6-K - BULL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission File Number: 001-42597

Webull Corporation

200 Carillon ParkwaySt. Petersburg, Florida 33716

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40- F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM6-K

The unaudited condensed consolidated financial statements of Webull Corporation (the “Company”) as of June 30, 2025 and for the three and six months ended June 30, 2025 and management’s discussion and analysis of the unaudited condensed consolidated financial statements are attached hereto as Exhibits 99.1 and 99.2, respectively.

Exhibits 99.1 and 99.2 to this Report on Form 6-K (this “Report”) shall be deemed incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-289886) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.	Description of Exhibits
99.1	Webull Corporation Unaudited Condensed Consolidated Financial Statements as of June 30, 2025 and for the three and six months ended June 30, 2025.
99.2	Webull Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations.
101. INS	Inline XBRL Instance Document
101. SCH	Inline XBRL Taxonomy Extension Schema Document
101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

Forward-Looking Statements

This Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Report, the Exhibits thereto or other statements of the Company made in connection therewith are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology.

All forward-looking statements are based upon current estimates and forecasts and reflect the reasonable views, assumptions, expectations, and opinions of the Company and its management as of the date of this Report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to the Company and its management and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the ability of the Company to grow and manage growth profitably, maintain relationships and deepen engagement with users, customers and suppliers, and retain its management and key employees; (2) the reliance of key functions of the Company’s business on third-parties and the risk that the Company’s platform and systems rely on software and applications that are highly technical and may contain undetected errors that could result in unexpected network interruptions, failures, security breaches, or computer virus attacks; (3) the risks associated with the Company’s global operations and continued global expansion, including, but not limited to, the risks related to complex or constantly evolving political or regulatory environments that may result in substantial costs or require adverse changes to the Company’s business practices; (4) the Company’s estimates of expenses and costs, of profitability or of other operational and financial metrics as well as the Company’s expectations regarding demand for and market acceptance of its products and service; (5) the Company’s reliance on trading related income, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; (6) the Company’s exposure to fluctuations in interest rates, rapidly changing interest rate environments, volatile prices of securities and digital assets and their respective trading volumes; (7) the Company’s reliance on a limited number of market makers and liquidity providers to generate a large portion of its revenues, and the negative impact of the loss of any of those market makers or liquidity providers; (8) the effects of competition in the Company’s industry and the Company’s need to constantly innovate and invest in new markets, products, technologies or services to retain, attract and deepen engagement with users; (9) changes in international trade policies and trade disputes that could result in tariffs, taxes or other protectionist measures adversely affecting our business; (10) risks related to general political, economic and business conditions globally and in jurisdictions where the Company operates; (11) risk of further actions taken by various government bodies in the United States that have made the Company the subject of inquiries and investigations relating to concerns about our connections to China; (12) the risk that the failure to protect customer data and privacy or to prevent security breaches relating to the Company’s platform could result in economic loss, damage to its reputation, deter customers from using its products and services, and expose it to legal penalties and liability; (13) risks related to the Company’s need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures as well as to maintain capital levels required by regulators and self-regulatory organizations; (14) the ability to meet, or continue to meet, stock exchange listing standards; (15) the possibility of adverse developments in pending or new litigation and regulatory investigations; (16) risks related to significant disruptions in the cryptocurrency market that negatively impacts user engagement with cryptocurrency trading on our platform; (17) political, regulatory or economic changes that affect cryptocurrencies, including changes in the governance of a cryptocurrency; (18) risks related to the offer and resale of our securities, such as dilution from the issuance of additional Class A ordinary shares upon the exercise of warrants, and increased volatility, or significant declines, in the price of our securities based on increased trading activity and the perception that sales of our securities may occur; and (19) other risks and uncertainties that are more fully described in filings made, or to be made, by the Company with the U.S. Securities and Exchange Commission (the “SEC”), including in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, such as the Company’s Annual Report on Form 20-F filed with the SEC on April 25, 2025. The foregoing list of factors is not exhaustive. Reported results should not be considered an indication of future performance. There may be additional risks that the Company and its management presently do not know about or that the Company and its management currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WEBULL CORPORATION
Date: September 8, 2025	By:	/s/ Anquan Wang
	Name:	Anquan Wang
	Title:	Chief Executive Officer

Exhibit 99.1

WEBULL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

AS OF JUNE 30, 2025 AND FOR THE THREE AND SIXMONTHS ENDEDJUNE 30, 2025

Contents

	Page
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of<br> Financial Position as of June 30, 2025 (unaudited) and December 31, 2024	2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024.	3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	6
Notes to Unaudited Condensed Consolidated Financial Statements	7

Webull Corporation Condensed Consolidated Statements of Financial Position

			December 31,<br> 2024

Assets
Cash and cash equivalents	476,682,552		$	270,728,008
Cash and cash equivalents segregated under federal and foreign requirements	1,190,513,861			939,232,153
Receivables from brokers, dealers, and clearing organizations	307,518,448			262,093,040
Receivables from customers, net	306,401,011			301,107,428
Prepaid expenses and other current assets	82,585,247			50,344,836
Customer-held fractional shares	127,456,614			108,252,531
Total current assets	2,491,157,733			1,931,757,996
Right-of-use assets	64,192,028			66,293,751
Property and equipment, net	32,894,047			33,629,770
Intangible assets, net	20,477,208			19,415,963
Goodwill	5,197,438			5,197,438
Deferred tax assets	9,727,864			12,374,499
Other non-current assets	1,000,000			–
Total non-current assets	133,488,585			136,911,421
Total assets	2,624,646,318		$	2,068,669,417
Liabilities, mezzanine equity, and shareholders' equity (deficit)
Payables due to customers	1,693,545,054		$	1,378,625,130
Payables due to brokers, dealers, and clearing organizations	3,877,449			1,490,537
Lease liabilities - current portion	3,375,029			4,969,959
Accounts payable and other accrued expenses	55,998,312			61,079,799
Total current liabilities	1,756,795,844			1,446,165,425
Lease liabilities - non-current portion	9,618,423			10,438,555
Unsecured promissory notes	100,000,000			–
Deferred tax liabilities	5,676,865			5,292,255
Total non-current liabilities	115,295,288			15,730,810
Total liabilities	1,872,091,132			1,461,896,235
Commitments and Contingencies (Note 15)	–			–
Mezzanine equity
Convertible redeemable preferred shares (aggregate liquidation preference of 0 and 644,132,365 as of June 30, 2025 and December 31, 2024, respectively; and aggregate redemption value of 0 and 2,861,748,733 as of June 30, 2025 and December 31, 2024, respectively; Note 7)	–			2,861,748,733
Total mezzanine equity	–			2,861,748,733
Shareholders' equity (deficit)
Class A ordinary shares (0.00001 par value; 4,000,000,000 shares authorized, 401,599,619 and 401,072,472 shares issued and outstanding as of June 30, 2025, respectively; and 143,531,581 and 139,307,224 shares issued and outstanding as of December 31, 2024, respectively)	4,012			1,393
Class B ordinary shares (0.00001 par value, 1,000,000,000 shares authorized, 82,988,016 shares issued and outstanding as of June 30, 2025 and no shares as of December 31, 2024)	830			–
Treasury shares (527,147 and 4,224,356 shares as of June 30, 2025 and December 31, 2024, respectively)	–			–
Additional paid in capital	2,987,559,282			–
Accumulated deficit	(2,231,782,461	)		(2,241,054,086	)
Accumulated other comprehensive loss	(4,226,213	)		(15,195,946	)
Total shareholders' equity (deficit)	751,555,450			(2,256,248,639	)
Noncontrolling interest	999,736			1,273,088
Total equity (deficit)	752,555,186			(2,254,975,551	)
Total liabilities, mezzanine equity, and total equity (deficit)	2,624,646,318		$	2,068,669,417

All values are in US Dollars.

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements.

Webull CorporationUnaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

	For the Three Months Ended<br> June 30,						For the Six Months Ended <br> June 30,
	2025			2024			2025			2024
Revenues
Equity and option order flow rebates	$	68,688,838		$	43,316,935		$	132,800,020		$	87,229,052
Interest related income		36,286,533			31,898,791			67,426,597			64,396,420
Handling charge income		20,105,503			10,365,426			37,652,513			20,069,935
Other revenues		6,412,476			4,314,736			10,983,055			7,136,201
Total revenues		131,493,350			89,895,888			248,862,185			178,831,608
Operating expenses
Brokerage and transaction		34,800,716			18,963,229			58,046,172			36,896,073
Technology and development		19,140,449			15,000,146			36,065,341			29,890,228
Marketing and branding		30,300,834			33,182,512			53,291,872			67,196,577
General and administrative		50,976,724			31,615,955			84,597,444			63,524,796
Total operating expenses		135,218,723			98,761,842			232,000,829			197,507,674
Other expense, net		17,659,796			1,416,988			18,749,213			1,443,480
Loss before income taxes		(21,385,169	)		(10,282,942	)		(1,887,857	)		(20,119,546	)
Provision for income taxes		6,999,777			1,397,200			13,558,002			4,112,661
Net loss		(28,384,946	)		(11,680,142	)		(15,445,859	)		(24,232,207	)
Less net loss attributable to noncontrolling interest (Note 4)		(110,919	)		(104,600	)		(257,639	)		(226,420	)
Net loss attributable to the Company		(28,274,027	)		(11,575,542	)		(15,188,220	)		(24,005,787	)
Preferred shares redemption value accretion		–			(11,096,312	)		(21,702,737	)		(1,098,804,125	)
Fair value of ordinary shares issued to preferred shareholders		(513,080,828	)		–			(513,080,828	)		–
Fair value of ordinary share warrants issued to preferred shareholders		(15,600,000	)		–			(15,600,000	)		–
Excess carrying value of preferred shares repurchased		38,093,537			–			38,093,537			–
Net loss attributable to ordinary shareholders	$	(518,861,318	)	$	(22,671,854	)	$	(527,478,248	)	$	(1,122,809,912	)
Net loss per share attributable to ordinary shareholders (Note 11)
Basic and diluted	$	(1.20	)	$	(0.16	)	$	(1.84	)	$	(8.12	)
Weighted-average shares outstanding
Basic and diluted		431,390,035			138,878,054			286,155,488			138,346,243
Net loss	$	(28,384,946	)	$	(11,680,142	)	$	(15,445,859	)	$	(24,232,207	)
Other comprehensive income (loss), net of tax:
Change in cumulative foreign currency translation adjustment		9,212,371			(1,273,322	)		10,954,020			(4,046,056	)
Other comprehensive income (loss)		9,212,371			(1,273,322	)		10,954,020			(4,046,056	)
Comprehensive loss		(19,172,575	)		(12,953,464	)		(4,491,839	)		(28,278,263	)
Less comprehensive loss attributable to noncontrolling interest		(110,919	)		(104,600	)		(257,639	)		(226,420	)
Less foreign currency translation adjustment attributable to noncontrolling interest		12,414			(2,438	)		(15,713	)		(12,873	)
Preferred shares redemption value accretion		–			(11,096,312	)		(21,702,737	)		(1,098,804,125	)
Fair value of ordinary shares issued to preferred shareholders		(513,080,828	)		–			(513,080,828	)		–
Fair value of ordinary share warrants issued to preferred shareholders		(15,600,000	)		–			(15,600,000	)		–
Excess carrying value of preferred shares repurchased		38,093,537			–			38,093,537			–
Comprehensive loss attributable to ordinary shareholders	$	(509,661,361	)	$	(23,942,738	)	$	(516,508,515	)	$	(1,126,843,095	)

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements.

Webull CorporationUnaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

For the Three and Six Months Ended June 30,2025

						Class<br> B Ordinary				Treasury<br> Share Reserve					Additional Paid			Accumulated			Accumulated Other Comprehensive			Total Shareholders' (Deficit)			Noncontrolling			Total (Deficit)
			Amount			Shares		Amount		Shares			Amount		-in-Capital			Deficit			Loss			Equity			Interest			Equity
Balance as of<br> December 31, 2024	139,307,224		$	1,393			–	$	–		(4,224,356	)	$	–	$	–		$	(2,241,054,086	)	$	(15,195,946	)	$	(2,256,248,639	)	$	1,273,088		$	(2,254,975,551	)
Share-based compensation	–			–			–		–		–			–		8,069,045			–			–			8,069,045			–			8,069,045
Net loss attributable to<br> the Company	–			–			–		–		–			–		–			13,085,807			–			13,085,807			–			13,085,807
Net loss attributable to<br> noncontrolling interest	–			–			–		–		–			–		–			–			–			–			(146,720	)		(146,720	)
Preferred shares redemption value increase	–			–			–		–		–			–		(8,069,045	)		(13,633,692	)		–			(21,702,737	)		–			(21,702,737	)
Foreign currency translation adjustment, net of 0 income taxes	–			–			–		–		–			–		–			–			1,769,776			1,769,776			(28,127	)		1,741,649
Balance as of March 31,<br> 2025 (Unaudited)	139,307,224			1,393			–		–		(4,224,356	)		–		–			(2,241,601,971	)		(13,426,170	)		(2,255,026,748	)		1,098,241			(2,253,928,507	)
Issuances of vested restricted<br> stock awards	3,697,209			37			–		–		3,697,209			–		(37	)		–			–			–			–			–
Share-based compensation	–			–			–		–		–			–		26,969,402			–			–			26,969,402			–			26,969,402
Conversion of preferred shares to ordinary<br> shares	269,381,830			2,694			–		–		–			–		2,745,355,239			–			–			2,745,357,933			–			2,745,357,933
Redesignation of ordinary shares	(82,988,016	)		(830	)		82,988,016		830		–			–		–			–			–			–			–			–
Issuance of ordinary shares<br> to SKGR shareholders	5,852,239			59			–		–		–			–		(59	)		–			–			–			–			–
Issuance of ordinary shares<br> to settle accounts payable	100,000			1			–		–		–			–		1,442,999			–			–			1,443,000			–			1,443,000
Private warrants exercised	1,777,844			18			–		–		–			–		(18	)		–			–			–			–			–
Incentive warrants exercised	20,453,945			205			–		–		–			–		204,539,245			–			–			204,539,450			–			204,539,450
Public warrants exercised	804,604			8			–		–		–			–		9,252,938			–			–			9,252,946			–			9,252,946
Repurchase of preferred shares	–			–			–		–		–			–		–			38,093,537			–			38,093,537			–			38,093,537
Net loss attributable to<br> the Company	–			–			–		–		–			–		–			(28,274,027	)		–			(28,274,027	)		–			(28,274,027	)
Net loss attributable to<br> noncontrolling interest	–			–			–		–		–			–		–			–			–			–			(110,919	)		(110,919	)
Issuance of incentive shares<br> to preferred shareholders	42,685,593			427			–		–		–			–		(427	)		–			–			–			–			–
Foreign currency translation adjustment, net of 0 income taxes	–			–			–		–		–			–		–			–			9,199,957			9,199,957			12,414			9,212,371
Balance<br> as of June 30, 2025 (Unaudited)	401,072,472		$	4,012			82,988,016	$	830		(527,147	)	$	–	$	2,987,559,282		$	(2,231,782,461	)	$	(4,226,213	)	$	751,555,450		$	999,736		$	752,555,186

All values are in US Dollars.

The accompanying notesare an integral part of the unaudited condensed consolidated financial statements.

Webull CorporationUnaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit)

For the Three and Six Months Ended June 30,2024

				Class B Ordinary				Treasury Share Reserve					Additional Paid		****	Accumulated		****	Accumulated Other Comprehensive		****	Total Shareholders' (Deficit)		****	Noncontrolling		****	Total (Deficit)		****
		Amount		Shares		Amount		Shares			Amount		-in-Capital			Deficit			Loss			Equity			Interest			Equity
Balance<br> as of December 31, 2023	137,077,382	$	1,371		–	$	–		(6,454,199	)	$	–	$	–		$	(1,755,908,980	)	$	(6,859,801	)	$	(1,762,767,410	)	$	660,221		$	(1,762,107,189	)
Issuances<br> of vested restricted stock awards	496,219		5		–		–		496,219			–		(5	)		–			–			–			–			–
Options exercised	436,074		4		–		–		436,074			–		48,696			–			–			48,700			–			48,700
Share-based<br> compensation	–		–		–		–		–			–		12,136,815			–			–			12,136,815			–			12,136,815
Net income<br> attributable to the Company	–		–		–		–		–			–		–			(12,430,245	)		–			(12,430,245	)		–			(12,430,245	)
Net loss<br> attributable to noncontrolling interest	–		–		–		–		–			–		–			–			–			–			(121,820	)		(121,820	)
Preferred shares redemption<br> value accretion	–		–		–		–		–			–		(12,185,506	)		(1,075,522,307	)		–			(1,087,707,813	)		–			(1,087,707,813	)
Foreign currency translation adjustment, net of 0 income taxes	–		–		–		–		–			–		–			–			(2,762,299	)		(2,762,299	)		(10,435	)		(2,772,734	)
Balance<br> as of March 31, 2024 (Unaudited)	138,009,675		1,380		–		–		(5,521,906	)		–		–			(2,843,861,532	)		(9,622,100	)		(2,853,482,252	)		527,966			(2,852,954,286	)
Issuances<br> of vested restricted stock awards	1,295,450		13		–		–		1,295,450			–		(13	)		–			–			–			–			–
Share-based<br> compensation	–		–		–		–		–			–		8,474,119			–			–			8,474,119			–			8,474,119
Net loss<br> attributable to the Company	–		–		–		–		–			–		–			(11,575,542	)		–			(11,575,542	)		–			(11,575,542	)
Net loss<br> attributable to noncontrolling interest	–		–		–		–		–			–		–			–			–			–			(104,600	)		(104,600	)
Preferred shares redemption<br> value increase	–		–		–		–		–			–		(8,474,106	)		(2,622,206	)		–			(11,096,312	)		–			(11,096,312	)
Foreign currency translation adjustment, net of 0 income taxes	–		–		–		–		–			–		–			–			(1,270,884	)		(1,270,884	)		(2,438	)		(1,273,322	)
Balance<br> as of June 30, 2024 (Unaudited)	139,305,125	$	1,393		–	$	–		(4,226,456	)	$	–	$	–		$	(2,858,059,280	)	$	(10,892,984	)	$	(2,868,950,871	)	$	420,928		$	(2,868,529,943	)

All values are in US Dollars.

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements.

Webull CorporationUnaudited Condensed Consolidated Statements of Cash Flows

	For the Six Months Ended<br><br> June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(15,445,859	)	$	(24,232,207	)
Adjustments to reconcile net loss to net cash provided by operating<br> activities:
Deferred tax expense		3,031,244			(3,071,805	)
Depreciation and amortization		1,506,006			1,790,686
Provision for contingent liabilities		–			(225,412	)
Provision for expected credit losses		258,665			–
Share-based compensation		35,038,447			20,610,934
Unrealized foreign exchange loss		(1,542,302	)		(154,018	)
Write-off of deferred equity offering costs		7,603,867			–
Net effect of changes in assets and liabilities:
Net receivables from brokers, dealers and clearing organizations		(43,721,591	)		(57,279,747	)
Net customer receivables and customer payables		311,899,108			199,543,371
Customer-held fractional shares		(19,204,083	)		(28,083,311	)
Prepaid expenses and other current assets		(1,593,216	)		5,451,174
Operating lease right-of-use assets		2,101,723			(56,144,310	)
Accounts payable and other accrued expenses		(5,446,577	)		1,292,018
Operating lease liabilities-current		(1,603,447	)		1,572,952
Operating lease liabilities-non-current		(820,132	)		1,562,350
Net cash provided by operating activities		272,061,853			62,632,675
Cash flows from investing activities:
Purchase of property and equipment and intangible assets		(402,315	)		(971,028	)
Investment in limited liability company units		(1,000,000	)		–
Net cash used in investing activities		(1,402,315	)		(971,028	)
Cash flows from financing activities:
Proceeds from sale of preferred shares		–			40,297,282
Proceeds from exercise of options		–			48,700
Proceeds from incentive warrants exercised		168,270,630			–
Proceeds from public warrants exercised		9,252,946			–
Borrowing from revolving credit agreement		30,000,000			–
Principal payments made on revolving credit agreement		(30,000,000	)		–
Principal payments made on insurance premium financing agreement		(470,751	)		–
Net cash provided by financing activities		177,052,825			40,345,982
Net increase in cash, cash equivalents and segregated cash		447,712,363			102,007,629
Effective of exchange rate changes		9,523,889			(2,764,555	)
Cash, cash equivalents and segregated cash at beginning of the period		1,209,960,161			994,142,467
Cash, cash equivalents and segregated cash at end of the period	$	1,667,196,413		$	1,093,385,541
Cash, cash equivalents and segregated cash
Cash and cash equivalents	$	476,682,552		$	335,912,084
Segregated cash		1,190,513,861			757,473,457
Cash, cash equivalents and segregated cash at end of the period	$	1,667,196,413		$	1,093,385,541
Non-cash financing activities:
Equity issuance costs offset against offering proceeds	$	430,066		$	–
Insurance premium financing agreement	$	2,166,090		$	–
Ordinary share warrants issued to preferred shareholders	$	15,600,000		$	–
Ordinary shares issued to preferred shareholders	$	513,080,828		$	–
Ordinary shares issued to settle accounts payable	$	1,443,000		$	–
Preferred shares redemption value accretion	$	(21,702,737	)	$	(1,098,804,125	)
Promissory notes issued to repurchase preferred shares	$	100,000,000		$	–
Reclassification of repurchased preferred shares' excess carrying value from mezzanine equity to shareholders' equity	$	38,093,537		$	–
Reclassification of mezzanine equity to shareholders' equity from conversion of redeemable preferred shares	$	2,745,357,933		$	–
Supplemental disclosure:
Income taxes paid	$	6,281,913		$	8,807,037
Interest paid	$	233,350		$	–

The accompanying notes are an integral partof the unaudited condensed consolidated financial statements.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 1 — DESCRIPTION OF BUSINESS

Organization

Webull Corporation (“Webull” and, together with its subsidiaries, the “Company”, “we”, or “us”) was incorporated in the Cayman Islands with limited liability in September 2019, and its corporate headquarters is located in St. Petersburg, Florida.

Business Overview

We operate a digital investment platform built upon a next-generation, global infrastructure. Our investment platform provides customers with extensive features and functions that go beyond what is offered by most retail investment platforms in the market today. Our platform allows retail investors worldwide to trade securities through our licensed broker dealer subsidiaries located in various parts of the world, including the United States (“US”), Canada, the United Kingdom (“UK”), Australia, Hong Kong, Indonesia, Singapore, Malaysia, Thailand, Japan, South Africa, and the Netherlands.

In the US, which is our principal market, Webull Financial LLC, our US broker dealer subsidiary, utilizes a clearing organization to handle the clearing of the security transactions of our account holders. Most of our customer accounts were cleared on an omnibus basis with our clearing organization during the three and six months ended June 30, 2025 and 2024.

We generally refer to our platform users throughout our condensed consolidated financial statements as customers. However, most of our platform users do not meet the definition of a customer under ASC 606, Revenues from Contracts with Customers. As particularly discussed in Note 2 – Summary of Significant Accounting Principles – Revenue Recognition, our customers from which we earn and receive revenue are the following: (i) market makers who execute our platform users’ trading orders and pay us a rebate, (ii) platform users who pay us index option fees, large order option fees, future contract commissions, fixed income execution fees, or subscription fees to our Webull Premium service and (iii) our international platform users who pay trading commissions.

Changes in Capital Structure

Change to Authorized Share Capital

On April 10, 2025 the Company increased its authorized share capital to 4,000,000,000 Class A ordinary shares and 1,000,000,000 Class B ordinary shares and changed the par value of its authorized share capital to $0.00001 by means of a fifth amendment to our memorandum of association.

Stock Split

On April 10, 2025, immediately after the conversion of the Company’s preferred shares and prior to the effectuation of the mergers as discussed in Note 5 – Recapitalization Transaction, Webull increased its outstanding Class A ordinary shares by a factor of 3.3593 per outstanding share.

We have retroactively reflected certain changes made to our capital structure on April 10, 2025 in our condensed consolidated financial statements as of the earliest period presented. The capital structure changes consist of (i) a stock split and (ii) an increase to the authorized number of Class A ordinary shares and Class B ordinary shares. The changes made (i) increased the amount of issued, authorized and outstanding Class A ordinary and Class B ordinary shares on our Condensed Consolidated Statements of Financial Position and disclosed in Note 8 – Ordinary Shares, (ii) increased the number of weighted-average shares outstanding used in the computation of loss per share on our condensed consolidated statements of operations and comprehensive loss, (iii) increased the number of share-based awards and decreased the exercise prices of our option awards as disclosed in Note 10 – Share-Based Compensation, (iv) increased the conversion ratio for our preferred shares as disclosed in Note – 7 Convertible Redeemable Preferred Shares, and (v) increased the number of potential ordinary shares outstanding as disclosed in Note 10 – Net Loss Per Share.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Basis of Presentation

Our accompanying condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commissions (the “SEC”) for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reported periods. Operating results are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025, or any future period. There have been no material changes in our significant accounting policies as described in our audited annual consolidated financial statements for the year ended December 31, 2024.

Certain reclassifications have been made to prior period amounts to conform to the current period’s presentation. The impact of these reclassifications is immaterial to the presentation of the unaudited condensed consolidated financial statements taken as a whole and had no impact on previously reported net loss.

Basis of Consolidation

Our condensed consolidated financial statements include the financial statements of Webull Corporation and all its subsidiaries. All intercompany balances and transactions have been eliminated.

Segment Reporting

We operate as a single reportable segment. This determination is based upon the financial information reviewed by our Chief Operating Decision Maker (“CODM”). Our CODM is our management committee, which is comprised of the Company’s Chief Executive Officer, President and Chief Financial Officer who collectively assess the performance of the Company and allocate resources across the Company. The internal reporting used collectively by the management committee is presented on a consolidated basis. The accounting policies of the segment are the same as those described in Note 2 to our annual consolidated financial statements. The CODM evaluates the Company’s performance and allocates resources based upon consolidated business metrics, including not limited to registered users, funded accounts, equity notional volume and option contract volume, and financial metrics, which include consolidated revenue, adjusted operating income, adjusted net income and condensed consolidated total assets. Certain information provided to the CODM presents operating expenses on a different basis than that presented in the consolidated statements of operations and comprehensive loss. The operating expenses reviewed by the CODM are presented with share-based compensation excluded. See Note 21 – Segment Reporting for the presentation of segment revenues and operating expenses provided to the CODM for the three and six months ended June 30, 2025 and 2024.

Concentrations

Concentrations of Revenue

Of the counterparties with whom we conducted business during the six months ended June 30, 2025, we had four counterparties who each made up 10% or more of our revenues. Their revenue percentages were 17.7%, 16.3%, 11.3%, and 10.6%.

Of the counterparties with whom we conducted business during the six months ended June 30, 2024, we had three counterparties who each made up 10% or more of our revenues. Their revenue percentages were approximately 29%, 19% and 14%.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont.)

Concentration of Receivables

As of June 30, 2025, we had two counterparties with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization. The counterparty’s receivables represent 78.1% and 10.1%, respectively, of such receivables.

As of December 31, 2024, we had one counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization. The counterparty’s receivables represent 85% of such receivables.

Execution and Clearing

In the US, we utilize a single third-party clearing broker for the security transactions of our platform users. In the event our clearing broker does not fulfill its obligation we may be exposed to adverse risks.

Foreign Currency Risk

Our condensed consolidated financial statements are prepared using the US dollar as our reporting currency. Our non-US subsidiaries operating around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-US subsidiaries’ financial statements is first prepared in its functional currency and then translated into our reporting currency. Changes in foreign exchange rates between the US dollar and the functional currencies of our non-US subsidiaries may result in material foreign currency translation gains and/or losses that are accounted for as an item of other comprehensive income (loss) within our condensed consolidated statements of operations and other comprehensive loss.

We also enter into transactions that result in monetary assets and liabilities that are denominated in a foreign currency. These transactions are remeasured each reporting period and may result in material foreign currency exchange gains and/or losses depending on changes in the applicable foreign exchange rate.

Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of June 30, 2025 and December 31, 2024, 91% and 90%, respectively, of our total cash balances were held in US dollar denominated accounts.

Contra Revenue

We offer marketing promotions to our platform users that are intended to increase the amount of platform users’ assets on our platform by incentivizing platform users to deposit more cash or transfer securities from other third-party brokerages into their Webull brokerage account in return for a promotional payment in cash or free shares. For our platform users who have been determined to be customers under ASC 606, we account for these promotional payments as a reduction in revenue. For the three months ended June 30, 2025 and 2024, we recorded $5,087,904 and $734,916, respectively, of promotional payments as a reduction in revenue. For the six months ended June 30, 2025 and 2024, we recorded $7,912,560 and $1,812,200, respectively, of promotional payments as a reduction in revenue.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance provides amendments related to the rate reconciliation and income taxes paid disclosures that improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. Other amendments with this guidance improve the effectiveness and comparability of disclosures by (1) adding disclosures of pretax income or loss and income tax expense or benefit to be consistent with U.S. Securities and Exchange Commission Regulation S-X 210.4-08(h), Rules of General Application – General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. The guidance is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We adopted this guidance effective January 1, 2025 on a prospective basis. The adoption of this guidance did not have a material impact on our unaudited condensed consolidated financial statements and related disclosures and is not expected to have a material impact on our audited consolidated financial statements and related disclosures for the year ended December 31, 2025.

Recently Issued Accounting PronouncementsNot Yet Adopted

In October 2023, the FASB issued Accounting Standards Update 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this guidance will only become effective if the SEC removes the related disclosures requirements from Regulation S-X or Regulation S-K by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impacts of the amendment on our consolidated financial statements.

In March 2024, the SEC issued rules under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosure for Investors” (the “Final Rules”), which will require registrants to provide certain climate-related information in their registration statements and annual reports. The Final Rules will require information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. The Final Rules will also require certain disclosures related to severe weather events and other natural conditions in a registrant’s audited financial statements. The disclosure requirements of the Final Rules will begin phasing in for annual periods beginning in fiscal year 2025. In April 2024, the SEC issued an order staying the Final Rules pending judicial review. On March 27, 2025, the SEC announced that it had voted to end its defense of the Final Rules. However, we are currently monitoring (i) the U.S. Court of Appeals for the Eighth Circuit (the “Eighth Circuit) to see if the Eighth Circuit will make a ruling on the legal challenges made with respect to the Final Rules and (ii) the new SEC Administration’s approach to climate-related disclosures.

In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This guidance provides amendments that require a public business entity to disclose certain disaggregated information about its expenses in the notes to its financial statements to help investors to (i) better understand the entity’s performance, (ii) better assess the entity’s prospects for future cash flows, and (iii) compare an entity’s performance over time and with that of other entities. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We do not expect these amendments to have a material impact on our consolidated financial statements.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS (cont.)

In May 2025, the FASB issued Accounting Standards Update 2025-03 (“ASU 2025-03”), “Business Combinations (Topic 805) and Consolidation (Topic 810) – Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity.” This guidance provides amendments that require an entity involved in an acquisition transaction effected primarily by exchanges equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. This amendment effectively replaces the current requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider factors to determine which entity is the accounting acquirer. The amendments in ASU 2025-03 are effective for all entities for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods and provides for adoption prospectively. Early adoption is permitted. We do not expect these amendments to have a material impact on our consolidated financial statements.

In May 2025, the FASB issued Accounting Standards Update 2025-04 (“ASU 2025-04”), “Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) – Clarifications to Share-Based Consideration Payable to a Customer.” The amendments in ASU 2025-04 reduce diversity in practice for accounting for share-based consideration payable to a customer and will prohibit revenue recognition from being delayed when an entity grants awards that are not expected to vest. The amendments in ASU 2025-04 are effective for annual reporting periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2026. An entity may apply the amendments on a modified retrospective or a retrospective basis. Early adoption is permitted.

In July 2025, the FASB issued Accounting Standards Update 2025-03 (“ASU 2025-05”), “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments contained in this guidance provide (i) all entities with a practical expedient and (ii) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. In developing reasonable and supportable forecasts as part of estimating expected credit losses, an entity may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in ASU 2025-05 are effective for annual reporting periods beginning after December 31, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. We do not expect these amendments to have a material impact on our consolidated financial statements.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 4 — NONCONTROLLING INTEREST

On January 18, 2023, Webull Securities Limited acquired an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia (“Webull Indonesia”), for $3,663,788. The 80.1% equity interest provides us with a controlling financial interest through voting interests; and, consequently, we consolidate Webull Indonesia and recognize a noncontrolling interest which represents the 19.9% of equity interests in Webull Indonesia that are not owned by us. Upon acquiring the equity interest in Webull Indonesia, we initially recognized a noncontrolling interest in the amount of $910,230. As of June 30, 2025, our equity interest in Webull Indonesia was unchanged at 80.1%. For the three and six months ended June 30, 2025, the Company’s net loss attributable to noncontrolling interest was $110,919 and $257,639, respectively. For the three and six months ended June 30, 2024, the Company’s net loss attributable to noncontrolling interest was $104,600 and $226,420, respectively. The carrying value of the Company’s noncontrolling interest as of June 30, 2025 and December 31, 2024 was $999,736 and $1,273,088, respectively.

NOTE 5 — RECAPITALIZATION TRANSACTION

Business Combination Agreement

On February 10, 2024, we formed Feather Sound I, Inc. (“Feather Sound I”) and Feather Sound II, Inc. (“Feather Sound II”), each an exempted company incorporated in the Cayman Islands with limited liability, to enter into a business combination agreement as further discussed below.

On February 27, 2024, Webull Corporation, Feather Sound I and Feather Sound II entered into a business combination agreement (the “BCA”) with SK Growth Opportunities Corporation (“SKGR”), an exempted company limited by shares incorporated under the laws of the Cayman Islands.

On December 5, 2024, the parties to the BCA entered into an Amendment to Business Combination Agreement (the “Amended BCA”). The Amended BCA provides for, among other things, (i) a change in the agreed upon enterprise value from $7,700,000,000 to $5,000,000,000 and (ii) the issuance of an aggregate of 20,000,000 incentive warrants to certain shareholders of Webull.

On April 10, 2025, the business combination transaction closed (the “Closing Date”).

Mergers

The business combination transaction was effectuated by a series of mergers. First, Feather Sound I merged with SKGR (the “First Merger”) with SKGR surviving the merger as a wholly-owned subsidiary of Webull Corporation. Second, SKGR merged with Feather Sound II (the “Second Merger”) with Feather Sound II surviving as a wholly-owned subsidiary of Webull Corporation.

Capital Restructure

On the Closing Date, immediately prior to the First Merger, the following actions occurred and were effected:

i.	each preferred share of the Company issued and outstanding was converted into one Class A ordinary share.
ii.	the fifth amended and restated memorandum and articles of association of the Company were adopted and became effective, which, among other items, increased the Company’s Class A and Class B ordinary shares to 4,000,000,000 and 1,000,000,000, respectively, decreased the par value of ordinary share capital to $0.00001, and removed preferred shares from the Company’s authorized capital.
iii.	each Class A ordinary share, excluding ordinary shares held by holding vehicles controlled by our founder, were increased by a factor of 3.3593 (the “Stock Split Factor”).
iv.	each Class A ordinary share held by holding vehicles controlled by our founder were increased by the Stock Split Factor and redesignated as Class B ordinary shares.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 5 — RECAPITALIZATION TRANSACTION(cont.)

v.	each option granted and outstanding under the Company’s 2021 Global Share Incentive Plan became an option to purchase the Company’s Class A ordinary shares, exercisable for the number of shares and at the per share exercise price as adjusted by the Stock Split Factor and otherwise subject to the same terms and conditions that applied prior to the stock split.
vi.	each restricted share unit granted and outstanding under the Company’s 2021 Global Share Incentive Plan was cancelled in exchange for a right to acquire a number of the Company’s Class A ordinary shares as adjusted by the Stock Split Factor and otherwise subject to the same terms and conditions that applied to the restricted share unit prior to the stock split.
vii.	Each restricted share granted and outstanding under the Company’s 2021 Global Share Incentive Plan was increased by the Stock Split Factor and subject to the same terms and conditions as were applicable prior to the stock split.

Summary of Recapitalization

On the Closing Date, the Company (i) received net trust proceeds of $366,702, (ii) issued an aggregate of 5,852,239 Class A ordinary shares to SKGR shareholders and affiliates, (iii) issued an aggregate of 312,065,312 Class A ordinary shares to former Webull preferred shareholders, (iv) issued 82,988,016 Class B ordinary shares to its founder, (v) issued an aggregate of 20,913,089 incentive warrants to SKGR shareholders and certain Webull shareholders, and (vi) assumed an aggregate of 17,271,990 SKGR issued and outstanding warrants.

Accounting Treatment

The Company has been determined to be both the “legal” and “accounting” acquirer and SKGR is the “acquired” company. SKGR does not meet the U.S. GAAP definition of a business as its net assets are predominantly cash and investments held in a trust account for the sole purpose of effectuating a business combination transaction. As such, the Company has determined (i) that the business combination transaction is not within the scope of ASC 805 – Business Combinations (“ASC 805) and (ii) the business combination transaction is representative of a recapitalization transaction as the Company is effectively issuing its Class A ordinary shares and other securities for the cash held in SKGR’s trust account.

NOTE 6 — LEASES

Our operating lease cost for the six months ended June 30, 2025 and 2024 was $2,836,006 and $2,087,808, respectively, and was recorded in general and administrative expenses on our condensed consolidated statements of operations and comprehensive loss. We classify operating lease payments as cash outflows from operating activities in the condensed consolidated statements of cash flows. We also present the change in the carrying amount of the right-of-use assets and operating lease liabilities as two adjustments in determining net cash provided by operating activities.

The following table presents balances reported in our condensed consolidated statements of financial position related to our operating leases as of June 30, 2025 and December 31, 2024:

	June 30, 2025		December 31, 2024
Right-of-use assets	$	64,192,028	$	66,293,751
Lease liabilities – current	$	3,375,029	$	4,969,959
Lease liabilities – non-current		9,618,423		10,438,555
Total lease liabilities	$	12,993,452	$	15,408,514

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 6 — LEASES (cont.)

The following is a summary of supplemental information pertaining to our operating leases for the six months ended June 30, 2025 and 2024:

	June 30,<br> <br>2025		June 30,<br> <br>2024
Cash payments for operating leases	$	2,054,585	$	44,927,899
Lease liabilities arising from obtaining right-of-use assets	$	1,152,336	$	5,688,671

NOTE 7 — CONVERTIBLE REDEEMABLEPREFERRED SHARES

We had various series of convertible redeemable preferred shares (collectively, “Preferred Shares”) authorized and outstanding prior to April 10, 2025, the closing date of the business combination transaction with SKGR, as further discussed in Note 5 – Recapitalization Transaction. After the closing of the business combination transaction, we no longer have authorized and outstanding convertible redeemable preferred shares due to (i) the Company repurchasing a portion of Series D preferred shares from certain preferred shareholders prior to closing (the “Preferred Share Repurchase”), (ii) all remaining outstanding Preferred Shares after the Preferred Share Repurchase were automatically converted into Class A ordinary shares in connection with the business combination agreement, and (iii) contemporaneously with the closing we amended and restated our articles of association to remove preferred shares as an authorized share capital of the Company.

The table below presents our various series convertible redeemable preferred shares that were authorized and outstanding as of December 31, 2024.

December 31, 2024
Series	Authorized		Issued and Outstanding
A-1		16,518,502		15,181,000
A-2		14,244,000		14,244,000
A-3		3,536,099		2,828,899
B-1		13,111,999		13,111,999
B-2		9,090,900		9,090,900
B-3		2,100,000		2,100,000
C-1		13,684,800		13,684,800
D		15,000,000		12,963,577
		87,286,300		83,205,175

Preferred Share Repurchase

On April 10, 2025, immediately prior to the Company’s Preferred Shares converting in accordance with the business combination agreement, the Company repurchased 3,017,119 Series D Preferred Shares, with a carrying amount of $138,093,537, from certain preferred shareholders in exchange for promissory notes with an aggregate principal balance of $100,000,000. The difference between the carrying value of the repurchased shares and the aggregate principal balance issued as consideration was $38,093,537, which was recorded as a decrease to the net loss attributable to the Company in determining the net loss attributable to ordinary shareholders for purposes of calculating earnings per share for the three and six months ended June 30, 2025.

Conversion of Preferred Shares

On April 10, 2025, after the Preferred Share Repurchase, all remaining Preferred Shares converted into 269,381,830 Class A ordinary shares. The carrying value of the Preferred Shares at the date of conversion was $2,745,357,933 and was reclassified from mezzanine equity to additional paid-in-capital.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 7 — CONVERTIBLE REDEEMABLEPREFERRED SHARES (cont.)

The following table presents the activity of our various series of convertible redeemable preferred shares for the three and six months ended June 30, 2025.

	Series A-1 <br> Preferred Shares						Series A-2 <br> Preferred Shares						Series A-3 <br> Preferred Shares						Series B-1 <br> Preferred Shares
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Beginning balances as of December 31, 2024		15,181,000		$	485,488,380			14,244,000		$	456,377,760			2,828,899		$	90,666,213			13,111,999		$	423,255,328
Preferred Shares redemption value accretion		–			5,920,590			–			5,127,840			–			1,018,404			–			3,146,879
Ending balances as of March 31, 2025		15,181,000			491,408,970			14,244,000			461,505,600			2,828,899			91,684,617			13,111,999			426,402,207
Repurchase of preferred shares		–			–			–			–			–			–			–			–
Conversion of preferred shares to ordinary shares		(15,181,000	)		(491,408,970	)		(14,244,000	)		(461,505,600	)		(2,828,899	)		(91,684,617	)		(13,111,999	)		(426,402,207	)
Ending balances as of June 30, 2025		–		$	–			–		$	–			–		$	–			–		$	–
	Series B-2 <br> Preferred Shares						Series B-3 <br> Preferred Shares						Series C <br> Preferred Shares						Series D<br> Preferred Shares						Total<br> Preferred Shares
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount			Shares			Amount
Beginning balances as of December 31, 2024		9,090,900		$	295,908,795			2,100,000		$	68,775,000			13,684,800		$	458,577,648			12,963,577		$	582,699,609			83,205,175		$	2,861,748,733
Preferred Shares redemption value accretion		–			909,090			–			–			–			(5,063,376	)		–			10,643,310			–			21,702,737
Ending balances as of March 31, 2025		9,090,900			296,817,885			2,100,000			68,775,000			13,684,800			453,514,272			12,963,577			593,342,919			83,205,175			2,883,451,470
Repurchase of preferred shares		–			–			–			–			–			–			(3,017,119	)		(138,093,537	)		(3,017,119	)		(138,093,537	)
Conversion of preferred shares to ordinary shares		(9,090,900	)		(296,817,885	)		(2,100,000	)		(68,775,000	)		(13,684,800	)		(453,514,272	)		(9,946,458	)		(455,249,382	)		(80,188,056	)		(2,745,357,933	)
Ending balances as of June 30, 2025		–		$	–			–		$	–			–		$	–			–		$	–			–		$	–

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 7 — CONVERTIBLE REDEEMABLEPREFERRED SHARES (cont.)

Share Issuance

On January 10, 2024, we issued 1,215,817 shares of Series D preferred shares to an accredited investor for total proceeds of $40,297,282.

The following table presents the activity of our various series of convertible redeemable preferred shares for the three and six months ended June 30, 2024.

	Series A-1 <br> Preferred Shares				Series A-2 <br> Preferred Shares				Series A-3 <br> Preferred Shares				Series B-1 <br> Preferred Shares
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Beginning balances as of December 31, 2023		15,181,000	$	352,502,820		14,244,000	$	334,164,240		2,828,899	$	66,479,127		13,111,999	$	318,883,816
Issuance of Preferred Shares		–		–		–		–		–		–		–		–
Preferred Shares redemption value accretion		–		228,170,430		–		212,805,360		–		42,207,173		–		191,566,305
Ending balances as of March 31, 2024		15,181,000		580,673,250		14,244,000		546,969,600		2,828,899		108,686,300		13,111,999		510,450,121
Preferred Shares redemption value accretion		–		910,860		–		712,200		–		169,734		–		786,720
Ending balances as of June 30, 2024		15,181,000	$	581,584,110		14,244,000	$	547,681,800		2,828,899	$	108,856,034		13,111,999	$	511,236,841

	Series B-2 <br> Preferred Shares				Series B-3 <br> Preferred Shares				Series C <br> Preferred Shares				Series D<br> Preferred Shares				Total<br> Preferred Shares
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Beginning balances as of December 31, 2023		9,090,900	$	230,272,497		2,100,000	$	55,965,000		13,684,800	$	395,627,568		11,747,760	$	572,468,345		81,989,358	$	2,326,363,413
Issuance of Preferred Shares		–		–		–		–		–		–		1,215,817		40,297,282		1,215,817		40,297,282
Preferred Shares redemption value accretion		–		129,272,598		–		28,959,000		–		176,533,920		–		78,193,027		–		1,087,707,813
Ending balances as of March 31, 2024		9,090,900		359,545,095		2,100,000		84,924,000		13,684,800		572,161,488		12,963,577		690,958,654		83,205,175		3,454,368,508
Preferred Shares redemption value accretion		–		4,545,450		–		147,000		–		1,231,632		–		2,592,716		–		11,096,312
Ending balances as of June 30, 2024		9,090,900	$	364,090,545		2,100,000	$	85,071,000		13,684,800	$	573,393,120		12,963,577	$	693,551,370		83,205,175	$	3,465,464,820

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 7 — CONVERTIBLE REDEEMABLEPREFERRED SHARES (cont.)

The major rights of our Preferred Shares, prior to their conversion, were as follows:

Voting Rights

Each holder of our Preferred Shares was entitled to the number of votes as the number of Class A ordinary shares into which each holder’s preferred shares were convertible. Preferred shareholders and ordinary shareholders vote on all matters as a single class.

Dividend Rights

In the event our board declared a dividend, our Preferred Shares were entitled to receive a non-cumulative dividend of 8% per annum based on their respective original issue price prior to any ordinary share receiving a dividend. If the declared dividend was sufficient to cover the 8% minimum dividend, then the Preferred Shares would have participated in the remaining dividend amount on an as-converted basis with the ordinary shares. No dividends had been declared or paid on our ordinary shares prior to the conversion of our Preferred Shares in connection with the business combination transaction.

Conversion Rights

Our Preferred Shares had an optional conversion feature and an automatic conversion feature. Upon a conversion, the Preferred Shares were convertible into Class A ordinary shares. The conversion ratio for our Preferred Shares was 1 for 3.3593 and may change due to standard antidilutive adjustments. Preferred shareholders had the right to convert their preferred share holdings at any time in whole or in part. Our Preferred Shares were to automatically convert in the event of a public offering or an alternative listing, including through merger with an existing listed company or a special-purpose acquisition company. Our Series C preferred shares were to automatically convert in the event holders of more than 50% of such shares elected to convert their shares. Our Series D preferred shares were to automatically convert in the event holders of more than 66% of such shares elected to convert their shares.

Redemption Rights

In the event an automatic conversion or liquidation event had not occurred, our Preferred Shares become redeemable at the option of the holder on the earlier of June 10, 2026, or the date in which the principal business cannot be continued due to certain adverse circumstances (e.g., material integrity problems or fraud of our cofounders, loss of our business qualification, licenses, permits, etc.). The redemption amount payable to the holders would be determined as the higher of a 10% per annum return from the preferred shares original issuance date through the date of redemption or the fair market value on the redemption date. No event had occurred which would allow holders of our Preferred Shares to exercise their redemption option.

The following presents the aggregate and per share redemption value of each preferred share series as of December 31, 2024:

As of December 31, 2024
Series	Total		Per Share
A-1	$	485,488,380	$	31.98
A-2		456,377,760	$	32.04
A-3		90,666,213	$	32.05
B-1		423,255,328	$	32.28
B-2		295,908,795	$	32.55
B-3		68,775,000	$	32.75
C-1		458,577,648	$	33.51
D		582,699,609	$	44.95
	$	2,861,748,733

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 7 — CONVERTIBLE REDEEMABLEPREFERRED SHARES (cont.)

Liquidation Rights

Our Preferred Shares were entitled to a liquidation preference in the event of a liquidation event. Liquidation events include the following items:

●	Any consolidation, reorganization, merger or any other arrangement whereby our shareholders prior to such transaction do not own at least 50% of the surviving entity.
●	A sale, lease, transfer or other disposition of all or substantially all of our assets.
●	Exclusive licensing of all or substantially all of our intellectual property rights to a third party.
●	Any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary.

No event occurred which would allow holders of our Preferred Shares to exercise their liquidation rights.

The following presents the liquidation preferences of our preferred shares by series as of December 31, 2024:

As of December 31, 2024
Series	Outstanding<br> <br>Shares		Original<br> <br>Issue Price		Liquidation<br> <br>Multiplier		Liquidation Preference
A-1		15,181,000	$	0.45		1.2	$	8,197,740
A-2		14,244,000	$	0.91		1.0		12,962,040
A-3		2,828,899	$	0.97		1.0		2,744,032
B-1		13,111,999	$	2.29		1.0		30,026,478
B-2		9,090,900	$	3.85		1.0		34,999,965
B-3		2,100,000	$	5.00		1.0		10,500,000
C		13,684,800	$	8.41		1.0		115,089,168
D		12,963,577	$	33.14		1.0		429,612,942
Aggregate liquidation preference							$	644,132,365

In an event of liquidation, the order of liquidation distribution is first Series D followed by Series C, B-3, B-2, B-1, A-3, A-2 and then A-1. If in the event of a liquidation, our assets are insufficient to distribute and satisfy a particular Series’ liquidation preference in its entirety, then the assets available for distribution will be distributed ratably in proportion to the holders of that respective preferred series’ liquidation preference.

Right of Participation

Our holders of Preferred Shares (“Participation Right Holders”) had rights of participation (“Right of Participation”) with respect to the issuance of new equity securities. The Right of Participation does not apply to the following issuances of securities:

●	Ordinary shares issued or reserved under our Global Share Incentive Plan.
●	Ordinary shares issued in connection with a share split, consolidation or share dividend.
●	Ordinary shares issuable upon conversion of our Preferred Shares.
●	Equity securities issued in connection with a public offering.
●	Any equity securities issued in connection with the acquisition of another corporation or entity by consolidation, merger, purchase of assets, or other reorganization in which we acquire, in a single transaction or a series of related transactions, all or substantially all assets of other corporation or entity or 50% percent or more of the equity ownership or voting power of such other corporation or entity.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 8 — ORDINARY SHARES

We have two authorized classes of ordinary share capital: Class A and Class B ordinary shares (collectively, referred to as Ordinary Shares). The par value of our Ordinary Shares is $0.00001 per share. With the exception for voting and conversion rights, the Class A and Class B ordinary shares are identical. As of June 30, 2025 and December 31, 2024, we had authorized Class A ordinary shares of 4,000,000,000 and authorized Class B ordinary shares of 1,000,000,000. As of June 30, 2025, we had 401,599,619 and 401,072,472 Class A ordinary shares issued and outstanding, respectively. As of December 31, 2024, we had 143,531,581 and 139,307,224 Class A ordinary shares issued and outstanding, respectively. We had 82,988,016 Class B ordinary shares issued and outstanding as of June 30, 2025 and had no Class B ordinary shares issued or outstanding as of December 31, 2024.

Recent Issuances

On April 10, 2025, the Company issued 42,685,593 Class A ordinary shares (the “Incentive Shares”) to certain preferred shareholders for no cash proceeds. The aggregate fair value of the Incentive Shares was $513,080,828. The Company determined that the issuance of the Incentive Shares to certain preferred shareholders represents a dividend, which was recorded as an increase in the net loss attributable to the Company in determining the net loss attributable to ordinary shareholders for purposes of calculating earnings per share for the three and six months ended June 30, 2025. Furthermore, since the Company has an accumulated deficit, the dividend was recorded as a reduction to additional paid-in capital, offset by the increase to additional paid-in capital of the fair value of the Incentive Shares issued.

In addition, on April 10, 2025, the Company made the following issuances of and changes in Class A Ordinary Shares:

i.	269,381,830 Class A ordinary shares in connection with the conversion of the Company’s outstanding Preferred Shares.
ii.	82,988,016 Class A ordinary shares held by holdings vehicles controlled by our founder were redesignated as Class B ordinary shares.
iii.	5,852,239 Class A ordinary shares to various SKGR shareholders.

On April 29, 2025, we issued in total 100,000 Class A ordinary shares to several professional service firms as payment for services rendered. The total fair value of the shares issued was $1,442,999.

On May 13, 2025, we issued 1,777,844 Class A ordinary shares in connection with the cashless exercise of the Private Warrants we assumed as part of the business combination transaction. See Note 9 - Warrants for the terms of the Private Warrants.

On various dates in May and June, the Company issued in total 804,604 Class A ordinary shares in exchange for aggregate proceeds of $9,252,946 in connection with the exercise of Public Warrants we assumed as part of the business combination transaction. See Note 9 - Warrants for the terms of the Public Warrants.

On various dates in May and June, the Company issued in total 20,453,945 Class A ordinary shares in exchange for aggregate proceeds of $204,539,450 in connection with the exercise of Incentive Warrants. As of June 30, 2025, $36,268,820 of proceeds were held by our transfer agent and remitted to us on July 3, 2025. See Note 9 - Warrants for the terms of the Incentive Warrants.

Deferred Equity Offering Costs

The business combination transaction with SKGR was determined to be representative of a recapitalization transaction and outside the scope ASC 805. Prior to the closing of the business combination transaction, we had capitalized deferred equity offering costs of $11,406,759, which represent direct costs associated with the Company’s SEC registration statement, prospectus, issuance of its ordinary shares and Incentive Warrants, and the assumption of SKGR’s Private and Public Warrants in anticipation of receiving net proceeds in excess of the equity offering costs incurred. However, upon the closing of business combination, higher-than-expected SKGR shareholder redemptions occurred which resulted in the Company receiving net proceeds of $430,066, which consisted of $366,702 from SKGR’s trust account and $63,364 in operating cash that remained after settlement of SKGR’s working capital obligations. The net proceeds received were insufficient to absorb the entire balance of deferred equity offering costs. Therefore, the Company offset the additional paid-in capital amount that resulted from recording the net proceeds received from the Company’s issuance of equity to SKGR shareholders with an equal amount of deferred equity offering costs and expensed the remainder of $10,976,693 within other expense, net in the Company’s condensed consolidated statements of operations and comprehensive loss.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 8 — ORDINARY SHARES (cont.)

Our Ordinary Shares have the following rights:

Voting Rights

Our Class A ordinary shares are entitled to one vote, and our Class B ordinary shares are entitled to 20 votes. Class A and Class B vote together as one class on all matters requiring a shareholder vote.

Conversion Rights

Our Class A ordinary shares are not convertible into Class B ordinary shares. Our Class B ordinary shares are convertible, at the option of the holder, at any time into one Class A ordinary share. Furthermore, each Class B ordinary share shall automatically convert into one Class A ordinary share upon (i) a transfer by a Class B ordinary shareholder to any person or entity which is not an affiliate of such shareholder or (ii) a change of beneficial ownership of any Class B ordinary share as a result of which any person or entity which is not an affiliate of the registered holder of such Class B ordinary share becomes a beneficial owner of such Class B ordinary share.

Dividend Rights

Subject to the rights of our Preferred Shares, the holders of our Ordinary Shares will be entitled to receive ratable dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for the payment of dividends. As of June 30, 2025, we have not declared or paid a dividend.

Right to Receive Liquidation Distributions

If we liquidate, dissolve or wind up, after all liabilities and, if applicable, the holders of our Preferred Shares have been paid in full according to their respective liquidation preference, the holders of our Ordinary Shares will be entitled to share ratably in all remaining assets.

No Preemptive or Similar Rights

The rights, preferences and privileges of the holders of our Ordinary Shares are subject to, and may be adversely affected by, the rights of the holders of our Preferred Shares. Our Ordinary Shares have no preemptive rights or similar rights with respect to a conversion of Preferred Shares, which may result in significant dilution.

Treasury Shares

As of June 30, 2025 and December 31, 2024, Webull Partners Limited, our share-award platform entity for certain employees, has been issued a total of 11,466,312 Class A ordinary shares. Of such shares, 10,939,165 and 7,241,956 are accounted for as outstanding as they relate to certain exercises of employee options and vested RSAs as of June 30, 2025 and December 31, 2024, respectively. The remaining balance of 527,147 and 4,224,356 as of June 30, 2025 and December 31, 2024, respectively, is reserved for future vesting of RSAs and option exercises. We have treated the reserved share amount as issued but not outstanding and presented them as treasury shares in our condensed consolidated statement of financial position and condensed consolidated statements of changes in shareholders’ equity (deficit). The treasury shares have no cost basis.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 9 — WARRANTS

On April 10, 2025, in connection with the business combination transaction, we (i) issued 20,000,000 Class A ordinary share warrants to certain preferred shareholders and issued 913,089 Class A ordinary share warrants to non-redeeming SKGR shareholders (the “Incentive Warrants”), (ii) assumed 10,479,990 of SKGR’s public warrants (the “Public Warrants”), and (iii) assumed 6,792,000 of SKGR’s warrants held by its sponsor and affiliates (the “Private Warrants”).

We have determined that the Incentive Warrants issued and the Public and Private Warrants assumed satisfy the equity classification criteria of ASC 815-40 and do not meet the temporary equity classification criteria of ASC 480-10-S99. Therefore, we have classified these warrants as permanent equity within the shareholders’ equity section on our condensed consolidated statements of financial position.

The following is a summary of the significant terms of our outstanding warrants.

Incentive Warrants

The Incentive Warrants may only be exercised for a whole number of Class A ordinary shares. The Incentive Warrants became exercisable on May 9, 2025 and will remain exercisable provided that the Company maintains an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Incentive Warrants and a current prospectus relating to them is available. The Company is required to use its best efforts to maintain the effectiveness of its registration statement and a current prospectus relating thereto, until the expiration or redemption of the Incentive Warrants. The Incentive Warrants have an exercise price of $10.00 per share, subject to antidilutive and other adjustments, and will expire on April 10, 2029 or earlier upon redemption or liquidation.

If the Class A ordinary shares are at the time of any exercise of an Incentive Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company agrees to use its commercially reasonable efforts to register or qualify for sale of the Class A ordinary shares issuable upon exercise of the Incentive Warrants under the blue sky laws of the state of residence of the exercising Incentive Warrant holder to the extent an exemption is not available. The Company’s responsibility remains until the expiration or redemption of the Incentive Warrants.

The Company may redeem, at the option of the Company, not less than all of the outstanding Incentive Warrants at any time while they are exercisable and prior to their expiration at a redemption price of $0.01 per Incentive Warrant; provided that (i) the reference value (defined as the volume-weighted average price of the Class A ordinary shares for any thirty trading day period ending on the third trading day prior to the date on which notice of redemption is given) equals or exceeds $18.00 per Class A ordinary share, and (ii) there is an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Incentive Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period, which begins the day after Incentive Warrant holders are provided notice of the Company’s intent to exercise its redemption right and ends on the redemption date.

On May 29, 2025, the Company delivered its notice of redemption to redeem on June 30, 2025 all of its outstanding Incentive Warrants for $0.01 per Incentive Warrant. On June 30, 2025, Incentive Warrants in the aggregate amount of 459,144 were void and no longer exercisable and their holders had no rights with respect to the Incentive Warrants, except to receive a redemption price of $0.01 per Incentive Warrant held. On July 3, 2025, the Company paid the redemption price to holders, which was $4,591 in total.

**** Public Warrants and Private Warrants

The Public and Private Warrants (collectively, the “Warrants”) may only be exercised for a whole number of Class A ordinary shares. The Public Warrants became exercisable on May 9, 2024 and will remain exercisable provided that the Company maintains an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available. The Company is required to use its best efforts to maintain the effectiveness of its registration statement and a current prospectus relating thereto, until the expiration of the Warrants. The Warrants have an exercise price of $11.50 per share, subject to antidilutive adjustments (e.g., split-ups, reverse split, dividends), and will expire on April 10, 2030 or earlier upon redemption or liquidation.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 9 — WARRANTS (cont.)

In the event that the Company fails to maintain an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, the holder shall have the right during the period in which the Company failed to maintain an effective registration statement to exercise such Warrants on a cashless basis.

If the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and (i) in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence of the exercising Public Warrant holder to the extent an exemption is not available.

The Private Warrants are identical to the Public Warrants, except that the Private Warrants (i) are not redeemable by the Company, (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders (and the Class A ordinary shares issuable upon exercise of these warrants may not be transferred, assigned or sold by the holders) until May 10, 2025, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. As of June 30, 2025, we had no outstanding Private Warrants as all were exercised.

Once the Public Warrants became exercisable, the Company may redeem the outstanding Public Warrants:

(i)	in<br>whole and not in part
(ii)	at<br>a price of $0.01 per warrant;
---	---
(iii)	upon<br>a minimum of 30 days’ prior written notice of redemption, the “30-day redemption period”; and
---	---
(iv)	if,<br>and only if, the last reported sale price of Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within<br>a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the<br>Public Warrant holder.
---	---

The Company will not redeem the Public Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption period or the Company has elected to require the exercise of the Public Warrants on a “cashless basis”. If the Company calls the Public Warrants for redemption as described above, the Company will have the option to require all holders that wish to exercise such warrants to do so on a “cashless basis.”

Summary of Warrant Activity

The following table presents the activity of our warrants for the six months ended June 30, 2025.


Outstanding at December 31, 2024	–		–		–
Issuances	20,913,089		–		–
Assumption	–		10,479,990		6,792,000
Exercises	(20,453,945	)	(804,604	)	(6,792,000	)
Redemption	(459,144	)	–		–
Outstanding at June 30, 2025	–		9,675,386		–

During the six months ended June 30, 2025, we had 20,453,945 Incentive Warrants exercise for aggregate exercise proceeds of $204,539,450. As of June 30, 2025, our transfer agent had not remitted to us exercise proceeds of $36,268,820, which was included in Prepaid expenses and other current assets in the condensed consolidated statements of financial position. We received the unremitted proceeds on July 3, 2025.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 9 — WARRANTS (cont.)

On May 29, 2025, we delivered our notice of redemption to redeem on June 30, 2025 (the “Redemption Date”) all of our outstanding Incentive Warrants that remain unexercised at 5:00 pm New York City time on June 30, 2025 (the “Redemption Date Deadline”), after which time those Incentive Warrants will be void and no longer exercisable and their holders will have no rights with respect to those Incentive Warrants, except to receive a redemption price of $0.01 per Incentive Warrants held.

On June 30, 2025, after the Redemption Date Deadline, 459,144 Incentive Warrants became void and no longer exercisable and their holders received $0.01 per Incentive Warrant held. We paid an aggregate redemption payment of $4,591 on July 3, 2025.

During the six months ended June 30, 2025, we had 804,604 Public Warrants exercise for aggregate exercise proceeds of $9,252,946. As of June 30, 2025, we had received all exercise proceeds and had issued all underlying Class A ordinary shares.

On May 12, 2025, the holders of our Private Warrants exercised their cashless exercise right. We issued 1,777,844 Class A ordinary shares upon the cashless exercise of 6,792,000 Private Warrants.

NOTE 10 — SHARE-BASED COMPENSATION

We have established a Global Share Incentive Plan (the “Incentive Plan”) for the purpose of providing share-based compensation as incentives and rewards to employees and consultants. As of June 30, 2025, the Incentive Plan has reserved 44,400,984 shares for share-based awards. The Incentive Plan may issue share-based awards in the form of equity options (“Share Options”), restricted share units (“RSUs”), and restricted share awards (“RSAs”).

Our share-based awards generally vest in accordance with the following schedule:

●	50%<br>at the second anniversary of the grant date
●	25%<br>at the third anniversary of the grant date
---	---
●	25%<br>at the fourth anniversary of the grant date
---	---

Vesting commences on the grant date. Upon termination of employment, unvested share-based awards are subject to forfeiture. The share-based awards are not transferable and may not be sold, pledged or otherwise transferred, and grantees are not entitled to vote the restricted shares or receive dividends paid on the restricted shares.

Share Options

For the six months ended June 30, 2025 and 2024, we granted 805,889 and 3,539,627 Share Options, respectively, to employees with a weighted average grant-date fair value of $9.49 and $6.55 per option, respectively. We estimated the fair value of the Share Options on the date of grant using the Black-Scholes option pricing model. The following are the significant assumptions used in the model:

	For the Six Months Ended <br> June 30,

| | 2025 | | | 2024 | | |

| Dividend yield | | 0 | % | | 0 | % |

| Risk-free interest rate | | 1.62 | % | | 2.26 | % |

| Expected volatility^(1)^ | | 35.50 | % | | 60 | % |

(1)	Expected volatility of the underlying ordinary shares of the Company was estimated based on the average historical volatility of comparable companies for the period before grant date with time frames equal to the life of the options.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 10 — SHARE-BASED COMPENSATION(cont.)

A summary of the Share Option activity for the six months ended June 30, 2025 is as follows:

	Options			Weighted <br> Average <br> Exercise <br> Price		Weighted <br> Average <br> Remaining <br> Contractual <br> Life		Aggregate <br> Intrinsic <br> Value

| Outstanding at January 1, 2025 | | 32,490,744 | | $ | 0.13 | | 5.26 | $ | 304,071,390 |

| Granted | | 805,889 | | $ | 0.14 | | | | |

| Exercised | | – | | $ | – | | | | |

| Cancelled/forfeited | | (238,868 | ) | $ | 0.13 | | | | |

| Outstanding at June 30, 2025 | | 33,057,765 | | $ | 0.13 | | 4.87 | $ | 390,846,567 | | Exercisable at June 30, 2025 | | 27,483,124 | | $ | 0.13 | | 4.20 | $ | 324,936,827 |

As of June 30, 2025, unrecognized compensation expense related to Share Options was $14,625,203 and expected to be recognized over a weighted-average period of 1.18 years.

The following is a summary of the non-vested Share Option activity for the six months ended June 30, 2025:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2025	6,808,475		$	5.21
Granted	805,889		$	9.49
Vested	(1,914,905	)	$	3.68
Exercised	–		$	–
Cancelled/forfeited	(124,823	)	$	5.61
Non-vested at June 30, 2025	5,574,636		$	6.35

The total fair value of options vested during the six months ended June 30, 2025 was $7,056,266.

A summary of the Share Option activity for the six months ended June 30, 2024 is as follows:

	Options			Weighted <br> Average <br> Exercise <br> Price		Weighted <br> Average <br> Remaining <br> Contractual <br> Life		Aggregate <br> Intrinsic <br> Value

| Outstanding at January 1, 2024 | | 30,838,928 | | $ | 0.14 | | 5.98 | $ | 201,186,310 |

| Granted | | 3,539,627 | | $ | 0.14 | | | | |

| Exercised | | (436,074 | ) | $ | 0.14 | | | | |

| Cancelled/forfeited | | (407,990 | ) | $ | 0.14 | | | | |

| Outstanding at June 30, 2024 | | 33,534,491 | | $ | 0.13 | | 5.84 | $ | 375,712,877 | | Exercisable at June 30, 2024 | | 23,620,196 | | $ | 0.13 | | 4.79 | $ | 264,635,351 |

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 10 — SHARE-BASED COMPENSATION(cont.)

There were 436,074 options exercised for proceeds of $48,700 during the six months ended June 30, 2024.

As of June 30, 2024, unrecognized compensation expense related to Share Options was $26,786,156 and expected to be recognized over a weighted-average period of 1.09 years.

The following is a summary of the non-vested Share Option activity for the six months ended June 30, 2024:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2024	9,700,553		$	4.19
Granted	3,539,627		$	6.55
Vested	(2,779,542	)	$	3.81
Exercised	(148,434	)	$	4.41
Cancelled/forfeited	(397,909	)	$	4.66
Non-vested at June 30, 2024	9,914,295		$	5.11

The total fair value of options vested during the six months ended June 30, 2024 was $10,592,175.

Restricted Share Units (“RSUs”)

We granted 648,510 and 2,711,130 of RSUs during the six months ended June 30, 2025 and 2024, respectively. We used an independent fair value specialist to assist us with estimating the fair value of our ordinary shares on the grant date. The fair value used for RSUs granted during the six months ended June 30, 2025 and 2024 was $9.55 and $6.72, respectively.

A summary of the Restricted Share Unit activity for the six months ended June 30, 2025, is as follows:

			Weighted <br> Average <br> Grant-Date Fair Value
Outstanding at January 1, 2025	7,694,425		$	5.21
Granted	648,510		$	9.55
Cancelled/forfeited	(296,458	)	$	4.48
Outstanding at June 30, 2025	8,046,477		$	5.59

As of June 30, 2025, the total unrecognized compensation expense related to RSUs was $12,528,620 and expected to be recognized over a weighted average period of approximately 1.11 years.

A summary of the Restricted Share Unit activity for the six months ended June 30, 2024, is as follows:

			Weighted <br> Average <br> Grant-Date Fair Value
Outstanding at January 1, 2024	5,006,247		$	4.38
Granted	2,711,130		$	6.72
Cancelled/forfeited	(38,891	)	$	6.01
Outstanding at June 30, 2024	7,678,486		$	5.18

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 10 — SHARE-BASED COMPENSATION(cont.)

As of June 30, 2024, the total unrecognized compensation expense related to RSUs was $18,340,389 and expected to be recognized over a weighted average period of approximately 1.39 years.

The following is a summary of the non-vested Restricted Share Unit activity for the six months ended June 30, 2025:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2025	4,211,661		$	5.97
Granted	648,510		$	9.55
Vested	(473,761	)	$	5.07
Cancelled/forfeited	(70,965	)	$	6.13
Non-vested at June 30, 2025	4,315,445		$	6.60

The total fair value of RSUs vested during the six months ended June 30, 2025, was $2,404,036.

The following is a summary of the non-vested Restricted Share Unit activity for the six months ended June 30, 2024:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2024	3,668,839		$	4.86
Granted	2,711,130		$	6.72
Vested	(941,877	)	$	5.21
Cancelled/forfeited	(38,891	)	$	6.01
Non-vested at June 30, 2024	5,399,201		$	5.69

The total fair value of RSUs vested during the six months ended June 30, 2024, was $4,907,179.

Restricted Share Award (“RSAs”)

On January 1, 2024, we granted 496,219 immediately vested RSAs with a weighted average grant-date fair value of $6.66. We granted 2,401,884 RSAs with a weighted average grant-date fair value of $9.61 during the six months ended June 30, 2025. A summary of the Restricted Share Award activity for the six months ended June 30, 2025, is as follows:

		Weighted <br> Average <br> Grant-Date <br> Fair Value
Outstanding at January 1, 2025	5,678,012	$	3.18
Granted	2,401,884	$	9.61
Cancelled/forfeited	–	$	–
Outstanding at June 30, 2025	8,079,896	$	5.09

As of June 30, 2025, there was no unrecognized compensation expense related to RSAs.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 10 — SHARE-BASED COMPENSATION(cont.)

A summary of the Restricted Share Award activity for the six months ended June 30, 2024, is as follows:

		Weighted <br> Average <br> Grant-Date <br> Fair Value
Outstanding at January 1, 2024	5,181,794	$	2.85
Granted	496,219	$	6.66
Cancelled/forfeited	–	$	–
Outstanding at June 30, 2024	5,678,013	$	3.19

As of June 30, 2024, the total unrecognized compensation expense related to RSAs was $779,439 and expected to be recognized over a weighted average period of approximately 0.67 years.

A summary of the non-vested Restricted Share Award activity for the six months ended June 30, 2025, is as follows:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2025	1,295,450		$	2.85
Granted	2,401,884		$	9.61
Vested	(3,697,334	)	$	7.24
Cancelled/forfeited	–		$	–
Non-vested at June 30, 2025	–		$	–

The total fair value of RSAs vested during the six months ended June 30, 2025 was $26,768,054.

A summary of the non-vested Restricted Share Award activity for the six months ended June 30, 2024, is as follows:

			Weighted <br> Average <br> Grant-Date <br> Fair Value
Non-vested at January 1, 2024	2,590,904		$	2.85
Granted	496,219		$	6.66
Vested	(1,791,669	)	$	3.91
Cancelled/forfeited	–		$	–
Non-vested at June 30, 2024	1,295,454		$	2.85

The total fair value of RSAs vested during the six months ended June 30, 2024 was $7,000,507.

Compensation Expense Allocation

We recognized compensation expense from share-based awards in the amount of $26,969,402 and $35,038,447 for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, we recognized compensation expense from share-based awards in the amount of $8,474,119 and 20,610,934, respectively. We use the graded vesting method of attribution, and we account for forfeitures as they occur. The compensation expense was recorded in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024 as follows:

	For the Three Months Ended<br> June 30,				For the Six Months Ended<br> June 30,
	2025		2024		2025		2024
General and administrative	$	24,802,131	$	5,751,079	$	31,062,124	$	15,124,647
Technology and development		1,586,014		2,225,770		3,084,857		4,462,998
Marketing and branding		581,257		497,270		891,466		1,023,289
Total	$	26,969,402	$	8,474,119	$	35,038,447	$	20,610,934

We did not recognize a tax benefit related to share-based compensation for the three and six months ended June 30, 2025 and 2024.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 11 — NET LOSS PER SHARE

The following presents the calculation of basic and diluted loss per share for the three and six months ended June 30, 2025 and 2024:

	For the Three Months Ended<br> June 30,						For the Six Months Ended<br> June 30,
	2025			2024			2025			2024
Basic and Diluted EPS
Numerator
Net loss attributable to the Company	$	(28,274,027	)	$	(11,575,542	)	$	(15,188,220	)	$	(24,005,787	)
Preferred shares redemption value accretion		–			(11,096,312	)		(21,702,737	)		(1,098,804,125	)
Fair value of ordinary shares issued to preferred shareholders		(513,080,828	)		–			(513,080,828	)		–
Fair value of ordinary share warrants issued to preferred shareholders		(15,600,000	)		–			(15,600,000	)		–
Excess carrying value of preferred shares repurchased		38,093,537			–			38,093,537			–
Net loss attributable to ordinary shareholders		(518,861,318	)		(22,671,854	)		(527,478,248	)		(1,122,809,912	)
Denominator
Weighted-average shares outstanding - basic and diluted		431,390,035			138,878,054			286,155,488			138,346,243
Basic and diluted loss per share	$	(1.20	)	$	(0.16	)	$	(1.84	)	$	(8.12	)

The following table summarizes potential ordinary shares outstanding that were excluded from the calculation of diluted net loss per ordinary share, because their effect would have been anti-dilutive:

	For the Three Months Ended<br> June 30,				For the Six Months Ended<br> June 30,
	2025		2024		2025		2024
Options		33,057,765		33,534,491		33,057,765		33,534,491
RSAs		8,079,896		5,678,013		8,079,896		5,678,013
RSUs		8,046,477		7,678,486		8,046,477		7,678,486
Public warrants		9,675,386		–		9,675,386		–
Convertible redeemable preferred shares:
Series A-1		–		50,997,533		–		50,997,533
Series A-2		–		47,849,869		–		47,849,869
Series A-3		–		9,503,120		–		9,503,120
Series B-1		–		44,047,138		–		44,047,138
Series B-2		–		30,539,060		–		30,539,060
Series B-3		–		7,054,530		–		7,054,530
Series C		–		45,971,349		–		45,971,349
Series D		–		43,548,544		–		43,548,544
Total convertible redeemable preferred shares		–		279,511,143		–		279,511,143
Total potential ordinary shares outstanding		58,859,524		326,402,133		58,859,524		326,402,133

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 12 — REVENUES

The following tables present a breakdown of our revenue categories presented within our condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024.

	For the Three Months Ended<br><br> June 30,				For the Six Months Ended<br> June 30,
	2025		2024		2025		2024
Equity and Option Order Flow Income:
Option order flow rebates	$	49,065,412	$	30,257,156	$	94,339,846	$	60,145,364
Equity order flow rebates		19,623,426		13,059,779		38,460,174		27,083,688
Total	$	68,688,838	$	43,316,935	$	132,800,020	$	87,229,052
Interest and Other Related Income:
Stock lending	$	7,637,688	$	7,792,949	$	13,042,625	$	13,476,129
Margin financing		8,617,766		7,022,208		17,519,653		14,409,646
Client bank deposits		17,936,187		13,558,841		32,553,378		29,462,459
Corporate bank deposits		2,094,892		3,524,793		4,310,941		7,048,186
Total	$	36,286,533	$	31,898,791	$	67,426,597	$	64,396,420
Handling Charge Income:
Options		7,104,325	$	6,456,829	$	15,479,547	$	13,824,124
Platform and trading fees		13,001,178		3,908,597		22,172,966		6,245,811
Total	$	20,105,503	$	10,365,426	$	37,652,513	$	20,069,935
Other Revenue:
Data subscription income		2,037,609	$	1,772,544	$	4,021,956	$	3,387,901
Co-marketing income		–		56,243		–		187,530
Syndicate fees		112,454		238,746		403,475		386,268
Lease income		301,669		283,895		604,397		567,831
Foreign exchange fee		737,002		256,381		1,314,638		417,236
Non-trading rebates		1,151,208		–		1,869,991		–
Proxy income		2,048,315		1,692,805		2,694,888		2,121,748
Other		24,219		14,122		73,710		67,687
Total	$	6,412,476	$	4,314,736	$	10,983,055	$	7,136,201

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 13 — OPERATING EXPENSES

The following tables present a breakdown of our expense categories as presented within our condensed consolidated statements of operations and other comprehensive loss for the three and six months ended June 30, 2025 and 2024.

	For the Three Months Ended<br> June 30,				For the Six Months, Ended<br> June 30,
	2025		2024		2025		2024
Brokerage and Transaction:
Clearing and operation cost	$	22,489,442	$	12,565,945	$	37,267,389	$	24,240,577
Market and data fees		5,271,994		3,738,722		10,340,088		7,474,045
Handling charge expense		7,039,280		2,658,562		10,438,695		5,181,451
Total	$	34,800,716	$	18,963,229	$	58,046,172	$	36,896,073
Technology and Development:
Employee compensation benefits	$	13,602,455		9,991,185	$	24,819,003	$	19,895,969
Cloud service fees		3,513,522		3,273,670		6,921,435		6,641,153
System costs		2,024,472		1,735,291		4,324,903		3,353,106
Total	$	19,140,449	$	15,000,146	$	36,065,341	$	29,890,228
Marketing and Branding
Advertising and promotions	$	22,237,232		27,849,187	$	40,441,568	$	55,605,445
Free stock promotions		4,828,103		3,773,825		8,588,422		8,584,785
Employee compensation and benefits		3,235,499		1,559,500		4,261,882		3,006,347
Total	$	30,300,834	$	33,182,512	$	53,291,872	$	67,196,577
General and Administrative
Employee compensation and benefits	$	38,057,910		19,479,962	$	61,044,723		40,626,381
Compliance fees		1,824,891		4,453,301		3,319,827		7,229,836
Office related		5,805,943		4,273,848		11,133,823		8,046,280
Professional services		3,324,013		2,417,355		5,776,021		5,483,598
Depreciation and amortization		1,371,063		777,680		2,153,929		1,702,140
Other		592,904		213,809		1,169,121		436,561
Total	$	50,976,724	$	31,615,955	$	84,597,444	$	63,524,796

NOTE 14 — INCOME TAXES

Our interim period tax provisions are based on the actual year to date effective tax rate (“ETR”), as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes—Interim Reporting,”. This method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of this method is more appropriate than the annual effective tax rate method as (i) the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings at the jurisdictional and subsidiary levels and (ii) the Company’s ongoing assessment that the recoverability of its deferred tax assets is not likely in jurisdictions which are not profitable.

Our ETR was (718.17)% and (20.44)% for the six months ended June 30, 2025 and 2024, which was different than our Cayman island statutory income tax rate of 0% primarily due to tax accruals in jurisdictions with rates different than our statutory rate and the recognition of full valuation allowances on deferred tax assets with respect to jurisdictions in which we are not profitable.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 15 — COMMITMENTS AND CONTINGENCIES

Commitments

On December 5, 2023, Hunan Shuibao Zhiye Co. Ltd., a subsidiary of ours located in Changsha, China, entered into an agreement with the Hunan Xiangjiang New District Administrative Committee for the right to use 288,680 square feet of land located in Riverside New Town Area, Yuelu District for the purposes of constructing a research and development center (the “Land Use Agreement”). The Land Use Agreement requires that construction be completed by December 31, 2026. The Land Use Agreement expires on December 4, 2063.

Share Purchase Agreement

On March 3, 2025, Webull Securities Limited entered into a conditional share purchase agreement to purchase 18,300 shares (the “Share Purchase”) from the noncontrolling shareholder of Webull Indonesia for IDR27,174,772,385 or the equivalent of $1,689,065. On May 6, 2025, Webull Securities Limited advanced the Share Purchase proceeds to the noncontrolling shareholder. The Share Purchase is contingent on the approval from the Financial Services Authority of the Republic of Indonesia (“OJK”). If the OJK approves the Share Purchase and the transaction closes, Webull Securities Limited’s ownership in Webull Indonesia will increase to 95.1%.

Contingencies

General Matters

We are subject to contingencies arising in the ordinary course of our business, including contingencies related to legal, regulatory, non-income tax and other matters. We record an accrual for loss contingencies at management’s best estimate when we determine that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. If a loss is not probable, or a probable loss cannot be reasonably estimated, no accrual is recorded. Amounts accrued for contingencies in the aggregate were $606,905 as of June 30, 2025 and December 31, 2024.

Regulatory Matters

The securities industry is highly regulated and many aspects of our business involve substantial risk of liability. Federal and state regulators, exchanges, or other self-regulatory organizations investigate issues related to regulatory compliance that may result in enforcement action. We are also subject to periodic regulatory audits and inspections that could in the future lead to enforcement investigations or actions.

Indemnification Agreement

We have an indemnification obligation to our clearing broker for any debit balance in customer accounts that are on an introduced basis. Debit balances may result from, but not limited to, fraudulent, unlawful, or otherwise customer behavior and insufficient collateral with respect to customers’ margin/securities lending balances. We determined we had no contingent indemnification obligation as of June 30, 2025 and December 31, 2024.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 16 — FAIR VALUE MEASUREMENT

Our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 are as follows:

	Level 1		Level 2		Level 3		Total
Assets
Financial instruments owned
Equities^(1)^	$	4,281,944	$	–	$	–	$	4,281,944
U.S Treasury Bills^(2)^		99,657,752		–		–		99,657,752
Customer-held fractional shares		127,456,614		–		–		127,456,614
Total financial assets	$	231,396,310	$	–	$	–	$	231,396,310
Liabilities
FX forward contract^(3)^	$	34,885	$	–	$	–	$	34,885
Financial instruments sold not yet purchased^(3)^		–		–		–		–
Equity		4,952,733		–		–		4,952,733
Fractional share repurchase obligation^(3)^		127,456,614		–		–		127,456,614
Total financial liabilities	$	132,444,232	$	–	$	–	$	132,444,232

(1)	Fair value of equities are classified within prepaid expenses and other current assets on our condensed consolidated statements of financial position.

| (2) | Represents U.S. Treasury Bills with an original maturity of less than 90 days and are included within cash equivalents within our condensed consolidated statements of financial position. |

| (3) | Fair value of obligation is classified within payables due to customers on the condensed consolidated statements of financial position. |

During the six months ended June 30, 2025, there were no transfers between levels for financial assets and liabilities.

Our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 are as follows:

	Level 1		Level 2		Level 3		Total
Assets
Financial instruments owned^(1)^
Equities	$	529,984	$	–	$	–	$	529,984
U.S Treasury Bills^(2)^		233,445,264		–		–		233,445,264
FX forward contract^(1)^		60,879						60,879
Customer-held fractional shares		108,252,531		–		–		108,252,531
Total financial assets	$	342,288,658	$	–	$	–	$	342,288,658
Liabilities
Financial instruments sold not yet purchased
Equity options	$	2,196	$	–	$	–	$	2,196
Fractional share repurchase obligation^(3)^		108,252,531		–		–		108,252,531
Total financial liabilities	$	108,254,727	$	–	$	–	$	108,254,727

(1)	Fair value of financial instruments owned are classified within prepaid expenses and other current assets on our condensed consolidated statements of financial position.

| (2) | Represents U.S. Treasury Bills with an original maturity of less than 90 days and are included within cash equivalents within our condensed consolidated statements of financial position. |

| (3) | Fair value of obligation is classified within payables due to customers on our condensed consolidated statements of financial position. |

During the year ended December 31, 2024, there were no transfers between levels for financial assets and liabilities.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 17 — RELATED PARTY BALANCES AND TRANSACTIONS

Revenues and Expenses

Apex Clearing, LLC (“Apex Clearing”) is controlled by Peak 6, a minority common and preferred shareholder of Webull Corporation. Until May 9, 2024, Apex Clearing was considered a related party because Matthew Hulsizer was a co-founder of Peak 6 and served as a board member of Webull Corporation until resigning on May 9, 2024.

The following table presents related party revenue and expenses for the three and six months ended June 30, 2025 and 2024 in connection with Apex Clearing.

		For the Three Months Ended June 30,				For the Six Months Ended <br> June 30,
		2025		2024		2025		2024
Revenue earned from related parties
Apex Clearing	(a)	$	–	$	8,079,110	$	–	$	34,538,949
Total related party revenue		$	–	$	8,079,110	$	–	$	34,538,949
Expenses incurred from related parties
Apex Clearing	(a)	$	–	$	3,999,669	$	–	$	14,285,014
Total related party expenses		$	–	$	3,999,669	$	–	$	14,285,014
(a)	Apex<br>Clearing is our clearing broker. Apex Clearing was considered a related party until May 9, 2024, the date Matthew Hulsizer resigned from<br>our board of directors. We receive revenue from Apex Clearing that primarily represents interest and fully paid stock lending income<br>derived from cash balances and positions on accounts we have introduced to Apex Clearing. Expenses primarily represent clearing costs.<br>The revenue and expenses in the above table are through May 9, 2024, the date Apex Clearing was no longer determined to be a related<br>party.
---	---

NOTE 18 — REVOLVING CREDIT AGREEMENT

On February 21, 2025, Webull Financial LLC (“Webull Financial”), our US broker dealer subsidiary, terminated the revolving credit agreement it entered into with a national bank on September 6, 2024. Simultaneously with the revolving credit agreement termination, Webull Financial entered into a syndicated revolving credit agreement with multiple national banks (the “Syndicated Loan”) that provides for loans up to an aggregate principal amount of $150,000,000. Any outstanding principal under the Syndicated Loan is prepayable in whole or in part and matures on February 20, 2026.

The Syndicated Loan requires monthly interest payments made in arrears. The interest payments are calculated using a daily rate that is based on the greater of (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York for such day plus 0.11448%, (ii) the Federal Funds Rate for such day, and (iii) 0.25% plus 2.5% per annum, which was 7.06% as of June 30, 2025. We also are required to pay a quarterly commitment fee at a rate of 0.50% per annum on the average daily unused portion of available credit. As of June 30, we had no outstanding principal balance.

The Syndicated Loan provides the administrative agent, which is one of the national banks participating in the syndicated revolving credit agreement, a continuing lien on and security interest in certain of Webull Financial’s bank accounts held for the benefit of its customers. The Syndicated Loan also contains financial covenants. Webull Financial shall at all times maintain (i) a tangible net worth of not less than $135,000,000, (ii) excess net capital of not less than $75,000,000, and (iii) a ratio of total assets to total regulatory capital of not more than 8.0 to 1.0.

As of June 30, 2025, the Company was in compliance with the Syndicated Loan’s financial covenants.

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 19 — PROMISSORY NOTES

In connection with the Preferred Share Repurchase as discussed in Note 7 – Convertible Redeemable Preferred Shares, the Company issued unsecured promissory notes with an aggregate principal balance of $100,000,000. The promissory notes mature on April 9, 2027 and their principal balance may be paid in whole or in part prior to maturity. The promissory notes require quarterly interest payments in arrears based on the Federal Reserve’s Daily Secured Overnight Financing Rate plus a spread. The required spread for the first year is one percent and four percent for the second year the promissory notes are outstanding.

As of June 30, 2025, the aggregate principal balance was $100,000,000 and the accrued interest expense recognized was $1,194,055. The effective rate as of June 30, 2025 was 5.45%.

NOTE 20 — OTHER EXPENSE, NET

	For the Three Months Ended <br> June 30,						For the Six Months Ended <br> June 30,
	2025			2024			2025			2024
Equity offering cost	$	10,976,693		$	–		$	10,976,693		$	–
Foreign currency exchange loss		5,740,232			1,590,689			5,843,939			2,037,358
Indemnification obligation adjustment		–			25,314			–			(531,949	)
Interest expense		1,516,978			10,046			1,875,552			10,046
Other income		(353,737	)		(209,061	)		(205,636	)		(71,975	)
Provision for unexpected credit losses		(220,370	)		–			258,665			–
Total	$	17,659,796		$	1,416,988		$	18,749,213		$	1,443,480

NOTE 21 — SEGMENT REPORTING

The following table presents significant expenses provided to the CODM for the three and six months ended June 30, 2025 and 2024.

	For the Three Months Ended<br> June 30,						For the six Months Ended<br> June 30,
	2025			2024			2025			2024
Revenues
Equity and option order flow rebates	$	68,688,838		$	43,316,935		$	132,800,020		$	87,229,052
Interest related income		36,286,533			31,898,791			67,426,597			64,396,420
Handling charge income		20,105,503			10,365,426			37,652,513			20,069,935
Other revenues		6,412,476			4,314,736			10,983,055			7,136,201
Total revenues		131,493,350			89,895,888			248,862,185			178,831,608
Segment expenses
Brokerage and transaction		34,800,716			18,963,229			58,046,172			36,896,073
Technology and development^(1)^		17,554,435			12,774,376			32,980,484			25,427,230
Marketing and branding^(1)^		29,719,577			32,685,242			52,400,406			66,173,288
General and administrative^(1)^		26,174,593			25,864,876			53,535,320			48,400,149
Other segment items^(2)^		26,969,402			8,474,119			35,038,447			20,610,934
Total operating expenses per condensed consolidated statements of operations and comprehensive loss		135,218,723			98,761,842			232,000,829			197,507,674
Operating (loss) income		(3,725,373	)		(8,865,954	)		16,861,356			(18,676,066	)
Other expense, net		17,659,796			1,416,988			18,749,213			1,443,480
Provision for income taxes		6,999,777			1,397,200			13,558,002			4,112,661
Net loss	$	(28,384,946	)	$	(11,680,142	)	$	(15,445,859	)	$	(24,232,207	)
(1)	Excludes<br>share-based compensation. See Note 9 for operating expense allocation.
---	---
(2)	Other<br>segment items represent share-based compensation.
---	---

Webull CorporationNotes to Unaudited Condensed Consolidated Financial StatementsJune 30, 2025

NOTE 21 — SEGMENT REPORTING (cont.)

As we are a single segment entity, the significant segment expenses required to be disclosed under ASC 280 are presented throughout the condensed consolidated financial statements including the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statements of cash flows, Note 12 – Revenues and Note 13 – Expenses.

Our single segment total assets are equivalent to our total consolidated assets as reported on our condensed consolidated statements of financial position.

NOTE 22 — SUBSEQUENT EVENTS

We have evaluated subsequent events for recognition and disclosure through September 8, 2025, the date our condensed consolidated financial statements were issued.

Standby Equity Purchase Agreement

On July 1, 2025, we entered into a standby equity purchase agreement (“SEPA”) with an accredited investor (the “Investor”). Pursuant to the SEPA, we have the right, but not the obligation to issue the Investor, and the Investor has the obligation to subscribe for Class A ordinary shares (the “Shares”), for an aggregate subscription amount of up to $1 billion (the “Commitment Amount”) at any time until July 1, 2028. The SEPA will automatically terminate on the earlier of July 1, 2028 or when the Investor has subscribed for an amount equal to the Commitment Amount.

The issuance price for each subscription of the Shares is 97.5% of the volume weighted average trading price of the Shares on the Nasdaq Stock Market for the applicable trading day in which shares were subscribed for and issued.

As of September 8, 2025, we have issued 9,750,000 Class A ordinary shares for proceeds of $149,161,400 in connection with the SEPA.

Business Combination

On July 11, 2025, Webull Corporation, Feather Sound II, and Webull Pay, Inc. (“Webull Pay”), an exempted company limited by shares incorporated under the laws of the Cayman Islands, entered into a business combination agreement whereby Webull Pay will merge into Feather Sound II with Webull Pay surviving the merger as a wholly owned subsidiary of Webull Corporation (the “Webull Pay Merger”). The Company will pay total merger consideration of $60,000,000 to Webull Pay shareholders in a combination of cash and ordinary shares. The cash and share portion of the merger consideration is $27,534,365 and $32,465,635, respectively, with the share portion representing 2,676,468 ordinary shares valued at price of $12.13 per share based upon the volume-weighted adjusted price of the Company’s Class A ordinary shares for the 30 days prior to July 11, 2025.

The closing is expected to take place in September 2025, subject to satisfaction or waiver of customary conditions including the performance by all parties of their respective covenants, agreements, and obligations, and the receipt of all required approvals, licenses, consents, and filings necessary to consummate the Webull Pay Merger.

The Webull Pay Merger will be considered a related party transaction as our Chief Executive Officer, who is our controlling shareholder, is a principal shareholder of Webull Pay, Inc. We expect to account for the Webull Pay Merger as a business combination using the acquisition method of accounting.

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITIONAND RESULTS OF OPERATIONS

This management’sdiscussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations.We recommend that you read this in conjunction with our unaudited condensed consolidated interim financial statements for the three andsix month periods ended June 30, 2025 and 2024 (the “interim financial statements”) included as Exhibit 99.1 to the Reporton Form 6-K in which this discussion is included. We also recommend that you read “Item 4. Information on the Company”and our audited consolidated financial statements for fiscal year 2024, and the notes thereto, which appear in our Annual Report on Form20-F for the year ended December 31, 2024 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the“SEC”).

Unless otherwise indicatedor the context otherwise requires, all references to “Webull” or the “company,” “we,” “our,”“ours,” “us” or similar terms refer to Webull Corporation and its subsidiaries.

We prepare and report ourunaudited condensed consolidated interim financial statements and audited consolidated financial statements in accordance with generallyaccepted accounting principles in the United States. We maintain our books and records in US Dollar. We have made rounding adjustmentsto some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals insome tables may not be an arithmetic aggregation of the figures that precede them. Unless otherwise indicated, all references to currencyamounts in this discussion and analysis are in US Dollar.

Overview

Webull is a digital investment platform built upon a next-generation global infrastructure. We provide our customers with extensive products, features and functions that go beyond what is offered by most retail investment platforms in the markets today. The Webull platform is specifically designed and developed for our target demographic of young and digitally-savvy retail investors. We believe we are the platform of choice for this new generation of retail investors, whose demands for diverse investment products, mobile-first interface, around-the-clock availability, instant and in-depth market data, and social features may be prohibitively expensive for traditional investment platforms. We pride ourselves in the professional grade trading and investment features we offer. Though we may not be the place where our customers first learn about investing, we aim to be the platform they graduate into as they become more informed about investing. Our customers are primarily millennials and Gen Zs, and approximately 74% report having prior investing experience before opening an account with us as of June 30, 2025. Our young customers provide us with opportunities to grow with and continue to serve them over the next several decades as their trusted lifelong investment partner.

Driven by our strong belief that every retail investor should have access to the resources needed to become a more educated and empowered investor — what we refer to as the informed investor — our platform enables anyone to create a free account on Webull and gain access to the information and analytical tools that other brokerages typically lock behind a paywall, through which we help investors become more informed. The days when real-time stock price data were privileged information hidden behind a paywall are gone, and we believe more sophisticated market information should be made affordable and accessible to ordinary investors. We believe that no investment decision should be made without access to relevant public information, and no investor should have to question the stability of the underlying platform. As a result, many experienced investors choose us for the advanced trading tools and functions we offer, while novice investors look to us as a trusted resource for gaining the education and insight needed to become informed investors.

We serve our customers through a global platform built around self-directed trading and provide our users access to market data from 43 exchanges worldwide as of June 30, 2025. Our freely available information and analytics, coupled with our open digital community features, foster a virtual trading floor experience similar to Wall Street and Canary Wharf where investment theses are freely exchanged and debated with the most popular ideas rising to the surface. Armed with these tools and the Webull Community, experienced and novice investors alike can learn and develop the confidence and ability to grow their personal wealth. While our core product offering is designed for the self-directed retail investor, we also offer a number of wealth management services catered to those customers who prefer a more passive investment solution. We strive to make Webull the platform of choice for everyone who takes investing seriously.

We generate revenues primarily via transaction-based trading activities and interest related income primarily in connection with margin financing services provided to our customers and customer cash balances.

The following tables set forth our key operating and financial metrics as of and for the periods indicated. We regularly review these key metrics to evaluate our business and financial performance as well as make strategic decisions.

For the Three Months Ended

			June 30,			September 30,			December 31,			March 31,			June 30,			September 30,			December 31,			March 31,			June 30,
			2023			2023			2023			2024			2024			2024			2024			2025			2025
Registered users(1) (in millions)	17.3			18.3			19			19.8			20.6			21.1			22.1			23.3			24.1			24.9
Funded accounts(2) (in millions)	3.9			4.1			4.1			4.3			4.3			4.4			4.5			4.7			4.7			4.7
Quarterly retention rate(3)	98	%		97.5	%		97.4	%		98.2	%		97.3	%		97.9	%		98.4	%		98.3	%		97.5	%		97.1	%
Customer assets(4) (US in billions)	6.9			7.5			7.2			8.2			8.7			9.7			11.5			13.6			12.6			15.9
DARTs(5) (in thousands)	705			639			603			560			640			646			707			778			924			1,008
Equity notional volume(6) (US in billions)	96			90			93			92			111			102			119			128			128			161
Options contracts(7)(in millions)	104			105			113			108			112			118			119			112			121			127

All values are in US Dollars.

Our platform is a self-directed investment platform. We do not have control over the investment decisions and trading behaviors of our customers. Our results are highly sensitive to our customers’ trading behaviors and market fluctuations. These are significant, inherent limitations of the above metrics which make predicting future results with precision difficult.

Notes:

(1)	Registered users refer to those users who have registered on our platform but not necessarily have opened a brokerage account with one of our licensed broker-dealers. Growth in our registered users provides insight as to the popularity of the Webull App. While we do not generate revenue from registered users who do not have brokerage accounts with us, registering an account on the Webull App is the first step toward opening and funding a brokerage account with us.
(2)	Funded accounts refer to Webull brokerage accounts into which the customer has made an initial deposit or money transfer, of any amount, whose account balance (which is measured as the fair value of assets in the customer’s account less the amount due from the customer) has not dropped to or below zero for 45 consecutive calendar days as of the record date. Funded accounts reflect unique customers, and multiple funded accounts by a single customer are counted as one funded account. Growth in our funded accounts provides insight as to the effectiveness of our marketing efforts and our ability to acquire monetizable customers. Funded accounts are positively correlated with, but are not determinative, of customer assets, trading volumes, and revenue.
---	---
(3)	Quarterly retention rate is calculated by subtracting the “quarterly churn rate” from 100%. The “quarterly churn rate” means the ratio of (i) churned accounts during the current quarter to (ii) the sum of total funded accounts at the end of the preceding quarter and new funded accounts acquired during the current quarter. A “churned account” means a funded account whose account balance (measured as the fair value of assets in the customer’s account less the amount due from the customer) drops to or below zero for 45 or more consecutive calendar days as of the record date. The quarterly retention rate provides us insight as to how effective we are at servicing our platform users in terms of quality customer support and product offerings.
---	---

(4)	Customer assets refer to the sum of the fair value of all equities, ETFs, options, warrants, futures, and cash held by customers in their Webull brokerage accounts, net of customer margin balances, as of the record date. While customer assets are significantly impacted by mark-to-market valuations of customers’ investments, we consider customer assets an important metric as growth in customer assets generally leads to an increase in trading volumes and revenue.
(5)	DARTs refer to daily average revenue trades, which is the number of customer trades executed during a given period divided by the number of trading days in that period. DARTs provide us information on how active our customers trade. A limitation of this metric is that it does not capture the size of the trade and revenue per trade varies significantly depending on size and type of trades.
---	---
(6)	Equity notional volume refers to the aggregate dollar value (purchase price or sale price as applicable) of trades executed over a specified period of time. Equity notional volume directly drives our equities trading revenue, as we earn payment for order flow or commissions for customers’ equities trades based on a percentage of notional value. However, equity notional volume is highly sensitive to market conditions in the short-term which makes predicting our equity trading revenue with precision difficult.
---	---
(7)	Options contracts refer to the total number of options contracts bought or sold over a specified period of time. Options contracts traded directly drive our options trading revenue, as we earn payment for order flow or commissions for customers’ options trades on a per contract basis. However, options contracts traded is highly sensitive to market conditions in the short-term which makes predicting our options trading revenue with precision difficult.
---	---
	For the Three Months Ended June, 30				For the Six Months Ended June,<br> 30
---	---	---	---	---	---	---	---	---
	2025		2024		2025		2024

	(in thousands)
Key Financial Metrics
Total revenues
Net loss attributable to the Company		)		)		)		)
Adjusted operating profit (loss) (non-GAAP)(1)				)
Adjusted net income (loss) (non-GAAP)(2)				)		)		)

All values are in US Dollars.

Note:

(1)	Adjusted operating income, a non-GAAP financial measure, income loss before income taxes, excluding share-based compensation expenses, one-time transactions, and other expense (income), net.
(2)	Adjusted net income, a non-GAAP financial measure, represents net income attributable to the Company, excluding share-based compensation expenses, foreign currency transaction gains and losses, and one-time transactions
---	---

Key Factors Affecting Our Results of Operations

Our business and operating results are affected by general factors driving the capital markets, digital trading and investment, and other industries in our markets, including demographic and macro-economic growth, technology adoption trends, and the digital transformation of financial service industries. In addition, we believe our results of operations and financial performance are directly affected by certain factors specific to us, including the following:

Growth of our customer base

We have achieved rapid growth in customers since the launch of our trading app in the United States in May 2018. Sustaining our growth requires continued adoption of our platform by new customers and retention of existing customers. Our ability to continue to achieve customer growth is supported by our mobile-first interface and competitive pricing, depth of products, in-depth data and analytics tools, connected social community, and multi-platform interoperability. Additionally, we leverage our customers to organically recommend our platform to their family and friends and drive our growth. The expansion of our customer base depends on the recognition and acceptance of our product and service offerings as well as our value propositions to them. Our ability to educate and demonstrate to existing and prospective customers the value and the effectiveness of our product and service offering is and will continue to be crucial for our business growth, financial performance, and prospects. Leveraging our solid foundation and proven track record, we believe we are well placed to capitalize on overall market growth and attract new retail investors globally.

Our ability to engage and monetize our customers

We have a highly engaged customer base, which contributed to significant increases in trading volume on our platform. As we enrich our product and service offerings, we believe there is significant opportunity to further engage our customers and increase their usage of our platform. Since the launch of our Webull App in the United States in 2018, we have added a wide selection of features, products and services in response to customer demands including ETFs, options, fractional shares, prediction markets, and futures trading as well as cash sweep, margin financing, stock lending, retirement accounts, and syndicate services. During the second and third quarter of 2025, we began reintroducing cryptocurrency trading within the Webull App for users in Brazil and United States, respectively. We have also created a robust community of investors by embedding social media tools and user-generated content into our platform. Our Webull Community complements the investing tools, education, market data, and insight we provide and in turn drives customer engagement and retention. Furthermore, we have been constantly improving our existing features, products and services in response to customer feedback and keep our customers engaged. For example, we rolled out “Webull Lite” in April 2024, an easier-to-use version of the Webull App designed to better serve customers who are new to investing and preferred a more simplified experience.

While not all forms of customer engagement with our platform directly contribute to revenues or otherwise impact our results of operations, as more users join our platform and engage with new and existing features, products, and services, we expect to generate more revenue over time. We believe the increasing customer engagement on our platform demonstrates the growing lifetime value of our young customer base, providing us with opportunities to grow with them over the next several decades.

Our ability to expand globally

We see significant market opportunities globally in the digital brokerage industry. Our proven track record of successful execution in the United States provides us with a strong brand and a tested strategy for expansion to other markets. Our centrally-developed platform is designed to be seamlessly deployed across different markets, and we believe our highly scalable technology infrastructure will allow us to continue to penetrate new markets with moderate investment and marginal cost. Additionally, our strong localization capabilities enable us to better understand local market characteristics as well as the varying needs of local customers, which give us a significant competitive advantage as we continue to expand across the globe. In addition to the U.S. market, we have launched our licensed brokerage business in Canada, Hong Kong, Singapore, Indonesia, Thailand, Malaysia, Australia, Japan, the United Kingdom, and South Africa. We believe a global footprint will enable us to capture the significant potential of underserved markets, creating opportunities for our sustainable growth and business prospects.

Optimization of our operating expenses

Our results of operations depend in part on our ability to manage our operating expenses, especially our marketing and branding expenses. We have invested significantly in marketing and branding to attract customers and sustain our growth. We utilize various marketing tools to attract new customers, such as Webull Referral Program and paid advertising. For the three and six months ended June 30, 2025, our marketing and branding expenses amounted to $30.3 million and $53.2 million, respectively. For the three and six months ended June 30, 2024, our marketing and branding expenses amounted to $33.2 million and $67.2 million, respectively. Our ability to lower such expenses as a percentage of our total revenues depends on our ability to improve customer acquisition efficiency.

In addition, we have made, and will continue to make, significant investments in our technology infrastructure which is critical for us to offer high-quality products and services as well as to attract and retain customers. Our proprietary technology infrastructure is the backbone of our highly stable and scalable trading platform, enabling us to facilitate secure, fast and cost-efficient financial transactions. Our ability to leverage our investment in technology infrastructure and talent to develop and enhance our products and services in a cost-effective manner affects our results of operations.

As our business further grows in scale, we expect our operating expenses to increase in absolute amounts in the foreseeable future. Nevertheless, with our continuous growth in scale and further optimization of our operational capabilities, we believe our continued commitment to operational efficiency and investment in technology will fuel our growth, and reinforce economies of scale to optimize our operating margin.

Macro-environment and conditions

Investment behavior of our customers is affected by the overall macro-environment, including economic, regulatory and market events and conditions, all of which are beyond our control. In particular, tariffs, inflation, tax rates, fluctuations in interest rates and any other unfavorable changes in market conditions can have a material impact on investor sentiment and trading volume, resulting in fluctuation in our trading revenues and interest related revenues.

Key Components of Results of Operations

Revenues

We generate revenues primarily from our equity and option order flow rebates and interest related income. The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented:

	For the Three Months Ended<br> June, 30								For the Six Months Ended<br> June, 30
	2025				2024				2025				2024
		%				%				%				%
	(in thousands)
Revenues:
Equity and option order flow rebates			52.2	%			48.2	%			53.4	%			48.8	%
Interest related income			27.6	%			35.5	%			27.1	%			36.0	%
Handling charge income(1)			15.3	%			11.5	%			15.1	%			11.2	%
Other revenues(2)			4.9	%			4.8	%			4.4	%			4.0	%
Total revenues			100.0	%			100.0	%			100.0	%			100.0	%

All values are in US Dollars.

Note:

(1)	Promotional expenses paid to certain of our customers are required to be recorded as a reduction of revenue, rather than as a marketing and branding expense. For the three months ended June 30, 2025 and 2024, we recorded $4.7 million and $0.73 million, respectively in promotional expenses as a reduction to handling change income. For the six months ended June 30, 2025 and 2024, we recorded, $7.5 million and $1.8 million, respectively, in promotional expenses as a reduction to handling charge income.
(2)	For the three and six months ended June 30, 2025, we recorded $0.4 million in promotional expenses as a reduction in other revenues. We had no such reduction in other revenues during the three and six months ended June 30, 2024.

The following table sets forth a breakdown of our revenues generated from trading activities for each of the key types of assets traded on our platform for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Revenues generated from trading activities for:
Equities
Options(1)
Total

All values are in US Dollars.

Note:

(1)	The revenues generated from trading activities for options also included option handling income, which amounted to $7.1 million and $6.5 million for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, option handling income amounted to $15.5 million and $13.8 million, respectively.

The following table sets forth a breakdown of our revenues generated from external customers, excluding interest income arising from our corporate bank deposits, by geographic region for the periods presented:

	For the Three Months Ended <br>June, 30		For the Six Months Ended<br> June, 30
	2025	2024	2025	2024

	(in thousands)
Revenues^(1)^
USA
Singapore
Hong Kong
Canada
Others
Total

All values are in US Dollars.

Our revenues from external customers amounted to $129.4 million and $244.6 million for the three and six months ended June 30, 2025, respectively, as compared to $86.4 million and $171.8 million for the three and six months ended June 30, 2024. The increase in our revenue from external customers between the comparative periods is predominantly due to revenue growth of our US broker dealer, specifically in equity and option order flow rebates and platform and trading fees.

Note:

(1)	The revenues from external customers did not include interest income arising from our corporate bank deposits, which amounted to $2.1 million and $4.3 for the three and six months ended June 30, 2025, respective, and $3.5 and $7.0 for the three and six months ended June 30, 2024, respectively.

Equity and option order flow rebates

We generate a portion of our revenues from equity and option order flow rebates that we receive from our market makers and liquidity providers for directing our customers’ trade orders to them for execution. In the case of equities and ETFs, the payments we receive are generally based on a percentage of the notional volume of securities being traded. In the case of options, we receive payments on a per contract basis. Our equity and option order flow revenues are recognized on a trade-date basis when we satisfy our performance obligation by routing a trade order to a market maker or a liquidity provider.

The following table sets forth a breakdown of our equity and option order flow rebates by asset type for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Equity and option order flow rebates
Option order flow rebates
Equity order flow rebates
Total

All values are in US Dollars.

Interest related income

Interest related income primarily consists of revenues generated from (i) stock lending services, (ii) margin financing services, (iii) interest income from customers’ bank deposits, and (iv) interest income from our own corporate bank deposits.

Interest related income from stock lending is generated from our clearing partner’s fully paid stock lending program, through which our clearing partner provides us with a portion of the fees it generates from the program, and revenue is recognized over the period that the lending activities are outstanding. Interest related income from margin financing is related to the margin loans provided by our clearing partner to our platform users’ fully disclosed accounts as well the margin loans we provide to our platform users’ who have an omnibus account with us, and revenue is recognized over the period during which the margin loans are outstanding.

In the past we received a majority of our interest related income from our clearing partner. However, due to our initiative to migrate our platform users from a fully disclosed basis to an omnibus basis with our clearing partner, the interest related income we received from our clearing partner for the three and six months ended June 30, 2025 no longer represents a majority of our interest related income.

Additionally, a portion of our interest income is generated from customers’ bank deposits and our own bank deposits, and is recorded on an accrual basis using the effective interest method.

The following table sets forth the components of our interest related income for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Interest related income
Interest related income from stock lending
Interest related income from margin financing
Interest income from customer bank deposits
Interest income from corporate bank deposits
Total

All values are in US Dollars.

The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the three months ended June 30, 2025 and 2024.

	(in thousands)
	Corporate Bank<br> Deposits			Client Bank Deposits^(1)^			Margin^(2)^			Fully Paid Securities Lending^(3)^			Total Interest<br> Income
Three Months Ended June 30, 2025
Interest income	$	2,095		$	17,936		$	8,618		$	7,638		$	36,287
Average balance^(4)^	$	345,772		$	3,167,510		$	448,617		$	5,366,516
Period Yield^(5)^		2.42	%		2.27	%		7.68	%		0.57	%
Three Months Ended June 30, 2024
Interest income	$	3,525		$	13,559		$	7,022		$	7,793		$	31,899
Average balance^(4)^	$	369,030			2,075,319		$	347,491		$	2,149,354
Period Yield^(5)^		3.82	%		2.61	%		8.08	%		1.45	%

The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the six months ended June 30, 2025 and 2024.

	(in thousands)
	Corporate Bank<br> Deposits			Client Bank Deposits^(1)^			Margin^(2)^			Fully Paid Securities Lending^(3)^			Total Interest<br> Income
Six Months Ended June 30, 2025
Interest income	$	4,311		$	32,553		$	17,520		$	13,043		$	67,427
Average balance^(4)^	$	299,101		$	3,023,007		$	461,671		$	5,371,350
Period Yield^(5)^		2.88	%		2.15	%		7.59	%		0.49	%
Six Months Ended June 30, 2024
Interest income	$	7,048		$	29,462		$	14,410		$	13,476		$	64,396
Average balance^(4)^	$	382,352			2,033,239		$	325,239		$	2,475,466
Period Yield^(5)^		3.69	%		2.90	%		8.86	%		1.09	%

Notes:

(1)	Includes cash and cash equivalents segregated under federal and foreign requirements, customers’ cash that is participating in our off-balance sheet cash sweep program and cash of our platform users who are on a fully introduced basis with Apex Clearing.

(2)	Balance includes both our on-balance sheet margin loans and the off-balance sheet margin loans of our platform users’ that are administered on a fully-introduced basis with Apex Clearing.
(3)	Balance represents the value of the platform users’ securities that are enrolled in Apex Clearing’s fully paid stock lending program on either a fully-introduced basis or on an omnibus basis.
---	---
(4)	Represents the average of month-end balances for the period.
---	---
(5)	Period yield is calculated by annualizing interest income and dividing by applicable average balance.
---	---

Corporate BankDeposits — Our interest income on our corporate cash decreased $1.4 million and $2.7 million for the three and six months ended June 30, 2025, respectively, as compared to the same comparative prior periods as a result of a lower effective federal funds rate and lower average corporate cash balances between the periods.

Customer Bank Deposits— Although the effective funds rate was lower during the three and six months ended June 30, 2025 as compared to same comparative prior periods, our interest earned on customer bank deposit increased $4.4 million and $3.1 million between the three and six months ended June 30, 2025 and 2024, respectively, due to the growth in our funded accounts and average customer cash balances between the periods.

Margin Balances — Our margin interest income increased $1.6 million and $3.1 million between the three and six months ended June 30, 2025 and 2024, respectively. Despite a decrease in the effective federal funds rate between the periods, which had an impact on the rates we charge customers, our margin interest income increased between the three-month periods due to higher average margin loan balances and increased margin rates on the margin loans of our platform users who have not subscribed to Webull Premium. In April 2025, we launched our Webull Premium subscription that provides access to reduced margin rates for platform users who subscribe, and we increased our margin rates from a tiered rate structure to a standard flat rate for platform users who have not subscribed to Webull Premium. Our margin interest income increased between the six-month periods primarily due to higher average margin loan balances.

Fully Paid Securities Lending— Despite an increase in the average balance of our platform users’ securities enrolled in Apex Clearing’s fully paid stock lending program between the three and six periods ended June 30, 2025 and 2024, our overall interest income from the lending program remained consistent as our effective yield declined. Interest income from the fully paid securities lending program is difficult to predict as rates earned on securities lending are impacted by overall market conditions which significantly influence the general demand for borrowing stock. Also, hard to borrow stocks can cause volatility in the rate earned between periods.

Handling charge income— Our handling charge income includes our commissions and platform trading fees charged to customers of our foreign broker-dealers as well as other trade fees charged to customers which represent pass-thru of trading fees charged to us by regulatory authorities and exchange fees passed through to us by market makers. Such fees may include SEC fees, OCC fees, and per contract charges for index options.

Other revenues

Other revenues primarily consist of income generated from our (i) data subscription services, (ii) co-marketing services, (iii) syndicate fees in connection with IPO and secondary offerings, (iv) income from leased portions of our corporate office building, (v) foreign exchange fees, (vi) non-trade related rebates, and (vii) proxy rebates. The following table sets forth the components of our other revenues for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Other Revenues
Data subscription income
Co-marketing income
Syndicate fees
Lease income
Foreign exchange fee
Non-trading rebates
Proxy income
Other
Total

All values are in US Dollars.

Revenue from data subscription services represents subscription by our users to our market information and data services. We provide advanced quotation services, such as Level 2 Advance powered by Nasdaq TotalView, for which our customers subscribe on a monthly basis. For the three and six months ended June 30, 2025, we recorded $2.0 million and $4.0 million, respectively, in revenue from paid subscriptions to our market information and data services, and recognized $1.8 million and $3.4 million in such revenue for the three and six months ended June 30, 2024, respectively.

Revenue from co-marketing services is primarily derived from our co-marketing services provided to Nasdaq and Cboe. In 2020, we entered into a service agreement with Nasdaq, pursuant to which Nasdaq granted us a license to receive and use Nasdaq’s proprietary data products in accordance with Nasdaq’s requirements. By presenting the underlying market data and information from Nasdaq on our platform, we functionally promote such data products for Nasdaq and therefore receive incentives from Nasdaq for the marketing and promotion effects we bring to Nasdaq. In 2021, we entered into a sponsored content agreement with Cboe whereby Cboe provides us sponsored content to market and promote Cboe securities products and services. We receive incentive payments that are based upon the level of our marketing and promotional spend. Our service agreement with Nasdaq expired in July 2023, and our agreement with Cboe expired in August 2024.

Lease income represents revenue earned from leasing a portion of our excess corporate office space. In November 2022, we acquired a 5-story office building located in St. Petersburg, Florida to function as our corporate and operations headquarters.

Revenue from syndicate fees is derived from our participation in IPO and secondary offerings as a member of the syndicate selling group. As a member of the selling group, we do not commit any capital. We publicize to our users the opportunity to subscribe to offerings in which we are a selling group member. We are allocated shares by the lead underwriter at a discount to the offering price. We then allocate those shares among the users that subscribe to the offering at the offering price, thereby capturing the selling group spread. Revenue is recognized when realized on the trade date of the sale of allocated shares to users.

Revenue from foreign exchange fee consists of the fee we charge to convert a platform user’s domestic currency into a foreign currency to facilitate the platform user’s purchase of securities in foreign markets, and, conversely, the fee we charge to convert proceeds from the sale of securities in foreign markets to the platform user’s domestic currency.

Revenue from non-trading rebates mainly consists of rebates we receive from our banking partner in connection with our platform users’ debit card transactions.

Revenue from proxy rebates represents income generated through our collaboration with a third-party investor communications company. We share certain shareholder information with the third-party, enabling them to distribute materials to investors, such as documents related to shareholder meetings and voting instructions. Our revenue comes from a portion of the payments the third party receives from issuers. This revenue is recognized once we fulfill our obligation to provide the required data and the third-party provider verifies our share.

Operating expenses

The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented:

	For the Three Months Ended June, 30								For the Six Months Ended June, 30
	2025				2024				2025				2024
		%				%				%				%
	(in thousands)
Operating expenses:
Brokerage and transaction			25.7	%			19.2	%			25.0	%			18.7	%
Technology and development			14.2	%			15.2	%			15.5	%			15.1	%
Marketing and branding			22.4	%			33.6	%			23.0	%			34.0	%
General and administrative			37.7	%			32.0	%			36.5	%			32.2	%
Total operating expenses			100.0	%			100.0	%			100.0	%			100.0	%

All values are in US Dollars.

Brokerage and transaction

Brokerage and transaction expenses primarily consist of clearing and operation costs, market information and data fees, and handling charge expenses. Our clearing and operation costs accounted for 64.6% and 66.3% of our brokerage and transaction expenses for the three months ended June 30, 2025 and 2024, respectively, and such costs accounted for 64.2% and 65.7% of our brokerage and transaction expenses for the six months ended June 30, 2025 and 2024, respectively. The following table sets forth the components of our brokerage and transaction expenses for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Brokerage and transaction
Clearing and operation costs
Market information and data fees
Handling charge expenses
Total

All values are in US Dollars.

Clearing and operation costs consist of clearing costs, mainly representing service fees charged by our clearing partner, and operation costs such as customer verification fees, processing costs, and customer debit balances for which we are responsible. Market information and data fees mainly represent information and data fees that we pay to stock exchanges and market data providers. Handling charge expenses mainly represent handling fees charged by the OCC in connection with the clearing of settled option transactions and transaction fees charged by payment service providers for customers funding their brokerage accounts using debit cards.

Technology and development

Technology and development expenses consist of research and development expenses, primarily in the form of compensation and benefits for engineers and developers, and related costs, cloud service fees, and system costs. Cloud service fees represent data storage and computing service fees. System costs represent fees to software providers to access and use their systems.

The following table sets forth the components of our technology and development expenses for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Technology and development
Employee compensation benefits
Cloud services fees
System costs
Total

All values are in US Dollars.

Marketing and branding

Marketing and branding expenses primarily consist of advertising and promotion costs, costs of free stock promotions, and expenses for personnel engaged in marketing and business development activities. The following table sets forth the components of our marketing and branding expenses for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Marketing and branding
Advertising and promotions
Free stock promotions
Employee compensation and benefits
Total

All values are in US Dollars.

Our advertising and promotion costs represent our expenditures in advertising marketing and branding activities. As a digital trading platform, the vast majority of our advertising and promotion costs are incurred for digital advertising such as paid search on search engines and paid social advertising on social network platforms. For the three months ended June 30, 2025 and 2024, we spent a total of $11.9 million and $15.5 million on paid search and paid social advertising, respectively. For the six months ended June 30, 2025 and 2024, we spent a total of $20.2 million and $28.7 million on paid search and paid social advertising, respectively. In addition, starting in 2021, we also increased our spending on branding activities to promote awareness of the Webull brand globally. Specifically, we entered into a global multi-year agreement with Brooklyn Nets, LLC and its affiliates in September 2021, pursuant to which were obliged to pay an aggregate of $90 million in non-refundable fees over the following three years for the placement of a “Webull”-branded patch on Brooklyn Nets game jerseys. For the three and six months ended June 30, 2024, we recognized $8.3 million and $16.5 million in advertising and promotion costs attributable to the Brooklyn Nets sponsorship. No such expense was recognized for the three or six months ended June 30, 2025 as the Brooklyn Nets sponsorship ended during September 2024.

The expense of free stock promotions is determined when an eligible customer receives their free stock and is based upon the fair value of the stock transferred to the customer. We acquire the stock after the stock rewards are claimed. At the time eligible customers claim their free stock rewards, they become entitled to those free stock rewards and we assign the specific stocks to the users using an algorithm. For our fully disclosed accounts, the acquired stocks are deposited into the designated account at Apex Clearing and we instruct Apex Clearing to transfer the stocks from our account to the account of the eligible customers who are entitled to the free stock rewards. For omnibus accounts, we purchase the stocks within our designated stock omnibus account and then allocate the shares to the accounts of eligible customers who are entitled to the free stock rewards.

We record the cost of acquiring the stock rewards as marketing and branding expenses within our statement of operations and comprehensive loss. At each reporting period, an estimated accrual for unsettled stock award is recorded as a liability with corresponding accrued marketing expense. Any changes to the fair value of the stock award from the accrual to the time the security is transferred to the customer’s account is recorded as marketing expense. However, we are required to account for free stock and cash promotions paid to certain of our customers as a reduction in revenue, rather than as a marketing and branding expense. For the three months ended June 30, 2025 and 2024, we classified $4.7 million and $0.73 million, respectively, of promotional expenses as a reduction to handling charge income. For the six months ended June 30, 2025 and 2024, we classified $7.5 million and $1.8 million, respectively, in promotional expenses as a reduction to handling charge income. We classified $0.4 million of such costs as a reduction to other revenues for the three and six months ended June 30, 2025. We had no such reduction in other revenues during the three and six months ended June 30, 2024.

Our marketing and branding expenses also include the compensation to our referral partners. Our referral partners are opinion leaders and other third-party organizations/forums, generally influential individuals, who primarily utilize social media to express views and values, demonstrate professional competence, and maintain a network of followers. We compensate our referral partners for each new user that uses the referral partner’s event-specific link to open and fund a Webull brokerage account with a minimum deposit amount, the total compensation for whom depends on the size of the referral partners’ network of followers and the effect of the marketing activities. We primarily compensate our referral partners by transferring free stocks into their Webull accounts, which are recorded as our costs of free stock promotions, and to a much lesser extent, cash, which is recorded as our advertising and promotion costs. For the three months ended June 30, 2025 and 2024, the total expenses recognized for our referral partners, including the compensation recognized as our costs of free stock promotions and our advertising and promotion costs, amounted to $1.4 million and $1.0 million, respectively. For the six months ended June 30, 2025 and 2024, the total expenses recognized for our referral partners, including the compensation recognized as our costs of free stock promotions and our advertising and promotion costs, amounted to $4.2 million and $3.6 million, respectively.

General and administrative

General and administrative expenses primarily consist of employee compensation and benefits, professional services, compliance fees, rental payments on office and related occupancy costs and depreciation and amortization of right-of-use assets. The following table sets forth the components of our general and administrative expenses for the periods presented:

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
General and administrative
Employee compensation and benefits
Compliance fees
Office related
Professional services
Depreciation and amortization
Other
Total

All values are in US Dollars.

Taxation

Cayman Islands

We are an exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax on income or capital gains, and the Cayman Islands currently has no form of estate duty, inheritance tax or gift tax. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands currently does not impose withholding tax on dividend payments.

United States

Our subsidiaries located in the United States are subject to a federal income tax rate of 21% for domestic taxable income earned.

Hong Kong SAR

Our Hong Kong subsidiaries are subject to a profit tax rate of 16.5% under the current Hong Kong Inland Revenue Ordinance on their taxable income generated from operations in Hong Kong.

Singapore

Our Singapore subsidiaries are subject to a corporate income tax rate of 17%.

Mainland China

The standard corporate income tax rate in Mainland China is 25% and 15% for certain qualified enterprises. Our main operating subsidiary in Mainland China has applied and received approval for the reduced corporate income tax rate beginning with the tax year 2023.

Non-GAAP Financial Measures

We use adjusted operating expenses, adjusted operating profit and adjusted net income, all non-GAAP financial measures, to evaluate our operating results and for financial and operational decision-making purposes. Adjusted operating expenses represent operating expenses, excluding share-based compensation expenses. Adjusted operating profit represents income before income taxes, excluding share-based compensation expenses, one-time transactions, and other expense, net. Adjusted net income represents net income attributable to the Company, excluding share-based, foreign currency transaction gains and losses, and one-time transactions.

We believe that adjusted operating expenses, adjusted operating profit and adjusted net income helps identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in operating expenses, income before income taxes, and net income attributable to the Company. We believe that adjusted operating expenses, adjusted operating profit and adjusted net income provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

Adjusted operating expenses, adjusted operating profit and adjusted net income should not be considered in isolation or construed as an alternative to net income attributable to the Company or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted operating expenses, Adjusted operating profit and adjusted net income presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The table below sets forth a reconciliation of our adjusted operating expenses to our operating expenses.

	For the Three Months Ended June, 30		For the Six Months Ended June, 30
	2025	2024	2025	2024

	(in thousands)
Total operating expenses (GAAP)
Less: Share-based compensation
Adjusted operating expenses (Non-GAAP)

All values are in US Dollars.

The table below sets forth a reconciliation of our adjusted operating profit to income (loss) before income taxes.

	For the Three Months Ended June, 30				For the Six Months Ended June, 30
	2025		2024		2025		2024

	(in thousands)
Loss before income taxes (GAAP)		)		)		)		)
Add: Other expense, net
Add: Share-based compensation
Adjusted operating profit (loss) (Non-GAAP)				)

All values are in US Dollars.

The table below sets forth a reconciliation of our adjusted net income to net income (loss) attributable to the Company for the periods indicated.

	For the Three Months Ended June, 30				For the Six Months Ended June, 30
	2025		2024		2025		2024

	(in thousands)
Net loss attributable to the Company (GAAP)		)		)		)		)
Add: Share-based compensation
Add: Foreign currency transaction losses
One-time transaction:
Add: Equity offering costs
Adjusted net income (loss) (Non-GAAP)				)				)

All values are in US Dollars.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the three and six month periods ended June 30, 2025 and 2024. This information should be read together with our condensed consolidated interim financial statements and related notes. The results of operations in any period are not necessarily indicative of our future trends.

	For the Three Months Ended June, 30				For the Six Months Ended June, 30
	2025		2024		2025		2024

	(in thousands)
Revenues
Equity and option order flow rebates
Interest related income
Handling charge income
Other revenues
Total revenues
Operating expenses
Brokerage and transaction
Technology and development
Marketing and branding
General and administrative
Total operating expenses
Other expense, net
Loss before income taxes		)		)		)		)
Provision for income taxes
Net loss		)		)		)		)
Less net loss attributable to noncontrolling interest		)		)		)		)
Net loss attributable to the Company		)		)		)		)
Preferred shares redemption value accretion				)		)		)
Fair value of ordinary shares issued to preferred shareholders		)				)
Fair value of ordinary share warrants issued to preferred shareholders		)				)
Excess carrying value of preferred shares repurchased
Net loss attributable to ordinary shareholders		)		)		)		)

All values are in US Dollars.

Note:

(1)	Share-based compensation expenses were allocated in operating expenses as follows:
	For the Three Months Ended June, 30		For the Six Months Ended June, 30
---	---	---	---	---
	2025	2024	2025	2024

	(in thousands)
General and administrative
Technology and development
Marketing and branding
Total

All values are in US Dollars.

Comparison of the Three Months Ended June 30, 2025 and 2024

Revenues

Our total revenues increased by $41.6 million from $89.9 million for the three months ended June 30, 2024 to $131.5 million for the three months ended June 30, 2025, primarily due to increases in option order flow rebates, equity order flow rebates, margin financing interest, client bank deposit interest, handling charge income, and other income of $18.8 million, $6.6 million, $1.6 million, $4.4 million, $9.7 million, and $2.1 million, respectively, which was partially offset by decrease in corporate bank deposit interest of $1.4 million. The reasons for the changes are discussed below:

*Option order flow rebates.*Our option order flow rebates increased $18.8 million for the three months ended June 30, 2025 as compared to the same prior year period. This increase is attributable to (i) rate card changes with market makers and liquidity providers that became effective subsequent to June 30, 2024, (ii) a decline in large option transactions with narrow spreads, specifically short-dated options tied to index ETFs, which when transacted result in lower order flow rebates, and (iii) an increase of 9 million option contracts traded between the periods.

*Equity order flow rebates.*Our equity order flow rebates increased $6.6 million during the three months ended June 30, 2025 as compared to the same prior year period as a result of an increase of $59.5 billion in equity trading notional value between the periods.

Stock lending income. Our stock lending income was $7.6 million for the three months ended June 30, 2025 and was relatively consistent from same prior year period.

Margin finance interest. Our margin finance interest increased $1.6 million during the three months ended June 30, 2025 as compared to the same prior year period, despite a decrease in the effective federal funds rate between the periods which impacts the rates we charge on our margin loans, primarily due to a higher average margin loan balances and increased margin rates on the margin loans of our platform users who have not subscribed to Webull Premium. In April 2025, we launched our Webull Premium subscription that provides access to reduced margin rates for platform users who subscribe, and we increased our margin rates from a tiered rate structure to a standard flat rate for platform users who have not subscribed to Webull Premium.

Client bank deposit interest. Our interest income on customer bank deposits increased $4.4 million during the three months ended June 30, 2025 as compared to the same prior year period, primarily as result of higher average client cash balances.

Corporate bank depositinterest. Our interest income on our corporate bank deposits decreased $1.4 million during the three months ended June 30, 2025 as compared to the same prior year period, primarily as result of a decline in the effective federal funds rate and our lower average corporate cash balances between the periods.

HandlingCharge Income. Our handling charge income consists of options related trading fees and other platform trading fees. Our handling charge income increased $9.7 million for the three months ended June 30, 2025 as compared to the same prior year period. The increase is mainly attributable to growth in our other platform trading fees, specifically increases in our futures product that was launched in the second quarter of 2024 and growth in certain of our international broker dealers.

Other revenues. Other revenues increased $2.1 million during the three months ended June 30, 2025 as compared to the same prior year period, primarily due to launching a new debit card account funding feature in 2025 whereby we earn a rebate from our banking partner.

Operating expenses

Our total operating expenses increased by $36.5 million from $98.8 million for the three months ended June 30, 2024 to $135.2 million for the current year period, primarily due to increases in brokerage and transaction expenses, technology and development expenses, general and administrative expenses of $15.8 million, $4.1 million, $19.4 million, respectively, offset by a decrease in marketing and branding of $2.9 million. The reasons for the changes are discussed below:

*Brokerage and transaction.*Our brokerage and transaction expenses increased by $15.8 million between the three months ended June 30, 2025 and same prior year period, primarily consisting of (i) an $9.9 million increase in clearing and operation expenses as a result of increased securities trading between the periods; (ii) a $4.4 million increase in handling charges, of which $3.5 million relate to fees incurred on our platform users’ debit card deposit transactions, a funding method introduced in early 2025; and a $1.5 million increase in our market and data fees as a result of growth in our platform user base and launching in new markets.

*Technology and development.*Our technology and development expenses increased by $4.1 million between the three months ended June 30, 2025 and the same prior year period due to higher technology personnel costs as a result our efforts to grow existing markets through product development and support markets where we more recently launched.

*Marketing and branding.*Our marketing and branding expenses decreased by $2.9 million between the three months ended June 30, 2025 and the same prior year period, primarily reflecting a decrease of $5.6 million in advertising and promotions offset by increases of $1.0 million in free stock promotions and $1.7 million in employee compensation and benefits. The decrease in advertising and promotions expenses was due our efforts to grow the number of our client accounts utilizing more cost-effective customer acquisition promotions and advertising. For instance, we focused more on asset-based promotional activities and did not renew our Brooklyn Nets sponsorship, which ended in September 2024. The increase in employee compensation and benefits is due to increasing our marketing team to support existing markets and markets where we more recently launched.

*General and administrative.*Our general and administrative expenses increased by $19.4 million between the three months ended June 30, 2025 and the same prior year period, primarily due to increases in stock compensation expense, office related expenses, and professional fees of $19.1 million, $1.5 million, and $0.9 million, respectively, offset by $2.6 million in decreased compliance costs. Stock compensation expense increased due to the issuance of more immediately vested restricted share awards between the periods which had a higher fair value as the Company’s equity value increased between the periods. Office related expenses increased as result of growth in our global operations. The decrease in compliance fees between the periods was due to us settling certain regulatory matters which led to a reduction in our loss contingency accrual.

Other expense, net. Our other expense, net increased $16.2 million for the three months ended June 30, 2025 as compared to the same prior year period, primarily because of expensing $10.9 million of equity offering costs, recognizing an increase of $4.1 million in foreign currency exchange losses, and incurring $1.5 million of interest expense of which $1.2 million pertains to accrued interest on the $100 million of outstanding unsecured promissory notes that were issued in connection with the Company repurchasing preferred shares from certain preferred shareholders on April 10, 2025, offset by a reduction of $0.4 million in other expenses.

Loss before income taxes

As a result of the foregoing, our loss before income taxes increased from $10.3 million for the three months ended June 30, 2024 to $21.4 million for the three months ended June 30, 2025.

Provision for income taxes

Our provision for income taxes increased $5.6 million for the three months ended June 30, 2025 as compared to the same prior year period, because of increased profitability of our operations in certain taxable foreign jurisdictions.

Net loss

As a result of the foregoing, we incurred a net loss of $28.4 million for the three months ended June 30, 2025 as compared to $11.7 million for the three months ended June 30, 2024.

Net loss attributable to noncontrolling interest

We own an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia. Our equity interest represents a controlling financial interest; and, therefore, we consolidate the results of PT Webull Sekuritas Indonesia and recognize a noncontrolling interest for the portion of equity interest we do not own. For the three months ended June 30, 2025, the net loss attributable to noncontrolling interest was $110.9 thousand as compared to $104.6 thousand for the three months ended June 30, 2024.

Net loss attributable to the Company

After excluding the net loss attributable to our noncontrolling interest, our net loss attributable to the Company was $28.3 million for the three months ended June 30, 2025 as compared to $11.6 for the three months ended June 30, 2024.

Net loss attributable to ordinary shareholders

Our net loss attributable to ordinary shareholders increased $496.2 million for the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 as a result of (i) our net loss attributable to the Company increasing $16.7 million; (ii) the recognition of $513.1 million in fair value of ordinary shares issued to certain preferred shareholders on April 10, 2025, immediately preceding the closing of the business combination transaction with SK Growth Opportunities Corporation; (iii) the recognition of $15.6 million in fair value of ordinary share warrants issued to certain preferred shareholders in connection with the business combination transaction, offset by a $38.1 million return to equity of the excess carrying value of preferred shares repurchased and a decrease in preferred shares redemption accretion of $11.1 million due to the preferred shares converting to ordinary shares on April 10, 2025.

Comparison of the Six Months Ended June 30, 2025 and 2024

Revenues

Our total revenues increased by $70.0 million from $178.8 million for the six months ended June 30, 2024 to $248.9 million for the six months ended June 30, 2025, primarily due to increases in option order flow rebates, equity order flow rebates, margin financing interest, client bank deposit interest, handling charge income, and other income of $34.2 million, $11.4 million, $3.1 million, $3.1 million, $17.6 million, and $3.8 million, respectively, which was partially offset by decrease in corporate bank deposit interest of $2.7 million. The reasons for the changes are discussed below:

*Option order flow rebates.*Our option order flow rebates increased $34.2 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. This increase is attributable to (i) rate card changes with market makers and liquidity providers that became effective subsequent to June 30, 2024, (ii) a decline in option transactions with narrow spreads, specifically short-dated options tied to indices, which when transacted result in lower order flow rebates, and (iii) an increase of 18.0 million option contracts traded between the periods.

*Equity order flow rebates.*Our equity order flow rebates increased $11.4 million during the six months ended June 30, 2025 as compared to the same prior year period as a result of an increase in equity trading notional value between the periods of $76.1 billion.

Stock lending income. Our stock lending income was $13.0 million for the six months ended June 30, 2025 and was relatively consistent from same prior year period.

Margin finance interest. Our margin finance interest increased $3.1 million during the six months ended June 30, 2025 as compared to the same prior year period primarily as a result of higher average margin balances between the periods.

Client bank deposit interest. Our interest income on customer bank deposits increased $3.1 million during the six months ended June 30, 2025 as compared to the same prior year period, primarily as result of higher average client cash balances.

Corporate bank depositinterest. Our interest income on our corporate bank deposits decreased $2.7 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily as result of a decline in the effective federal funds rate and our lower average corporate cash balances between the periods.

*Handling Charge Income.*Our handling change income consists of options related trading fees and other platform trading fees. Our handling charge income increased $17.6 million, after the offset of $5.7 million in incremental marketing expenses recorded as contra revenue, for the six months ended June 30, 2025 as compared to the same prior year period. The increase is mainly attributable to growth in our other platform trading fees, specifically increases in our futures product that was launched in second quarter of 2024 and growth in certain of our international broker dealers.

Other revenues. Other revenues increased $3.8 million between the six months ended June 30, 2025 as compared to the same prior year period, primarily due to launching a new debit card account funding feature in 2025 whereby we earn a rebate from our banking partner.

Operating expenses

Our total operating expenses increased by $34.5 million during the six months ended June 30, 2025 as compared to the same prior year period, primarily due to increases in brokerage and transaction expenses, technology and development expenses, general and administrative expenses of $21.2 million, $6.2 million, $21.1 million, respectively, offset by a decrease in marketing and branding of $14.0 million. The reasons for the changes are discussed below:

*Brokerage and transaction.*Our brokerage and transaction expenses increased by $21.2 million between the six months ended June 30, 2025 and same prior year period, primarily consisting of (i) an $13.0 million increase in clearing and operation expenses as a result of increased securities trading between the periods; (ii) a $5.3 million increase in handling charges, of which $3.5 million relate to fees incurred on our platform users’ debit card deposit transactions, a funding method introduced in early 2025; and a $2.9 million increase in our market and data fees as a result of growth in our platform user base and launching in new markets.

*Technology and development.*Our technology and development expenses increased by $6.2 million between the six months ended June 30, 2025 and the same prior year period. The increase is mainly due to higher technology personnel costs as a result our efforts to grow existing markets through product development as well as support markets where we recently launched.

*Marketing and branding.*Our marketing and branding expenses decreased by $13.9 million from $67.2 million for the six months ended June 30, 2024 to $53.3 million for the six months ended June 30, 2025, primarily reflecting a decrease of $15.2 million in advertising and promotions offset by increases of $1.3 million in employee compensation and benefits. The decrease in advertising and promotions expenses was due our efforts to grow the number of our client accounts utilizing more cost-effective customer acquisition promotions and advertising. For instance, we focus more on asset-based promotional activities and did not renew our Brooklyn Nets sponsorship, which ended in September 2024. The increase in employee compensation and benefits is due to increasing our marketing team to support existing markets and markets where we more recently launched.

*General and administrative.*Our general and administrative expenses increased by $21.1 million between the six months ended June 30, 2025 and the same prior year period, primarily due to increases in stock compensation expense, office related expenses, and other general and administrative expenses of $19.1 million, $3.1 million, $2.8 million, respectively, offset by $3.9 million in decreased compliance costs. Stock compensation expense increased due to the issuance of more immediately vested restricted share awards between the periods, which had a higher fair value as the Company’s equity value increased between the periods. Office related and other general and administrative expenses increased as a result of growth in our global operations. The decrease in compliance fees between the periods was mainly due to us settling certain regulatory matters which led to a reduction in our loss contingency accrual.

Other expense, net. Our other expense, net increased $17.3 million for the six months ended June 30, 2025 as compared to the same prior year period, primarily because of expensing $10.9 million of equity offering costs, recognizing an increase of $3.8 million in foreign currency exchange losses, incurring $1.9 million of interest expense of which $1.2 million pertains to the $100 million of outstanding unsecured promissory notes that were issued in connection with the Company repurchasing preferred shares from certain preferred shareholders on April 10, 2025.

Loss before income taxes

As a result of the foregoing, our loss before income taxes decreased $18.2 million for the six months ended June 30, 2025 as compared to the same prior year period.

Provision for income taxes

Our provision for income taxes increased $9.4 million for the six months ended June 30, 2025 as compared to the same prior year period, because of increased profitability of our operations in certain foreign taxable jurisdictions.

Net loss

As a result of the foregoing, we incurred a net loss of $15.4 million for the six months ended June 30, 2025 as compared to $24.2 million for the three months ended June 30, 2024, representing a decrease of $8.8 million.

Net loss attributable to noncontrolling interest

We own an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia. Our equity interest represents a controlling financial interest; and, therefore, we consolidate the results of PT Webull Sekuritas Indonesia and recognize a noncontrolling interest for the portion of equity interest we do not own. For the six months ended June 30, 2025, the net loss attributable to noncontrolling interest was $257.6 thousand as compared to $226.4 thousand for the six months ended June 30, 2024.

Net loss attributable to the Company

After excluding the net loss attributable to our noncontrolling interest, our net loss attributable to the Company was $15.2 million for the six months ended June 30, 2025 as compared to $24.0 for the six months ended June 30, 2024.

Net loss attributable to ordinary shareholders

Our net loss attributable to ordinary shareholders decreased $595.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 as a result of (i) our net loss attributable to the Company decreasing $8.8 million, (ii) $1,077.1 million reduction in preferred shares redemption accretion, (iii) $38.1 million return to equity of the excess carrying value of preferred shares repurchased, offset by the recognition of $513.1 million in fair value of ordinary shares issued to certain preferred shareholders on April 10, 2025, immediately preceding the closing of the business combination transaction with SKGR and the recognition of $15.6 million in fair value of ordinary share warrants issued to certain preferred shareholders in connection with the business combination transaction.

Liquidity and Capital Resources

Historically until the closing of our business combination transaction on April 10, 2025 and the immediately following listing of our stock on Nasdaq, we had financed our operating and investing activities primarily through cash generated by historical convertible redeemable preferred equity financing activities and operations. Subsequent to our closing of the business combination and the listing of our stock, we have raised $204.5 million in proceeds from the exercise of various warrants that were issued and/or assumed in connection with the business combination transaction. As of June 30, 2025 and 2024, we had cash and cash equivalents of $476.7 million and $270.7, respectively. Our cash and cash equivalents represent demand deposits held at banks which are unrestricted as to withdrawal or use and highly liquid investments with original maturities of less than 90 days.

We have a syndicated revolving credit agreement (“Syndicated Loan”) for an amount up to $150 million whereby we can borrow solely to finance withdrawals from our US broker dealer subsidiary’s reserve account that is maintained for the exclusive benefit of our customers in accordance with Rule 15c3-3 of the SEC. We are unable to use the Syndicated Loan for general corporate purposes. See Note 18 – Revolving Credit Agreement to our interim financial statements for more details on the Syndicated Loan.

We have issued unsecured promissory notes with an aggregate principal amount of $100 million to repurchase a portion of our preferred shares. We did not receive any loan proceeds from the preferred share repurchase. See Note 19 – Promissory Notes to our interim financial statements for more details on the promissory notes.

In July 2025, we have entered into a standby equity purchase agreement (the “SEPA”) with an accredited investor for an aggregate subscription amount of up to $1 billion in Class A ordinary shares. As of September 8, 2025, we have issued 9.8 million Class A ordinary shares in connection with the SEPA and received proceeds of $149.2 million.

As of June 30, 2025, we have 9.7 million warrants outstanding with an exercise of price of $11.50 that are exercisable. In the event the holders of these warrants exercise their rights, we could receive proceeds up to $111.6 million. See Note 9 – Warrants to our interim financial statements for more details on our outstanding warrants.

We believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months. We may decide to enhance our liquidity position or increase our cash reserve for future investments through equity and debt funding in addition to the sources discussed above. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of additional indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table sets forth a summary of our cash flows for the periods presented:

	For the Six Months Ended June 30,
	2025		2024

	(in thousands)
Selected consolidated cash flow data:
Net cash provided by operating activities
Net cash used in investing activities		)		)
Net cash provided by financing activities
Net increase in cash, cash equivalents and segregated cash
Effect of exchange rate changes				)
Cash, cash equivalents and segregated cash at beginning of the period
Cash, cash equivalents and segregated cash at end of the period

All values are in US Dollars.

Cash flows from operating activities

Net cash provided by operating activities for the six months ended June 30, 2025 was $272.1 million, as compared to net loss of $15.4 million for the six months ended June 30, 2025. The increase in cash provided by operating activities is primarily related to the increase in our customers’ uninvested cash we carry on our balance sheet.

Net cash provided by operating activities for the six months ended June 30, 2024 was $62.6 million, as compared to net loss of $24.2 million for the six months ended June 30, 2024. The increase in cash provided by operating activities is primarily related to the increase in our customers’ uninvested cash we carry on our balance sheet, offset by an increase in the purchase of fractional shares for customers and an increased use of operating cash for the payment to secure the right to use land in connection with a land lease agreement.

Cash flows from investing activities

Net cash used in investing activities for the six months ended June 30, 2025 was $1.4 million, consisting of purchases of property and equipment of $0.4 million and an investment of $1 million made in a limited liability company.

Net cash used in investing activities for the six months ended June 30, 2024 was $1.0 million, consisting primarily of purchases of property and equipment.

Cash flows from financing activities

Net cash provided by financing activities for the six months ended June 30, 2025 was $177.1 million, which represents proceeds from the exercise of 20.3 million of our warrants.

Net cash provided by financing activities for the six months ended June 30, 2024 was $40.3 million, which predominately represents proceeds from the sale of 1,215,817 preferred shares.

Regulatory capital requirements

Webull Financial, our U.S. subsidiary that is a broker-dealer registered with the SEC, is subject to Rule 15c3-1 of the Exchange Act, or the Uniform Net Capital Rule, which sets minimum net capital maintenance requirements. Webull Securities HK, our Hong Kong subsidiary that is a securities dealer registered under the HK SFC, is subject to the Securities and Futures (Financial Resources) Rules of Hong Kong, or the FRR, which sets minimum paid-up share capital and liquid capital maintenance requirements. Webull Securities (Japan) Co. Ltd., our subsidiary registered as a financial instruments business operator in Japan, is subject to minimum capital and net assets requirements. Webull Securities (Singapore) Pte. Ltd., our Singapore subsidiary that holds Capital Markets Services License from MAS, is subject to the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licenses) Regulations, which sets forth minimum base capital requirements. Webull Securities (Australia) Pty. Ltd., our Australia subsidiary that holds the Financial Service License from ASIC, is subject to the Regulatory Guide RG 166 which sets forth minimum base capital requirements. Webull Securities (Canada) Limited, a Canada subsidiary that holds broker-dealer registered with CIRO, is subject to Rule 15c3-1 of the Securities Exchange Act which sets minimum net capital maintenance requirements. Webull Securities (UK) Ltd, our UK subsidiary that is authorized and regulated by the Financial Conduct Authority, for the conduct of investment business, is subject to the minimum capital maintenance requirement from FCA. PT Webull Sekuritas Indonesia, our Indonesia subsidiary that holds Capital Markets Services License from OJK, sets minimum net capital maintenance requirements. Our subsidiary Webull Securities (Thailand) Co. Ltd. is subject to the capital requirements of the Securities and Exchange Commission, Thailand. Our subsidiary Webull Securities (Malaysia) Sdn Bhd. is subject to the shareholders’ funds requirement of the Securities Commission Malaysia.

The following tables set out a summary of the key regulatory requirements on minimum capital requirements which are applicable to our relevant operating entities:

	As of June 30, 2025
	Net Capital	Net Capital<br> <br>Requirement		Excess Net<br> Capital
	( in thousands)
Webull Financial LLC			8,954		174,569

All values are in US Dollars.

	As of June 30, 2025
	Paid-up Capital	Paid-up<br> Capital<br> Requirement		Excess<br> Paid-up<br> Capital
	(HK in thousands)
Webull Securities HK			10,000		301,300

All values are in US Dollars.

	As of June 30, 2025
	Liquid Capital	Liquid<br> Capital<br> Requirement		Excess<br> Liquid<br> Capital
	(HK in thousands)
Webull Securities HK			12,132		52,709

All values are in US Dollars.

	As of June 30, 2025
	Base<br> Capital		Base Capital<br> Requirement		Excess<br> Base<br> Capital
	(SGD in thousands)
Webull Securities (Singapore) Pte. Ltd		31,378		5,000		26,378
	As of June 30, 2025
---	---	---	---	---	---
	Capital Stock	Capital<br> Stock<br> Requirement		Excess<br> Capital<br> Stock
	( in thousands)
Webull Securities (Japan) Co., Ltd			300,000		1,076,974

All values are in Japanese Yen.

	As of June 30, 2025
	Net Assets	Net Assets<br> Requirement		Excess<br> Net Assets
	( in thousands)
Webull Securities (Japan) Co., Ltd			500,000		1,696,999

All values are in Japanese Yen.

	As of June 30, 2025
	Core<br> Capital		Core Capital<br> Requirement		Excess<br> Capital Stock
	(AUD in thousands)
Webull Securities (Australia) Pty. Ltd.		8,407		2,000		6,407
	As of June 30, 2025
---	---	---	---	---	---	---
	Net<br> Tangible<br> Assets		Net Tangible<br> Asset<br> Requirement		Excess Net<br> Tangible<br> Assets
	(AUD in thousands)
Webull Securities (Australia) Pty. Ltd.		8,174		5,000		3,174
	As of June 30, 2025
---	---	---	---	---	---	---
	Risk<br> Adjusted<br> Capital		Risk<br> Adjusted<br> Capital<br> Requirement		Excess Risk<br> Adjusted<br> Capital
	(CAD in thousands)
Webull Securities (Canada) Limited		16,484		250		16,234
	As of June 30, 2025
---	---	---	---	---	---
	Liquid Cash	Liquid Cash<br> Requirement		Excess Liquid<br> Cash
	( in thousands)
Webull Securities (UK) Ltd.			519		3,618

All values are in British Pounds.

	As of June 30, 2025
	Net Adjusted<br> Working<br> Capital		Net Adjusted<br> Working<br> Capital<br> Requirement		Excess<br> Capital
	(IDR in thousands)
PT Webull Sekuritas Indonesia.		42,933,703		25,000,000		17,933,703
	As of June 30, 2025
---	---	---	---	---	---	---
	Net<br> Capital		Net Capital<br> Requirement		Excess Net<br> Capital
	(THB in thousands)
Webull Securities (Thailand) Co. Ltd.		97,548		25,000		72,548
	As of June 30, 2025
---	---	---	---	---	---	---
	Shareholders<br> Funds		Shareholders<br> Funds<br> Requirement		Excess<br> Shareholders<br> Funds
	(MYR in thousands)
Webull Securities (Malaysia) Sdn. Bhd.		17,302		5,000		12,302

Regulatory capital requirements could restrict our operating entities from expanding their business and declaring dividends if their net capital does not meet regulatory requirements, and it is possible that a regulator could take an adverse action with respect to our operating entities for historical and/or future non-compliance with net capital requirements.

As of June 30, 2025, each of our relevant operating entities was in compliance with its respective regulatory capital requirements.

Material Cash Requirement

Our material cash requirements as of June 30, 2025 primarily include our undiscounted operating lease payments, capital expenditures and repayment of unsecured promissory notes.

Our undiscounted operating lease payments consist of lease of offices under non-cancelable operating lease agreements, which will expire at various dates until August 2032. As of June 30, 2025, our undiscounted operating lease payments amounted to $14.9 million.

In late 2023, we procured a lease for the use of land in Changsha, China for the purpose of constructing a research and development center. The original construction commencement date per the lease was October 4, 2024, but was extended to October 4, 2025. Additionally, the lease requires construction to be completed by December 31, 2026. We are currently in the planning and design stage and have not determined the amount and composition of required capital.

We have issued unsecured promissory notes with an aggregate principal amount of $100 million to repurchase a portion of our preferred shares. The principal balance of the promissory notes is due on April 10, 2027.

Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of June 30, 2025.

Off-Balance Sheet Commitments and Arrangements

We provide a guarantee to our clearing partner in the ordinary course of business. Our clearing partner has a contractual right of recovery from us in the event of non-performance by customers, and we indemnify our clearing partner from all losses incurred in connection with customer’s unsecured margin loans and securities borrowing.

The guarantee provided to our clearing partner relates to the margin financing services that we provide to our customers. As an introducing broker, we cooperate with our clearing partner to provide margin financing services, whereby we introduce our customers to our clearing partner on a fully disclosed basis.

For eligible customers who have entered into the relevant margin trading agreement with us and our clearing partner, our clearing partner provides the following services during the extension of margin and earns margin interests from the provision of the margin:

●	extends margin to them and permits them to buy or short securities on margin;
●	performs margin management and maintenance according to the related regulatory rules and their house rules, and communicates to the customers via our platform; and
---	---
●	buys in, liquidates or sells out positions in its discretion, if it deems such actions appropriate and regardless of whether the applicable customer’s margin account is then in or about to come into compliance with applicable margin maintenance requirements or other circumstances requested by applicable regulations.
---	---

There is no maximum time limit for the extension of margin to customers. A customer may be extended margin by our clearing partner so long as his or her margin account has sufficient cash to pay margin interest and no margin calls are triggered by his or her trading positions.

On the other hand, during the extension of margin by our clearing partner, we are obligated to:

●	communicate with the customers on the margin requirements made by our clearing partner and advise the customers of any changes of such requirements; and
●	pay our clearing partner an amount equal to the value of any unsecured debit balance or short position (on a “mark to market” basis) in a given customer’s margin account if that position has not been promptly resolved by payment or delivery (to the extent that our clearing partner decides to charge us for the value of such unsecured debit balance or short position).
---	---

Interest on margin trading is calculated on a daily basis according to the margin extended by our clearing partner to the customers and a relevant interest rate. The margin interest rates are variable and determined by the size of margin loan at the discretion of our clearing partner. Our clearing partner retains part of the total margin interest charged to the customers, according to a Target Federal Funds Rate plus a premium pre-agreed with us. In terms of the residual part of the total margin interest charged to the customers, it is transferred to us as our revenue.

We recognize the revenue ratably over the service period during the extension of margin by our clearing partner as the performance obligation is satisfied, and record it as interest related income.

We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Internal Control Over Financial Reporting

Prior to closing of our business combination transaction with SK Growth Opportunities Corporation, we have been a private company and we were never required to evaluate our internal control within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of the effectiveness of our internal control over financial reporting.

As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.

These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting.

Quantitative and Qualitative Disclosures about Market Risk

Foreign currency risk

Our consolidated financial statements are prepared using the U.S. dollar as our reporting currency. Our non-U.S. subsidiaries operating around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-U.S. subsidiaries’ financial statements is first prepared in its functional currency and then translated into our reporting currency. Changes in foreign exchange rates between the U.S. dollar and the functional currencies of our non-U.S. subsidiaries may result in material foreign currency translation gains and/or losses that are accounted for as an item of other comprehensive income within our statement of operations and other comprehensive loss.

Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of June 30, 2025 and December 31, 2024, 91% and 90% of our total cash balances were held in U.S. dollar denominated accounts, respectively.

Concentration risks

Concentration of Revenue

Of the counterparties with whom we conduct business, there were four counterparties who each made up 10% or more of our revenues for the six months ended June 30, 2025. Their revenue percentages were 18%, 16%, 11% and 11%.

For the six months ended June 30, 2024, we had three counterparties who each made up 10% or more of our revenues. Their revenue percentages were 29%, 19% and 14%.

Concentration of Receivables

As of June 30, 2025, we had two counterparties with current, outstanding receivable balances of 10% or more of our receivables from brokers, dealers, and clearing organization representing 78% and 10%, respectively, of such receivables.

Concentration of Execution and Clearing

We rely on third parties for the execution and clearing of trades requested by customers. In instances where these parties fail to perform their obligations, we may be temporarily unable to find alternative suppliers to satisfactorily deliver services to our customers in a timely manner, if at all. In the United States, we utilize a single clearing partner for the security transactions of our platform users.

Credit risk

We engage in various investment and brokerage activities in which the counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, we may be exposed to risk. The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. Our policy is to act only as an agent in a transaction and to review the credit standing of each counterparty as necessary.

We maintain our cash and cash equivalents and cash segregated under federal and foreign requirements in financial institutions throughout the world. Financial institutions in the U.S., Singapore, and Hong Kong a hold 84%, 4%, and 4%, respectively, of our total cash as of June 30, 2025. As of December 31, 2024, financial institutions in the U.S. and Hong Kong hold 81% and 6%, respectively, of our total cash. Our cash in accounts at financial institutions exceed insured limits. We are subject to credit risk to the extent any financial institution we use is unable to fulfill their contractual obligations. We have not experienced any losses in such accounts, and we believe that we have placed our cash on deposit with financial institutions which are financially stable. We do not believe we are subject to any significant credit risk.

Intellectual Property

We highly value our intellectual property, which is fundamental to our success and competitiveness. We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with employees to protect our intellectual property rights. As of June 30, 2025, we have registered 18 patents, 106 trademarks and 102 software copyrights.

Under the employment agreements we enter into with our employees, they acknowledge that the intellectual property developed by them in connection with their employment with us, including our in-house developed technology and know-how, are our property.

Our research and development costs mainly consist of employee salaries and share-based compensation and are classified within our technology and development expense categories. Our research and development costs are expensed when incurred.

Critical Accounting Estimates

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period and accompanying notes. Making estimates requires management to exercise significant judgment. It is reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the future due to one or more future confirming events.

Such estimates reflected in our consolidated financial statements include, but are not limited to, the fair value of share-based compensation expense, redemption value of our redeemable preferred shares, depreciable lives of property and equipment, useful lives of intangible assets, purchase price allocation for business combinations, allowances for expected credit losses, loss contingency accruals, present value of lease liabilities, and provision for income tax, including unrecognized tax benefits and deferred tax asset valuation allowances. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates

Asset Acquisitions

We account for the acquisition of an entity as an asset acquisition when substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. In accordance with ASC 805, Business Combinations, the value of the consideration paid in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values with no resulting goodwill.

Business Combinations

We account for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, Business Combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive income.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to a quantitative assessment.

The quantitative assessment compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

As of June 30, 2025, we performed a qualitative assessment of our goodwill. Based upon our assessment, we noted no qualitative factors that indicate our goodwill is more than likely impaired; and, therefore, we did not perform the quantitative assessment.

Income taxes

Our income tax expense is an estimate of current income taxes payable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carryforwards that we recognize for financial reporting and income tax purposes at enacted tax rates expected to be in effect when taxes are actually paid or recovered.

We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the use of the asset and liability method, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements, but have not been reflected in our taxable income. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe that they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets including, but not limited to, historical cumulative loss experience and expectations of future earnings, tax planning strategies, and the carry-forward periods available for tax reporting purposes. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our tax provision would increase or decrease in the period in which the assessment is changed.

We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. We account for uncertain tax positions, including net interest and penalties, as a component of income tax expense or benefit. We make adjustments to these uncertain tax positions in accordance with applicable income tax guidance and based on changes in facts and circumstances. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact to our consolidated financial statements and operating results.

Revenue Recognition

We utilize the guidance of ASC 606, Revenue from Contracts with Customers to identify our customers for purposes of revenue recognition and accounting for consideration payable to customers. We have determined that our market makers are customers as we route our platform users’ trading orders to market makers in an agency capacity, as we do not buy or resell securities from or to platform users or market makers, in return for the market makers’ payments for order flow. In limited circumstances, we charge trading fees to our platform users; and, therefore, we have determined that (i) our platform users who pay us index option fees, large order option fees, futures contract commissions, fixed income execution fees, or subscription fees to our Webull Premium service and (ii) our international platform users who pay trading commissions are considered customers under ASC 606.

We recognize revenue from contracts with customers when we satisfy our performance obligations by transferring the promised services to our customers. A service is transferred to a customer when the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration we expect to receive in exchange for those promised services (i.e., the “Transaction Price”). In the event we have consideration payable to a customer, we account for consideration payable as a reduction to the Transaction Price when (i) the payment is not in exchange for a distinct good or service or (ii) the fair value of the consideration payable to the customer exceeds the fair value of the distinct good or service received from the customer in which case the excess fair value is accounted as a reduction to the Transaction Price. Our revenues from contracts with customers are recognized when the performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. Most of our performance obligations are satisfied at a point in time upon the successful execution of a platform user’s trade order.

No significant judgement is required to assess the timing of satisfaction of our performance obligations, the Transaction Price or the amounts allocated to distinct performance obligations. The payment terms with our customers do not give rise to a significant financing component as the period between when we satisfy our performance obligations and when our customers are required to pay is one year or less. Our revenue does not include any variable consideration.

Consideration Payable to Customers

We offer marketing promotions to our platform users that are intended to increase the amount of platform users’ assets on the Company’s platform by incentivizing platform users to deposit more cash or transfer securities from other third-party brokerages into their Webull brokerage account in return for a promotional payment in cash or shares. These promotions are not linked to any historical trading activity and do not require future trading activity on the part of the platform user. Once the platform user completes the specific action, the platform user has then earned the promotional payment and there is no further requirement on the part of the platform user. For our platform users who are not determined to be customers, we account for these promotional payments as marketing and branding expense. However, with respect to our platform users that have been determined to be customers under ASC 606, we have determined that we are not receiving a distinct good or service for these promotional payments; and, accordingly, we account for the consideration payable as a reduction in revenue.

We classified $4.7 million and $0.73 million, of promotional expenses as a reduction to handling charge income for the three months ended June 30, 2025 and 2024, respectively. We classified $7.5 million and $1.8 million, in promotional expenses as a reduction to handling charge income for the six months ended June 30, 2025 and 2024, respectively. We classified $0.4 million of such costs as a reduction to other revenues for the three and six months ended June 30, 2025. We had no such reduction in other revenues during the three and six months ended June 30, 2024.

Share-based compensation

We apply the guidance of ASC Topic 718, Compensation — Stock Compensation (ASC 718) with regard to our share-based awards issued to employees and non-employees. Accordingly, we must review each share-based award to determine the appropriate classification as either an equity or liability award. Our outstanding awards were determined to be equity awards and are classified as such as of June 30, 2025 and December 31, 2024.

ASC 718 requires share-based compensation to be based on fair value. The fair value of our share-based awards is measured at the grant date which is when vesting commences. The grant date fair value is the basis for determining the amount of share-based compensation to recognize from the issuance of a share-based award. We record share-based compensation as an operating expense.

We recognize share-based compensation using the graded vesting method of attribution and account for forfeitures in the period in which the share-based award is forfeited. See Note 10 — Share-Based Compensation within our interim financial statements for further information on our share-based awards and the share-based compensation we recognized for the three and six months ended June 2025 and 2024.

Fair value of our ordinary shares

Prior to our initial public offering, we were a private company with no quoted market prices for our ordinary shares. We therefore make estimates of the fair value of our ordinary shares on various dates for the purpose of determining the fair value of our ordinary shares at the date of the grant of share-based compensation awards to our employees as one of the inputs into determining the grant date fair value of the award.

Valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and with the assistance of an independent valuation specialist. The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors:

●	our operating and financial performance;
●	current business conditions and projections;
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●	our stage of development;
●	the prices, rights, preferences and privileges of our convertible redeemable preferred shares to our ordinary shares;
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●	the likelihood of achieving a liquidity event for the ordinary shares underlying these share-based awards, such as an initial public offering;
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●	any adjustment necessary to recognize a lack of marketability for our ordinary shares; and the market performance of industry peers.
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The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

See Note 10 to our interim financial statements financial statements for the fair value and valuation approach of our ordinary shares estimated at different times prior to our initial public offering with the assistance from an independent valuation specialist.

Following the completion of our initial public offering and the listing of our Class A ordinary shares on the Nasdaq, there is an active market for our Class A ordinary shares, so assumptions and estimates will not be necessary to determine the fair value of our Class A ordinary shares.

Recently Issued Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 to our interim financial statements.