Exhibit 99.1


WEBULL CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
(UNAUDITED)
Contents
i
Webull Corporation
Condensed Consolidated Statements of Financial Position
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents segregated under federal and foreign requirements | ||||||||
| Receivables from brokers, dealers, and clearing organizations | ||||||||
| Receivables from customers, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Customer-held fractional shares | ||||||||
| Total current assets | ||||||||
| Right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred tax assets | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Payables due to customers | $ | $ | ||||||
| Payables due to brokers, dealers, and clearing organizations | ||||||||
| Lease liabilities - current portion | ||||||||
| Accounts payable and other accrued expenses | ||||||||
| Revolving credit facility | ||||||||
| Unsecured promissory notes | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities - non-current portion | ||||||||
| Unsecured promissory notes | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 15) | ||||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares ($ | ||||||||
| Class B ordinary shares ($ | ||||||||
| Treasury shares ( | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and total equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
1
Webull Corporation
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| 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 | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Less net loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (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 income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share attributable to ordinary shareholders | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||
| Change in cumulative foreign currency translation adjustment | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Less comprehensive loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less foreign currency translation adjustment attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| 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 | ||||||||||||||||
| Comprehensive income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Webull Corporation
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2026
| Class A Ordinary | Class B Ordinary | Treasury
Share Reserve |
Additional Paid-in- | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Equity | Interest | Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Delivery of ordinary shares underlying vested RSUs | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Option exercised | – | |||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted share units | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Delivery of ordinary shares underlying vested RSUs | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Option exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted share units | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Treasury shares cancelled | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Prepaid written put option | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to the Company | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Webull Corporation
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2025
| Class A Ordinary | Class B Ordinary | Treasury Share Reserve | Additional Paid-in- | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | Interest | Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Preferred shares redemption value accretion | – | – | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuances of vested restricted stock awards | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares to ordinary shares | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Redesignation of ordinary shares | ( | ) | ( | ) | – | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares to SKGR shareholders | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares to settle accounts payable | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Private warrants exercised | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Incentive warrants exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Public warrants exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of incentive shares to preferred shareholders | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
Webull Corporation
Unaudited Condensed Consolidated Statements of Cash Flows
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||
| Deferred tax expense | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss on goodwill | ||||||||
| Provision for contingent liabilities | ( | ) | ||||||
| Provision for expected credit losses | ||||||||
| Share-based compensation | ||||||||
| Unrealized foreign exchange gain | ( | ) | ||||||
| Write-off of deferred equity offering costs | ||||||||
| Net effect of changes in assets and liabilities: | ||||||||
| Net receivables from brokers, dealers and clearing organizations | ( | ) | ( | ) | ||||
| Net customer receivables and customer payables | ( | ) | ||||||
| Customer-held fractional shares | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Operating lease right-of-use assets | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities-current | ( | ) | ( | ) | ||||
| Operating lease liabilities-non-current | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment and intangible assets | ( | ) | ( | ) | ||||
| Investment in limited liability company units | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment made on prepaid written put options | ( | ) | ||||||
| Proceeds from exercise of options | ||||||||
| Proceeds from incentive warrants exercised | ||||||||
| Proceeds from public warrants exercised | ||||||||
| Borrowing from revolving credit agreement | ||||||||
| Principal payments made on revolving credit agreement | ( | ) | ||||||
| Principal payments made on unsecured promissory notes | ( | ) | ||||||
| Principal payments made on insurance premium financing agreement | ( | ) | ||||||
| Repurchase of ordinary shares | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net decrease 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, segregated cash and at end of the period | $ | $ | ||||||
| Cash, cash equivalents and segregated cash | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Segregated cash | ||||||||
| Cash, cash equivalents and segregated cash at end of the period | $ | $ | ||||||
| Non-cash financing activities | ||||||||
| Equity issuance costs offset against offering proceeds | $ | $ | ||||||
| Insurance premium financing agreement | $ | $ | ||||||
| Ordinary share warrants issued to preferred shareholders | $ | $ | ||||||
| Ordinary shares issued to preferred shareholders | $ | $ | ||||||
| Ordinary shares issued to settle accounts payable | $ | $ | ||||||
| Preferred shares redemption value accretion | $ | $ | ||||||
| Promissory notes issued to repurchase preferred shares | $ | $ | ||||||
| Reclassification of repurchased preferred shares’ excess carrying value from mezzanine equity to shareholders’ equity | $ | $ | ||||||
| Reclassification of mezzanine equity to shareholders’ equity from conversion of redeemable preferred shares | $ | $ | ||||||
| Supplemental disclosure: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 1 — DESCRIPTION OF BUSINESS
Organization
Webull Corporation (“Webull Corp” and, together with its subsidiaries, “Webull”, 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 network of licensed broker dealers located in various parts of the world, including North America, Asia Pacific, Europe, Africa, and Latin America.
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, 2026 and 2025.
We acquired Webull Pay Inc. (“Webull Pay”) on September 26, 2025. Webull Pay provides a digital-first mobile crypto trading platform allowing our platform users to trade cryptocurrencies in the US and Australia.
We generally refer to our platform users throughout our 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 whom we earn and receive revenue are the following: (i) market makers in which we route platform users’ trading orders, (ii) platform users who pay us subscription fees, index option fees, large order option fees, future and event contract commissions, fixed income and crypto execution fees or foreign currency exchange fees, and (iii) our international platform users who pay trading commissions.
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 4 – Recapitalization Transaction, Webull increased its outstanding Class A Ordinary Shares by a factor of
We have retroactively reflected the Stock Split in our condensed consolidated financial statements as of the earliest period presented. The Stock Split had the effect for the six months ended June 30, 2025 of (i) increasing the number of weighted-average shares outstanding used in the computation of loss per share on our condensed consolidated statements of operations and comprehensive income (loss), (ii) increasing the number of share-based awards granted as disclosed in Note 9 – Share-Based Compensation, and (iii) increasing the number of potential ordinary shares outstanding as disclosed in Note 10 – Net Loss Per Share.
6
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
The significant accounting policies used in the preparation of the accompanying condensed consolidated financial statements are summarized below.
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 Commission (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, 2026, 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, 2025.
Basis of Consolidation
Our condensed consolidated financial statements include the financial statements of Webull Corporation and all of its direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated.
The following presents our significant consolidated subsidiaries, all of which are wholly owned either directly or indirectly by Webull Corporation:
| Significant Subsidiary | Date of Incorporation/Establishment | Domicile Location | Principal Activity | |||
| Webull Financial LLC | ||||||
| Webull Futures LLC | ||||||
| Webull Holdings (US) Inc. | ||||||
| Webull Holdings (Singapore) Pte. Ltd. | ||||||
| Webull Pay, LLC* | ||||||
| Webull Securities (Singapore) Pte. Ltd. | ||||||
| Webull Securities Limited | ||||||
| Webull Securities (Australia) Pty. Ltd. | ||||||
| Webull Securities (Japan) Co., Ltd.** | ||||||
| Webull Securities (Canada) Limited | ||||||
| Webull Securities (Thailand) Company Limited | ||||||
| HongKong Webull Limited | ||||||
| Hunan Weibu Information Technology Co., Ltd. |
| * |
| ** |
7
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont.)
Segment Reporting
We operate as a reportable segment.
Concentrations
Concentrations of Revenue
Of the counterparties with whom we conducted business during the six months ended June 30, 2026, we had two counterparties who each made up 10% or more of our revenues. Their revenue percentages were approximately
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
Concentration of Receivables
As of June 30, 2026, we had one counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization. The counterparties’ receivables represented approximately
As of December 31, 2025, we had two counterparties with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization. The counterparties’ receivables represented approximately
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.
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. As of June 30, 2026, financial institutions in the U.S. and Hong Kong held approximately
8
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont.)
Off-Balance Sheet Risk
Securities sold not yet purchased represent obligations of us to deliver securities at a future date. These transactions result in off-balance sheet risk in an amount by which future fair values may exceed the amount reflected in the statement of financial position. We may, at our discretion, purchase the securities at prevailing market prices at any time. The value of securities sold not yet purchased at June 30, 2026 and December 31, 2025 was $
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 statements of operations and other comprehensive income (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, 2026 and December 31, 2025, approximately
Market-Related Credit Risk
We are exposed to market and credit risk primarily through customer margin activities. Changes in market conditions may affect the value of securities collateralizing margin receivables and, therefore, our exposure to customer credit risk. We monitor customer accounts and collateral levels on an ongoing basis and may require customers to deposit additional collateral or reduce positions in response to market movements or changes in risk profiles. Periods of heightened market volatility may increase the likelihood of margin deficiencies and the need for additional risk management actions.
We do not engage in securities lending or borrowing activities. Our only securities lending exposure arises from customer participation in a fully-paid securities lending program administered by our clearing broker, Apex Clearing Corporation (“Apex”). Under this program, Apex acts as the lending agent and is responsible for borrower selection, collateralization, and the daily management of lending activity, including marking positions to market and maintaining collateral levels.
As a result, we do not control the key risk management functions associated with securities lending, including counterparty approval and collateral management. While this structure limits our direct exposure to securities lending-related credit risk, our reliance on Apex introduces operational and counterparty considerations. Any failure by Apex to effectively manage the program or perform its obligations could adversely affect customer accounts and, in turn, our business, results of operations, and reputation.
NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In December 2025, the FASB issued Accounting Standards Update 2025-12, “Codification Improvements” (“ASU 2025-12”) The amendments in this update affect a wide variety of topics, including clarification of the treasury stock retirement guidance in paragraph 505-30-30-8 to explicitly permit the excess of repurchase price over par or stated value to be accounted for entirely as a deduction from additional paid-in capital as long as additional paid-in capital does not become negative. The amendments are effective for all entities for annual reporting periods beginning after December 31, 2026, 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. Early adoption in an interim period must be as of the beginning of the annual reporting period that includes the interim period. ASU 2025-12 allows an entity to elect either the prospective or retrospective transition method on a topic-by-topic basis, except for the amendment regarding earnings per share topic which must use the retrospective method. On January 1, 2026, we adopted ASU 2025-12 and elected to apply all amendments prospectively, except for the earnings per share topic. The only impact to our condensed consolidated financial statements as of and for the six months ended June 30, 2026 was we accounted for our treasury stock retirements as a deduction from additional paid-in capital.
9
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS (cont.)
Recently Issued Accounting Pronouncements Not 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 impact of the amendment on our condensed consolidated financial statements.
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 condensed 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. We do not expect these amendments to have a material impact on our condensed consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in this guidance simplify the capitalization guidance for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied prospectively, retrospectively or under a modified transition approach. We are currently evaluating the impact of the amendments on our condensed consolidated financial statements.
NOTE 4 — 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 $
On April 10, 2025, the business combination transaction closed (the “Closing Date”).
10
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 4 — RECAPITALIZATION TRANSACTION (cont.)
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 | |
| 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 | |
| iii. | each Class A ordinary share, excluding ordinary shares held by holding vehicles controlled by our founder, were increased by a factor of | |
| 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. | |
| 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 $
Accounting Treatment
The Company was 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 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 was representative of a recapitalization transaction as the Company effectively issued its Class A ordinary shares and other securities for the cash held in SKGR’s trust account.
11
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 5 — LEASES
Our operating lease cost for the six months ended June 30, 2026 and 2025 was $
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, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Right-of-use assets | $ | $ | ||||||
| Lease liabilities – current | $ | $ | ||||||
| Lease liabilities – non-current | ||||||||
| Total lease liabilities | $ | $ | ||||||
The following is a summary of supplemental information pertaining to our operating leases as of June 30, 2026 and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Cash payments for operating leases | $ | $ | ||||||
| Lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
NOTE 6 — CONVERTIBLE REDEEMABLE PREFERRED 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 4 – 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.
Preferred Shares Redemption Value Accretion
We recognized $
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
Conversion of Preferred Shares
On April 10, 2025, after the Preferred Share Repurchase, all remaining Preferred Shares converted into
12
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — 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 $
Incentive Share and Ordinary Share Warrant Issuance
On April 10, 2025, the Company issued
Shares Issued in Connection with Recapitalization Transaction
On April 10, 2025, the Company made the following issuances of and changes in Class A Ordinary Shares:
| i. | ||
| ii. | ||
| iii. |
Exercise of Warrants
On May 13, 2025, we issued
On various dates in May and June 2025, the Company issued in total
On various dates in May and June 2025, the Company issued in total
Other Issuance
On April 29, 2025, we issued in total
Share-based Awards Related Issuances
During the six months ended June 30, 2026, the Company delivered
During the six months ended June 30, 2026, the Company issued
13
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — ORDINARY SHARES (cont.)
Our Ordinary Shares have the following rights:
Voting Rights
Our Class A ordinary shares are entitled to
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, 2026, 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, 2026 and December 31, 2025, Webull Partners Limited (“WPL”), our share-award platform entity for certain employees, holds
During the six months ended June 30, 2026, we repurchased
Cash Enhanced Share Repurchase Program
On June 15, 2026, the Company participated in the Cash Enhanced Share Repurchase program with a global investment banking firm. Under the program, the Company sold two written puts on its outstanding Class A ordinary shares with an aggregate notional value of $
Upon execution, the Company prepaid the aggregate exercise price, consisting of $
14
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — ORDINARY SHARES (cont.)
The Company has determined the prepaid written puts satisfy the equity classification requirements of ASC 815-40 and do not meet the temporary equity classification criteria of ASC 480-10-S99; accordingly, the Company has classified the written puts as permanent equity within the shareholders’ equity section on our condensed consolidated statement of financial position.
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 $
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 $
Employee Share Purchase Plan
On December 22, 2025, we adopted an employee share purchase plan (the “ESPP”), with an aggregate Class A ordinary share reserve of
NOTE 8 — WARRANTS
The following is a summary of the significant terms of our outstanding warrants as of June 30, 2026.
Public Warrants
Our Public Warrants (collectively, the “Warrants”) may only be exercised for a whole number of Class A ordinary shares. The 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 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 $
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 Warrants who exercise their 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 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 Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.
15
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 8 — WARRANTS (cont.)
Once the Warrants became exercisable, the Company may redeem the outstanding Public Warrants:
| (i) | in whole and not in part | |
| (ii) | at a price of $ | |
| (iii) | upon a minimum of | |
| (iv) | if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $ |
The Company will not redeem the 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
Warrant Activity
Public Warrants were exercised during the six months ended June 30, 2026. The Company has
NOTE 9 — SHARE-BASED COMPENSATION
We have established a 2021 Global Share Incentive Plan (the “2021 Incentive Plan”) for the purpose of providing share-based compensation as incentives and rewards to employees and consultants.
In connection with the Recapitalization Transaction as discussed in Note 4, the following changes were made to our outstanding share-based awards under the 2021 Incentive Plan:
| (i) | each option granted and outstanding 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 of 3.3593 and otherwise subject to the same terms and conditions that applied prior to the stock split. |
| (ii) | each restricted share unit granted and outstanding 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 of 3.3593 and otherwise subject to the same terms and conditions that applied to the restricted share unit prior to the stock split. |
| (iii) | each restricted share granted and outstanding was increased by the stock split factor of 3.3593 and subject to the same terms and conditions as were applicable prior to the stock split. |
None of these changes resulted in a modification requiring incremental share-based compensation recognition.
As of June 30, 2026, the 2021 Incentive Plan has a remaining reserve of
Our share-based awards issued under the 2021 Incentive Plan generally vest in accordance with the following schedule:
| ● | ||
| ● | ||
| ● |
16
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
On December 22, 2025, we established a 2026 Global Share Incentive Plan (the “2026 Incentive Plan”) for the purpose of providing share-based compensation as incentives and rewards to employees and consultants. We have granted during the six months ended June 30, 2026,
| ● |
| ● |
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
During the six months ended June 30, 2026 and 2025, we granted
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Dividend yield | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility(1) | % | % | ||||||
| Expected term | ||||||||
| (1) |
A summary of the Share Option activity for the six months ended June 30, 2026 is as follows:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||||
| (in Years) | ||||||||||||||||
| Outstanding at January 1, 2026 | $ | $ | ||||||||||||||
| Granted | $ | – | – | |||||||||||||
| Exercised | ( | ) | $ | – | $ | |||||||||||
| Cancelled/forfeited | ( | ) | $ | – | – | |||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
17
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
During the six months ended June 30, 2026, there were
As of June 30, 2026, unrecognized compensation expense related to Share Options was $
The following is a summary of the non-vested Share Option activity for the six months ended June 30, 2026:
| Options | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Non-vested at June 30, 2026 | $ | |||||||
The total fair value of options vested during the six months ended June 30, 2026 was $
Restricted Share Units (“RSUs”)
We granted
A summary of the Restricted Share Unit activity for the six months ended June 30, 2026, is as follows:
| RSUs | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Shares delivered | ( | ) | $ | |||||
| Outstanding at June 30, 2026 | $ | |||||||
18
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
The total grant date fair value of shares delivered for the six months ended June 30, 2026 was $
As of June 30, 2026, the total unrecognized compensation expense related to RSUs was $
The following is a summary of the non-vested Restricted Share Unit activity for the six months ended June 30, 2026:
| RSUs | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Non-vested at June 30, 2026 | $ | |||||||
The total fair value of RSUs vested during the six months ended June 30, 2026, was $
Restricted Share Award (“RSAs”)
We granted
| RSAs | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | $ | |||||||
| Outstanding at June 30, 2026 | $ | |||||||
The fair value of RSAs vested during the six months ended June 30, 2026 was $
19
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
A summary of the non-vested Restricted Share Award activity for the six months ended June 30, 2026, is as follows:
| RSAs | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | $ | |||||||
| Non-vested at June 30, 2026 | $ | |||||||
As of June 30, 2026, the total unrecognized compensation expense related to RSAs was $
Compensation Expense Allocation
We recognized compensation expense from share-based awards in the amount of $
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Technology and development | ||||||||||||||||
| Marketing and branding | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
In connection with our delivery of ordinary shares to employees that had vested RSUs or exercised options, we recognized a net tax shortfall of $
20
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 10 — NET INCOME (LOSS) PER SHARE
The following presents the calculation of basic and diluted income (loss) per share for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Basic EPS: | ||||||||||||||||
| Numerator | ||||||||||||||||
| Income (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 | ||||||||||||||||
| Income (loss) attributable to ordinary shareholders | ( | ) | ( | ) | ||||||||||||
| Denominator | ||||||||||||||||
| Weighted-average shares outstanding - basic | ||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted EPS: | ||||||||||||||||
| Numerator | ||||||||||||||||
| Income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominator | ||||||||||||||||
| Weighted-average shares outstanding - basic | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Options | ||||||||||||||||
| RSAs | ||||||||||||||||
| RSUs | ||||||||||||||||
| Weighted-average common shares outstanding - diluted | ||||||||||||||||
| Dilutive earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
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 June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Options | ||||||||||||||||
| RSUs | ||||||||||||||||
| Public warrants | ||||||||||||||||
| Total potential ordinary shares outstanding | ||||||||||||||||
21
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 11 — REVENUES
The following tables present a breakdown of our revenue categories presented within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Equity and Option Order Flow Income: | ||||||||||||||||
| Option order flow rebates | $ | $ | $ | $ | ||||||||||||
| Equity order flow rebates | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Interest and Other Related Income: | ||||||||||||||||
| Stock lending | $ | $ | $ | $ | ||||||||||||
| Margin financing | ||||||||||||||||
| Client bank deposits | ||||||||||||||||
| Corporate bank deposits | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Handling Charge Income: | ||||||||||||||||
| Options | $ | $ | $ | $ | ||||||||||||
| Platform and trading fees | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Other Revenue: | ||||||||||||||||
| Data subscription income | $ | $ | $ | $ | ||||||||||||
| Syndicate fees | ||||||||||||||||
| Lease income | ||||||||||||||||
| Foreign exchange fee | ||||||||||||||||
| Non-trading rebates | ||||||||||||||||
| Proxy income | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
22
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 12 — OPERATING EXPENSES
The following tables present a breakdown of our expense categories as presented within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months, Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Brokerage and Transaction: | ||||||||||||||||
| Clearing and operation cost | $ | $ | $ | $ | ||||||||||||
| Market and data fees | ||||||||||||||||
| Handling charge expense | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Technology and Development: | ||||||||||||||||
| Employee compensation benefits | $ | $ | $ | |||||||||||||
| Cloud service fees | ||||||||||||||||
| System costs | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Marketing and Branding | ||||||||||||||||
| Advertising and promotions | $ | $ | $ | |||||||||||||
| Free stock promotions | ||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| General and Administrative | ||||||||||||||||
| Employee compensation and benefits | $ | $ | ||||||||||||||
| Compliance fees | ||||||||||||||||
| Office related | ||||||||||||||||
| Professional services | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
23
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 13 — OTHER EXPENSE, NET
The following table presents a breakdown of our other expense and income categories that were presented on a net basis within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Equity offering cost | $ | $ | $ | $ | ||||||||||||
| Foreign currency exchange loss | ||||||||||||||||
| Impairment loss on goodwill | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Other expense (income) | ( | ) | ||||||||||||||
| Other expense (income), net | $ | $ | $ | $ | ||||||||||||
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
NOTE 15 — COMMITMENTS AND CONTINGENCIES
Commitments
On December 5, 2023, our subsidiary Hunan Shuibao Zhiye Co. Ltd. (“Hunan Shuibao”) entered into an agreement with the City of Changsha for the right to use approximately
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 $
Regulatory Matters
The financial services industry is highly regulated and many aspects of our business involve substantial risk of liability. Federal and state regulators, exchanges, or other SROs 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.
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Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 15 — COMMITMENTS AND CONTINGENCIES (cont.)
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 have determined that as of June 30, 2026 and December 31, 2025 we had contingent liability.
NOTE 16 — FAIR VALUE MEASUREMENT
Our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 are as follows:
| June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Financial instruments owned | ||||||||||||||||
| Equities(1) | $ | $ | $ | $ | ||||||||||||
| U.S Treasury Bills(2) | ||||||||||||||||
| FX forward contract(1) | ||||||||||||||||
| Customer-held fractional shares | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Financial instruments sold not yet purchased | ||||||||||||||||
| Equity options(3) | $ | $ | $ | $ | ||||||||||||
| Fractional share repurchase obligation(3) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) | Fair value of financial instruments owned are classified within prepaid expenses and other current assets on the condensed consolidated statements of financial position. |
| (2) | |
| (3) |
During the six months ended June 30, 2026, there were no transfers between levels for financial assets and liabilities.
25
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 16 — FAIR VALUE MEASUREMENT (cont.)
Our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 are as follows:
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Financial instruments owned | ||||||||||||||||
| Equities(1) | $ | $ | $ | $ | ||||||||||||
| U.S Treasury Bills(2) | ||||||||||||||||
| FX forward contract(1) | ||||||||||||||||
| Customer-held fractional shares | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Financial instruments sold not yet purchased | ||||||||||||||||
| Equity options(3) | $ | $ | $ | $ | ||||||||||||
| Fractional share repurchase obligation(3) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) | |
| (3) |
During the year ended December 31, 2025, there were no transfers between levels for financial assets and liabilities.
26
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 17 — SEGMENT REPORTING
The following table presents significant revenues and expenses provided to the CODM for the three and six months ended June 30, 2026 and 2025.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Equity and option order flow rebates | $ | $ | $ | $ | ||||||||||||
| Interest related income | ||||||||||||||||
| Handling charge income | ||||||||||||||||
| Other revenues | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Segment expenses | ||||||||||||||||
| Brokerage and transaction | ||||||||||||||||
| Technology and development(1) | ||||||||||||||||
| Marketing and branding(1) | ||||||||||||||||
| General and administrative(1) | ||||||||||||||||
| Other segment items(2) | ||||||||||||||||
| Total operating expenses per consolidated statements of operations and comprehensive income | ||||||||||||||||
| Operating income (loss) | ( | ) | ||||||||||||||
| Other expense, net | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) |
| (2) |
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 income (loss), condensed consolidated statements of cash flows, Note 11 – Revenues and Note 12 – Expenses.
Our single segment total assets are equivalent to our total consolidated assets as reported on our condensed consolidated statements of financial position.
27
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 18 — REVOLVING CREDIT AGREEMENT
Webull Financial LLC
On September 6, 2024, Webull Financial LLC, our U.S. broker dealer subsidiary (“Webull Financial”), as borrower, and Webull Corporation, as guarantor, entered into a revolving credit agreement with a national bank (the “Revolving Loan”). The Revolving Loan provides for loans up to an aggregate principal amount of $
On February 21, 2025, Webull Financial terminated the Revolving Loan. Simultaneously with the revolving credit agreement termination, Webull Financial entered into a syndicated credit agreement (the “Syndicated Loan”) that provides for loans up to an aggregate principal amount of $
On February 20, 2026, the Syndicate Loan was renewed and the aggregate principal amount increased to $
As of June 30, 2026 and December 31, 2025, there was no outstanding principal balance.
The Syndicated Loan contains financial covenants.
Hunan Weibu Information Technology Co., Ltd.
On March 25, 2026, Hunan Weibu Information Technology Co., Ltd., our technology support and development subsidiary, (“Hunan Weibu”), as borrower, and Webull Corporation as guarantor, entered into a credit facility agreement (the “Credit Facility”) with a major commercial bank. The Credit Facility provides for an aggregate borrowing amount of RMB
NOTE 19 — SHARE SALE AND PURCHASE AGREEMENT
On June 29, 2026, Webull entered into a share sale and purchase agreement (the “Purchase Agreement”), by and among Webull, Webull Holdings (Singapore) Pte. Ltd., a wholly owned subsidiary of Webull, Country Group Holdings Public Company Limited (“CGH”), and Pi Securities Public Company Limited, a public limited company engaged in the brokerage business and established under the laws of Thailand, (“Pi Securities”), pursuant to which Webull Holdings (Singapore) Pte. Ltd. agreed to purchase, and CGH agreed to sell, an aggregate of approximately
28
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
The Consideration Shares issued were determined by dividing US$
The Escrow Shares issued were determined by dividing US$
The maximum aggregate value of additional or adjustment shares that may be issued to CGH pursuant to the price protection and adjustment provisions of the Purchase Agreement is US$
On June 29, 2026, Webull Holdings (Singapore) Pte. Ltd. entered into a separate share sale and purchase agreement (the “SPA”) with another shareholder to acquire an additional
The closing of the transactions contemplated under Purchase Agreement and SPA (collectively, referred to as the “Pi Acquisition”) provides Webull Holdings (Singapore) Pte. Ltd. with a controlling financial interest of approximately
The Pi Acquisition meets the definition of a business combination; and, therefore, Webull will account for the transaction using the acquisition method of accounting. The total consideration of the Pi Acquisition is approximately US$
Pi Securities is an investment services provider with more than
NOTE 20 — SUBSEQUENT EVENTS
We have evaluated subsequent events for recognition and disclosure through September 11, 2026, the date our condensed consolidated financial statements were issued.
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