Bullish (BLSH) CFO discloses incentive units tied to 1.74M Ordinary Shares

Rhea-AI Filing Summary

Bullish filed an initial insider ownership report for its Chief Financial Officer, David Bonanno, detailing his equity-linked incentives. He holds incentive units in subsidiary BMC1 that are exchangeable into up to 1,736,976 Ordinary Shares of Bullish upon meeting time-based vesting and performance conditions. As of this filing, the footnote states that 1,141,146 of the underlying Ordinary Shares are vested. No cash consideration is payable when these incentive units convert into Ordinary Shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bonanno David

(Last) (First) (Middle)

OFFICE 101, 103, 105 SUITE 70202, BLDG A

BLOCK 7, 60 NEXUS WAY, CAMANA BAY

(Street)

GEORGE TOWN, GRAND CAYMAN KY1-9005

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Bullish [ BLSH ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units	(1)	(1)	Ordinary Shares	1,736,976	$0	D

Explanation of Responses:

1. Mr. Bonanno holds incentive units in BMC1, a subsidiary of Bullish, which are exchangeable for up to an aggregate of 1,736,976 Ordinary Shares of Bullish upon vesting. The incentive units are subject to time-based vesting and performance conditions. As of the date of this filing, 1,141,146 of the underlying Ordinary Shares are vested. No consideration is payable upon conversion.

Remarks:

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Act, the reporting person's transactions in the issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

	/s/ David Bonanno	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings did Bullish (BLSH) disclose for CFO David Bonanno?

Bullish disclosed that CFO David Bonanno holds incentive units in subsidiary BMC1. These units are exchangeable for up to 1,736,976 Bullish Ordinary Shares upon vesting and performance conditions, providing him with substantial equity-linked exposure to the company’s future performance.

How many Bullish (BLSH) shares tied to David Bonanno’s incentive units are currently vested?

The filing states that 1,141,146 of the underlying Bullish Ordinary Shares linked to David Bonanno’s incentive units are vested. This vested portion reflects equity that has already satisfied required time-based vesting and performance conditions, subject to the exchange mechanics described.

Do Bullish (BLSH) incentive units held by the CFO require cash payment upon conversion?

No, the footnote explains that no consideration is payable upon conversion of the incentive units into Bullish Ordinary Shares. This means the units convert into shares without an additional cash exercise price, aligning the CFO’s incentives directly with share value.

What are the vesting conditions for Bullish (BLSH) CFO David Bonanno’s incentive units?

The filing notes the incentive units are subject to time-based vesting and performance conditions. This structure typically requires continued service over time and achievement of specified performance metrics before the units become fully exchangeable into Ordinary Shares.

How many Bullish (BLSH) Ordinary Shares can the CFO’s incentive units ultimately become?

The filing indicates the incentive units are exchangeable for up to an aggregate of 1,736,976 Bullish Ordinary Shares. This figure represents the maximum number of shares that could be issued upon full vesting and satisfaction of all performance-related conditions tied to these units.