Bullish CEO Farley receives 4.89M shares in conversion

Bullish reported that Chief Executive Officer Thomas W. Farley’s 4,893,528 incentive units were cancelled and converted into 4,893,528 ordinary shares on October 20, 2026, as consideration in an internal merger of Bullish subsidiaries BMC1 and BMC3 LLC.

Rhea-AI Filing Summary

Bullish reported that Chief Executive Officer Thomas W. Farley’s 4,893,528 incentive units were cancelled and converted into 4,893,528 ordinary shares on October 20, 2026, as consideration in an internal merger of Bullish subsidiaries BMC1 and BMC3 LLC. No cash or other consideration was paid or received. The shares are subject to time-based vesting and performance conditions; 3,210,308 shares were vested as of the filing date.

Insider Trade Summary

Other: 9,787,056 shares

Other 2 txns

Insider Farley Thomas W

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Incentive Units F1	4,893,528	$0.00	$0.00
Other	Ordinary Shares F1, F2	4,893,528	$0.00	$0.00

Holdings After Transaction: Incentive Units — 0 contracts (Direct); Ordinary Shares — 4,893,528 shares (Direct)

Footnotes (2)

1. F1. On October 20, 2026, BMC1, a subsidiary of Bullish, merged with and into BMC3 LLC, a subsidiary of Bullish, as part of an internal reorganization. As consideration in the merger, incentive units of BMC1 held by the Reporting Person were cancelled and converted into 4,893,528 ordinary shares of the Issuer. No cash or other consideration was paid or received.
2. F2. The ordinary shares received by the Reporting Person are subject to time-based vesting and performance conditions. As of the date of this filing, 3,210,308 of the ordinary shares are vested, and the remaining shares remain subject to vesting.

Key Figures

Incentive units cancelled: 4,893,528 units Ordinary shares received: 4,893,528 shares Vested ordinary shares: 3,210,308 shares +1 more

4 metrics

Incentive units cancelled 4,893,528 units October 20, 2026

Ordinary shares received 4,893,528 shares October 20, 2026

Vested ordinary shares 3,210,308 shares As of the filing date

Direct ordinary shares following transaction 4,893,528 shares Reported position after the transaction

Key Terms

incentive units, internal reorganization, time-based vesting, performance conditions

4 terms

incentive units financial

"incentive units of BMC1 held by the Reporting Person"

Incentive units are ownership stakes a company grants to employees, contractors or advisors as part of pay, which become valuable only after certain conditions are met (for example, after a period of time or when performance targets are hit). They matter to investors because they create potential future claims on profits or ownership—similar to performance-based coupons that convert into a slice of the business—and can dilute existing holders or change incentives for management.

internal reorganization technical

"as part of an internal reorganization"

time-based vesting financial

"subject to time-based vesting and performance conditions"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

performance conditions financial

"time-based vesting and performance conditions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BLSH shares did Thomas W. Farley receive?

Thomas W. Farley received 4,893,528 Bullish ordinary shares when his 4,893,528 incentive units were cancelled and converted as consideration in the merger of BMC1 into BMC3 LLC, both Bullish subsidiaries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/22/2026 - 04:02 PM EDT Accepted by SEC EDGAR 10/22/2026 - 04:01 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Farley Thomas W

(Last) (First) (Middle)

BULLISH, UNIT B1, THE GROVE TOO

ESTERLEY TIBBETTS HIGHWAY

(Street)

GRAND CAYMAN KY1-9006

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	10/20/2026		J		4,893,528(1)(2)	A	$0(1)	4,893,528	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Units	$0	10/20/2026		J			4,893,528	(1)	(1)	Ordinary Shares	4,893,528	$0	0	D

Explanation of Responses:

1. On October 20, 2026, BMC1, a subsidiary of Bullish, merged with and into BMC3 LLC, a subsidiary of Bullish, as part of an internal reorganization. As consideration in the merger, incentive units of BMC1 held by the Reporting Person were cancelled and converted into 4,893,528 ordinary shares of the Issuer. No cash or other consideration was paid or received.

2. The ordinary shares received by the Reporting Person are subject to time-based vesting and performance conditions. As of the date of this filing, 3,210,308 of the ordinary shares are vested, and the remaining shares remain subject to vesting.

Remarks:

Due to the issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (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/ Thomas W. Farley	10/22/2026
	** 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 4 (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 4: SEC 1474 (03-26)