Thomas Farley
Analyst · Clear Street
Thanks, Michael. Good morning, everyone. Thanks for joining. I'm Tom Farley, Chairman and CEO of Bullish. I'm going to lead today with the most significant strategic milestone in our history, our agreement to acquire Equiniti, a leading global transfer agent before turning to our first quarter results. For those of you who have followed our calls closely, first of all, thank you. You'll remember that I spoke at length during our Q3 call about tokenization and how we would grow our already successful stablecoin tokenization business. I'm sure some of you was thinking those -- during that call, what is this guy talking about? Tokenization is only part of their existing business and he's spending quite a bit of time on it. Well, for those of you who know Dave and me, one of our favorite expressions is promises made, promises kept. On these earnings calls, we will give you an idea of where we are headed as a public company, and then we will go there. On May 5, we announced a definitive agreement to acquire Equiniti for $4.2 billion, creating a tokenization powerhouse with an end-to-end stack spanning origination, issuance, trading, liquidity and visibility, purpose-built for the blockchain era. I want to walk you through the strategic logic because this transaction is transformative, not just for Bullish, but for the broader evolution of capital markets. Capital markets move in infrastructure eras. We went from the paper era with physical certificates and manual ledgers to the electronic era, which delivered dematerialization, electronic settlement and ultimately T+1. We are now entering the blockchain era, which offers something fundamentally different, unconstrained programmable ownership through tokenized assets. Tokenization is the process of turning traditional financial assets into blockchain-based assets. It turns static assets into active infrastructure, assets that are always on, that settle instantly and that carry dynamic functionality embedded in the instrument itself. We've already seen this migration play out with digital commodities and with stablecoins, which now exceed $300 billion in market capitalization and many trillions in annual payments volume. The next wave is tokenized securities. The global securities market is a $270 trillion market cap opportunity. We are in the first inning. But the drivers of the deal thesis include 3 structural elements working in concert. First, an end-to-end tokenization services stack from token design and smart contract deployment through regulatory compliance, distribution, liquidity and research. Second, a unified transfer agent ledger, one source of truth that bridges certificated and tokenized shares, enabling real-time settlement without displacing existing market infrastructure like the DTCC, EuroClear, Clearstream, so on and so forth. And third, a broad base of blue-chip issuer relationships, public company client relationships, the ability to go directly to issuers and say, hey, we can do this for you seamlessly with no listing change, no vendor switch and day 1 compatibility, including the ability to embed smart contract logic in share issuances. We at Bullish have already been building the first element for many years, the technology and the market infrastructure, in fact, since our founding. We operate the exchange, the liquidity engine, the indices, the data, the research and the distribution platform. What we did not have and what no one in crypto or globally had were the second and third elements. A regulated transfer agent with direct relationships to thousands and thousands of public company issuers and a unified ledger that bridges TradFi and blockchain. Equiniti and more specifically, Equiniti plus Bullish offers exactly that. Equiniti is the transfer agent of record for nearly 3,000 public company issuers, including over 50% of the FTSE 100 and over 30% of the S&P 500. They serve 15,000 total corporate clients. They have 20 million KYC shareholder customers on their platform who are just a wallet address away from accessing the benefits of tokenization. They process over $0.5 trillion in payments, primarily dividend payments annually. Average transfer agent client tenure exceeds 15 years and average transfer agent client retention is approximately 99%. Equiniti operates in a duopolistic market characterized by high barriers to entry and deep institutional trust. Now let me share something that has reinforced our conviction even since the announcement 9 days ago. The volume and quality of inbound interest has been extraordinary. We have received scores of inbound inquiries from issuers interested in tokenization, financial services firms interested in liquidity services on already tokenized assets, technology partners interested in building on our combined platform and even regulators seeking us to tokenize in their jurisdiction. The breadth of interest spans our exchange, our liquidity services business and, of course, the tokenization opportunity specifically. This is exactly the kind of market validation we hoped for, we anticipated even. But frankly, the pace has exceeded our expectations. We are clearly building something with strong end market demand today. Why is it that our acquisition announcement has been so compelling to the leaders of our industry and the leaders of our potential customers. It is for one primary reason. Industry participants realize the obvious. Only the issuer, the public company itself, can allow for tokenization of public company equity that results in the token being the actual share of stock in that particular company. If anyone else attempts to "tokenize," they are creating something other than the actual stock. This goes for electronic brokers, crypto platforms, traditional brokers, settlement providers and clearing providers. The transfer agent defines the legal ownership in partnership with the issuer. The token is the share. Without a transfer agent, tokenization is synthetic, off register, it lacks legal standing and ultimately will be unacceptable to institutional capital. The resulting token in those circumstances is actually a derivatives transaction or a warehouse receipt or a more colloquial language, an IOU, all of which have complexity and counterparty risk. In tokenization performed by the transfer agent, however, tokens represent true legal title. This is the bridge between TradFi plumbing and next-generation digital asset rails, and this is what unlocks institutional adoption at scale. On the transaction itself, we are acquiring 100% of Equiniti for $4.2 billion. The consideration consists of approximately $2.35 billion in newly issued Bullish ordinary shares and the assumption of $1.85 billion of existing Equiniti debt. Siris, the current owner will receive 2 Board seats and retains a call option to acquire certain noncore Equiniti business lines that are excluded from all of our financial outlooks. We are targeting a close in January 2027, subject to customary regulatory approvals. I'd also like to take a moment to thank Frank Baker and the Siris team for sharing our conviction and excitement as we execute on our vision to become the global leader in tokenization. The combined company will be formidable. We will be the global tokenization leader, providing the base layer of tokenization services with the value-added services that ensure tokenization succeed. Dave will take you through more of the financial details of the combined company in just a few minutes. Before I shift it to Dave and before I shift to our Q1 results, let me say this. When Dave and I came to Bullish, we said we wanted to build the ICE of crypto, a diversified institutionally trusted infrastructure platform that would define how digital assets are traded, serviced and understood. With this Equiniti acquisition, we are building the bridge between traditional capital markets and the blockchain era. We are not trying to displace existing infrastructure. We are upgrading it, and we are doing so with the regulatory standing, now the issuer relationships and the technology to drive this transformation. This is a 20-year opportunity, and we're just getting started. Now let me turn to a qualitative review of Q1. Dave will take you through the financial results in just a moment. On the exchange side, our business continues to gain traction. We traded $11.6 billion in options market volume during Q1 and have built our open interest share to 14% of the global Bitcoin options market, making Bullish the clear #2 exchange globally for Bitcoin options. In April, we hit a single-day volume high of $858 million, and we signed several new clients, including, for example, Ripple Prime, QCP and others. We're building a world-class derivatives franchise and continue to be excited by our progress. We also recently filed last week to officially receive our futures and options exchange and clearinghouse licenses, known as DCM and DCO licenses, which will help us expand our derivatives products to the United States. We continue to make progress towards attaining licenses to facilitate trading of securities on both sides of the pond and remain on track to receive European U.S. licenses prior to the end of 2026. Our liquidity services pipeline remains robust. In Q1, we signed Metso, and Valmet and others, and we have carried that momentum into Q2. CoinDesk continues to extend its leadership position. Total page views were up 30% and monthly unique visitors surged roughly 60% higher quarter-over-quarter. CoinDesk progress is continuing into the second quarter. Our visits were up 82% year-over-year in April. CoinDesk Indices now serves as the benchmark for Morgan Stanley's BTC ETP, MSBT, sorry, 3 acronyms and soon to be launched E and Solana ETPs slated to launch in the coming months. MSBT commenced trading on April 8 and swiftly amassed over $220 million in AUM, one of the more successful ETF launches in history. This is particularly exciting given Morgan Stanley's $7 trillion wealth management platform, servicing over 17,000 financial advisers and wealth professionals. On the event side, Consensus Hong Kong and Consensus Miami were each home runs, drawing a combined 26,000-plus attendees from more than 100 countries. Net ticket sales for Miami were 120% greater than sales for Toronto, and I can truly assess that Miami was a buzz with talk of our Equiniti acquisition and with enthusiasm around tokenization in general. I don't want to be the one to call the end of a bear market, but Miami certainly did not feel like a bear market. With that, I'll turn the call over to my partner, Dave, to walk you through our Q1 financial results in detail and provide additional context on the combined financial outlook.