STOCK TITAN

Securitize swings to $66.3M net loss in Q3 2026

Securitize expects its River One acquisition to close in Q4 2026, subject to customary closing conditions; its board also authorized up to $50 million in repurchases.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Securitize Corp. (SECZ) reported third-quarter revenue of $18.6 million, up 13% year over year, and a $66.3 million net loss versus $4.1 million net income in Q3 2025. The loss included approximately $60 million, about 90% of net loss, in largely non-cash expenses and accounting charges, primarily related to its business combination and public listing. Adjusted EBITDA was a $2.0 million loss, versus positive $3.6 million a year earlier.

Average Tokenized Assets on Platform reached $5.0 billion, up 39%; total Tokenized Assets on Platform were $4.8 billion as of September 30, 2026, up 9%. Securitize Fund Services total AUA was $25.2 billion, down 29%. Cash and cash equivalents were $298.9 million at quarter-end, and management said Securitize had no debt.

The board authorized repurchases of up to $50 million of common stock, with the program open through December 31, 2027; it does not obligate purchases and will be funded from available cash. Securitize agreed to acquire River One, with closing expected in Q4 2026 subject to customary conditions, and launched Securitize Stocks on October 8 for eligible investors to access tokenized interests in U.S.-listed equities through regulated infrastructure.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Moderate pointRevenue reached $18.6 million, up 13% year over year.

Negative

  • Major pointNet result shifted from $4.1 million income to a $66.3 million loss.
  • Moderate pointAdjusted EBITDA moved from $3.6 million positive to a $2.0 million loss.

Filing Explained

Although the release says Securitize Stocks provide the same rights as underlying shares, holders receive security entitlements—not registered shareholder status unless an issuer-authorized conversion is completed; conversion is unavailable for some securities and depends on eligibility and legal and operational conditions.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revenue $18.6 million Third quarter 2026; up 13% year over year.
Net loss $66.3 million Third quarter 2026, versus $4.1 million net income in Q3 2025.
Diluted loss per share $0.41 Third quarter 2026.
Adjusted EBITDA $2.0 million loss Third quarter 2026, versus positive $3.6 million in Q3 2025.
Average Tokenized Assets on Platform $5.0 billion Third quarter 2026; up 39% year over year.
Securitize Fund Services total AUA $25.2 billion As of September 30, 2026; down 29% year over year.
Cash and cash equivalents $298.9 million As of September 30, 2026.
Share repurchase authorization Up to $50 million Authorized November 6, 2026; program open through December 31, 2027.
Adjusted EBITDA financial
"Adjusted EBITDA is a non-GAAP financial measure"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Tokenized Assets on Platform technical
"all assets tokenized by Securitize across both funds and equities"
Aggregate Transaction Volume financial
"aggregate volume of investments, redemptions, dividends, and cross-chain movements"
Assets Under Administration financial
"AUA refers to Assets Under Administration"
Assets under administration (AUA) is the total market value of clients’ investments and accounts that a financial firm oversees for recordkeeping, reporting, and transaction processing without necessarily deciding how the money is invested. Think of it like a warehouse that stores and tracks other people’s goods: bigger AUA shows a firm’s scale, steady fee potential and client trust, so changes can signal growing business or client withdrawals that matter to investors.
security entitlements technical
"security entitlements backed 1:1 by corresponding underlying shares"
A security entitlement is a legal claim that a person (the entitlement holder) has against a securities intermediary (like a broker or custodian) that represents the holder’s right to the economic benefits of financial instruments held through that intermediary. It arises under custody and securities law (for example UCC Article 8 in the U.S.) when the intermediary holds securities in its own name or in a pooled account; the entitlement gives the holder rights to distributions, proceeds from sale, and other economic interests, but not direct legal title to the underlying certificated security or a direct claim against the issuer. Because the entitlement is a relationship-based property right against the intermediary, it can be affected by the intermediary’s insolvency, commingling of assets, or the intermediary’s contractual terms and applicable custody laws.
alternative trading system regulatory
"Securitize Markets also operates Securitize Markets ATS, an alternative trading system"
An alternative trading system is a regulated non-exchange venue that matches buyers and sellers of stocks and other securities outside of traditional public exchanges. Think of it as a different kind of marketplace — like a specialized farmers’ market next to a supermarket — that can offer different pricing, speed, or anonymity; investors care because these venues can affect how easily trades get done, the prices received, and how visible trading activity is.
Revenue $18.6 million +13% year over year
Net loss $66.3 million loss Versus $4.1 million net income in Q3 2025
Adjusted EBITDA $2.0 million loss Versus $3.6 million positive in Q3 2025
Average Tokenized Assets on Platform $5.0 billion +39% year over year

FAQ

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

How much revenue did SECZ report for Q3 2026?

Securitize reported $18.6 million in total revenue for the third quarter ended September 30, 2026, up 13% from the prior-year quarter. Tokenization revenue was $11.5 million and asset servicing revenue was $7.2 million.

What were SECZ's net loss and Adjusted EBITDA in Q3 2026?

Securitize reported a $66.3 million net loss, or $0.41 loss per diluted share, for Q3 2026, versus $4.1 million net income a year earlier. Adjusted EBITDA was a $2.0 million loss, compared with positive Adjusted EBITDA of $3.6 million in Q3 2025.

How much stock can SECZ repurchase, and when does the program end?

Securitize's board authorized repurchases of up to $50 million of common stock on November 6, 2026. The program remains open through December 31, 2027, will be funded from available cash on hand, and does not obligate the company to purchase shares; it may be modified, suspended, or terminated at any time.

When is SECZ's River One acquisition expected to close?

Securitize entered into a definitive agreement to acquire River One, an institutional asset-backed financing platform drawing from the stablecoin economy. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions.

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

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0002094496FALSE00020944962026-11-092026-11-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2026
SECURITIZE CORP.
(Exact name of registrant as specified in its charter)
Delaware001-4337941-2455527
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

78 SW 7th Street, Suite 500
Miami, FL 33130
(Address of principal executive offices)
Registrant’s telephone number, including area code: (646) 918-5012
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareSECZThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02. Results of Operations and Financial Condition.
On November 9, 2026, Securitize Corp., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release of Securitize Corp., dated November 9, 2026, reporting financial results for the third quarter ended September 30, 2026.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SECURITIZE CORP.
Dated: August 12, 2026By:/s/ Francisco Flores
Name:Francisco Flores
Title:Chief Financial Officer



Securitize Reports Third Quarter 2026 Results
Announcing the River One acquisition to expand into tokenized asset-backed finance and a $50 million share repurchase program
MIAMI, November 9, 2026 — Securitize Corp. (“Securitize” or the “Company”) (NYSE: SECZ) today announced financial results for the third quarter of 2026, which ended September 30, 2026.
“In the third quarter we listed on the New York Stock Exchange and reached a Company-record $5 billion in Average Tokenized Assets, up 39% from a year ago,” said Carlos Domingo, Chairman and CEO of Securitize. “That growth came from tier one asset managers bringing real products onchain including new ones from ARK Invest, BlackRock and Neuberger, and to me it’s the clearest sign yet that institutions are past the experimenting stage. Our agreement to acquire River One takes us into asset-backed finance, and Securitize Stocks, which we launched after the quarter closed to trade alongside our own tokenized stock, lets eligible investors around the world trade U.S. equities onchain with the same rights they’d have holding the stock(1). Alongside our fully regulated venue, we are also planning on supporting Tokenized Securities Venues under the recently announced SEC Innovation Exemption because more paths onchain are good for the whole market. This quarter showed where capital markets are heading, and we plan to be the infrastructure they run on.”
Third Quarter 2026 Financial Highlights
●Record average Tokenized Assets on Platform(2) in the third quarter of $5.0 billion, up 39%, with total Tokenized Assets on Platform of $4.8 billion as of September 30, 2026, up 9%
●Total Revenue of $18.6 million, up 13% versus the prior-year period, the second-highest quarterly Total Revenue figure in the Company's history
●Net loss of $66.3 million, with a net loss per diluted share of $(0.41), including approximately $60 million (~90% of Net loss) of largely non-cash expenses and accounting charges, primarily associated with our business combination and public listing
●Adjusted EBITDA(3) loss of $2.0 million, versus positive Adjusted EBITDA of $3.6 million in the prior-year period
●Aggregate Transaction Volume(4) of $4.3 billion during the third quarter of 2026, up 20%
●669 active funds(5) serviced by Securitize Fund Services ("SFS") as of September 30, 2026, roughly flat versus the prior year period
●Securitize Fund Services total AUA(6) of $25.2 billion as of September 30, 2026, down 29%
Percentage comparisons throughout this press release are calculated for the third quarter of 2026 versus the third quarter of 2025, unless otherwise specified.
Francisco Flores, Chief Financial Officer, commented, “We are very pleased with our results for the third quarter of 2026, our first reporting period as a public company. Total Revenue was $18.6 million, up 29% from the prior quarter. It was the second-highest quarterly revenue in our history, and our highest first nine months to date. Adjusted EBITDA was a loss of $2.0 million, a 64% improvement from the prior quarter. Approximately 90% of our reported net loss from the quarter was attributable to expenses and



accounting charges, primarily non-cash in nature, including those associated with our business combination and NYSE listing, as well as warrant-related expenses.”
Flores concluded, “Our near-term financial priorities remain focused on driving revenue growth, improving operational efficiency, and making progress toward sustained profitability. We ended the quarter with approximately $300 million in cash and cash equivalents and no debt, providing us with the financial flexibility to continue investing in our growth initiatives while opportunistically managing our capital structure. To this end, our Board authorized a $50 million share repurchase program, reflecting our confidence in Securitize’s long-term prospects and our commitment to disciplined capital management.”
Share Repurchase Program
On November 6, 2026, Securitize's Board of Directors authorized the repurchase of up to $50 million of the Company's common stock. The share repurchase program will remain open through December 31, 2027 and does not obligate the Company to purchase any shares and may be modified, suspended or terminated at any time. The share repurchase program will be funded from available cash on hand.
Agreed to acquire River One, expanding into asset-backed financing
Today, Securitize announced it has entered into a definitive agreement to acquire River One, an institutional asset-backed financing platform drawing from the stablecoin economy. River One was incubated by Framework Ventures, with investment backing from both Framework Ventures and Maple Finance. The acquisition is expected to add warehouse financing capabilities to Securitize's tokenization infrastructure, expanding the Company's addressable market and creating new revenue opportunities from institutional financing activity. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions.
Securitize Stocks
Launched global onchain trading of U.S. stocks with full security entitlements: On October 8, 2026, Securitize launched Securitize Stocks, giving eligible investors in the United States, Europe and other permitted jurisdictions access to tokenized interests in U.S.-listed equities through its regulated infrastructure(7). Securitize Stocks launched first on Solana. It offers security entitlements backed one-for-one by underlying shares and preserves applicable shareholder rights and economic benefits, including dividends and voting rights. The initial offering includes Apple, Microsoft, Nvidia, Tesla and Amazon, among other leading U.S. companies.

Securitize Stocks do not operate under the SEC’s Innovation Exemption(8), the temporary conditional exemptive relief the SEC granted during the third quarter to certain tokenized securities trading venues and liquidity providers. It runs on Securitize’s established regulatory framework, which includes its SEC-registered broker-dealer, SEC-regulated alternative trading system and SEC-registered transfer agent. The Company views the exemption as a welcome additional pathway for onchain securities markets and



believes its regulated infrastructure positions it to support tokenized capital markets as regulatory frameworks evolve.
Third Quarter 2026 Business Highlights
Completed NYSE listing and brought SECZ onchain: Securitize completed its business combination with Cantor Equity Partners II on July 1, 2026, and began trading on the NYSE under the ticker symbol SECZ on July 2. Simultaneously with its public listing, Securitize tokenized its own stock as an issuer-sponsored token through Securitize Transfer Agent, and enabled trading of an NMS security through Securitize Markets, its registered broker-dealer, demonstrating how public companies can use regulated blockchain infrastructure to support digital ownership of their shares and enable utility.
Introduced new tokenized investment products with BlackRock, ARK Invest and Neuberger: BlackRock broadened its tokenized cash offerings with BRSRV, a money market fund tokenized by Securitize and designed to support stablecoin reserve management. ARK Invest tokenized its ARK Venture Fund (ARKVX) with Securitize, while Neuberger launched the Neuberger Securitize High Income Tokenized Fund (HINC), bringing additional venture capital and fixed-income strategies onchain.

Secured SEC registration as an investment adviser: Securitize Capital became an SEC-registered investment adviser, strengthening the Company's regulated financial services capabilities and supporting its ability to develop and manage investment products for institutional markets.

Advanced issuer-sponsored tokenization and onchain capital formation: Securitize and Cantor Fitzgerald & Co. announced a collaboration to enable onchain initial public offerings and follow-on offerings for public companies. The collaboration builds on Securitize's broker-dealer capabilities and is designed to extend tokenization into the capital formation process. Separately, Securitize and CURRENC Capital announced a strategic collaboration to advance issuer-sponsored tokenization of publicly traded equities, supporting a model that connects tokenized securities to the rights and benefits of underlying shares.

Expanded Securitize’s reach across blockchains, DeFi markets, international markets, and asset classes: BlackRock’s BUIDL fund expanded to Tempo, and the Neuberger Securitize High Income Tokenized Fund integrated with Loopscale’s credit markets on Solana, giving holders new ways to use tokenized fixed income in decentralized finance. Securitize also announced a collaboration with KB Securities and Optimism to explore institutional investment tokenization in South Korea, a partnership with Socios.com to develop tokenized equity offerings for professional sports teams, and an integration with ADI Chain to support institutional tokenization in global markets.



Securitize will host a conference call today, November 9, 2026, at 5:30 p.m. ET to present third-quarter 2026 financial results. The general public can access the conference call by dialing +1 (646) 876-9923 (for U.S. and Canada callers). For international callers, please find your local dial-in information here: https://openexc.zoom.us/u/abgHfham22. The meeting ID is 99826158914 and the meeting passcode is 870451.

The live audio webcast and presentation slides will be available on the Company's investor relations website, https://investors.securitize.io/events-and-presentations/. A replay and transcript of the webcast will be available shortly after the event.



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(9)
Three Months Ended September 30,Nine Months Ended September 30,
20262025YoY Change20262025YoY Change
Revenue$18,610,270 $16,500,042 13%$52,524,581 $45,796,237 15%
Tokenization11,456,572 8,929,636 28%30,430,916 29,065,692 5%
Asset Servicing7,153,698 7,570,406 (6)%22,093,665 16,730,545 32%
Operating costs and expenses:
Cost of revenue (exclusive of items shown below)4,536,706 3,513,882 29%12,987,718 8,793,163 48%
Selling, general & administrative20,801,135 6,734,775 209%36,756,487 13,579,862 171%
Compensation and benefits16,457,551 4,433,132 271%36,106,032 24,438,206 48%
Provision for expected credit losses341,259 108,877 213%1,941,846 295,150 558%
Loss on digital assets from operations, net46,183 133,405 (65)%415,480 1,243,975 (67)%
Total operating costs and expenses42,182,833 14,924,072 183%88,207,563 48,350,357 82%
Income (loss) from operations(23,572,563)1,575,970 n/m(35,682,982)(2,554,120)1,297%
Other income (expense):
Interest expense— (2,029,981)(100)%(3,374,490)(4,870,039)(31)%
Interest income10,849 239,361 (95)%424,353 754,654 (44)%
Dividend income1,974,701 18,045 10,843%2,215,734 103,192 2,047%
Loss on digital assets held for investment, net(412,225)— n/m(1,845,307)— n/m
Net (losses) from investments held by consolidated VIE(746,827)— n/m(746,827)— n/m
Other income (expense), net399,568 (729,574)n/m2,135,365 (297,897)n/m
Change in fair value of option liability— 511,000 (100)%(29,176,000)24,000 n/m
Change in fair value of simple agreements for future equity— 755,000 (100)%(5,678,000)306,000 n/m
Change in fair value of derivative liability— 8,339,000 (100)%19,842,000 5,295,000 275%
Loss on settlement of convertible instruments, net(20,649,813)— n/m(20,649,813)— n/m
Change in fair value of earnout liabilities(23,223,354)— n/m(23,223,354)— n/m
Total other income (expense), net(42,647,103)7,102,851 n/m(60,076,339)1,314,910 n/m



Net income (loss) from continuing operations before income taxes(66,219,666)8,678,821 n/m(95,759,321)(1,239,210)7,627%
Provision for income taxes(44,090)(81,138)(46)%(126,289)(243,413)(48)%
Net income (loss) from continuing operations$(66,263,756)$8,597,683 n/m$(95,885,610)$(1,482,623)6,367%
Net loss from discontinued operations— (4,511,799)(100)%— (5,702,653)(100)%
Net income (loss)(66,263,756)4,085,884 n/m(95,885,610)(7,185,276)1,234%
Net loss attributable to redeemable noncontrolling interest(117,189)— n/m(117,189)— n/m
Net income (loss) attributable to Securitize Corp.$(66,146,567)$4,085,884 n/m$(95,768,421)$(7,185,276)1,233%
Net income (loss) from continuing operations per share of common stock:
Basic$(0.41)$0.10 n/m$(1.19)$(0.08)1,430%
Diluted$(0.41)$(0.05)735%$(1.19)$(0.08)1,430%
Net loss from discontinued operations per share of Common stock:
Basic$— $(0.05)(100)%$— $(0.15)(100)%
Diluted$— $(0.04)(100)%$— $(0.15)(100)%
Net income (loss) per share of Common stock:
Basic$(0.41)$0.05 n/m$(1.19)$(0.23)425%
Diluted$(0.41)$(0.09)354%$(1.19)$(0.23)425%
Other comprehensive income (loss):
Foreign currency translation adjustment(150,928)99,690 n/m(28,643)432,977 n/m
Total other comprehensive income (loss), net(150,928)99,690 n/m(28,643)432,977 n/m
Comprehensive income (loss)(66,414,684)4,185,574 n/m(95,914,253)(6,752,299)1,320%
Comprehensive loss attributable to redeemable noncontrolling interest(117,189)— n/m(117,189)— n/m
Comprehensive income (loss) attributable to Securitize Corp.$(66,297,495)$4,185,574 n/m$(95,797,064)$(6,752,299)1,319%




UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS(9)
September 30, 2026December 31, 2025
ASSETS
Current assets:
   Cash and cash equivalents$298,870,517 $24,871,555 
   Customer escrow funds14,312,351 44,293,388 
   Investments45,275,932 12,962,918 
   Digital assets and digital assets receivable13,758,902 4,913,203 
   Accounts receivable, net (including related parties)14,840,799 5,915,772 
   Contract assets6,292,359 12,289,139 
   Prepaid expenses and other current assets10,869,195 7,161,253 
Total current assets404,220,055 112,407,228 
   Goodwill and intangible assets, net46,756,289 47,049,098 
   Notes receivable, related parties8,497,356 5,183,987 
   Other noncurrent assets8,539,793 5,134,812 
TOTAL ASSETS468,013,493 169,775,125 
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
   Accounts payable, accrued expenses and other current liabilities12,667,476 13,973,855 
   Customer escrow funds payable14,309,945 44,187,723 
   Deferred revenue2,920,928 5,154,656 
Total current liabilities29,898,349 63,316,234 
   Earnout liabilities98,701,904 — 
   Convertible notes, SAFEs, derivative and option liabilities— 120,571,079 
   Other noncurrent liabilities1,836,149 1,612,335 
Total liabilities130,436,402 185,499,648 
Mezzanine equity:
   Redeemable convertible preferred stock and warrants— 125,546,105 
   Redeemable noncontrolling interest4,583,801 — 
Total mezzanine equity4,583,801 125,546,105 
Stockholders’ equity (deficit):
   Common stock and additional paid-in capital593,198,810 24,737,806 
   Treasury stock— (1,599,978)
   Accumulated deficit(261,271,259)(165,502,838)
   Accumulated other comprehensive income1,065,739 1,094,382 
Total stockholders’ equity (deficit)332,993,290 (141,270,628)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)468,013,493 169,775,125 



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(9)
Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net loss$(95,885,610)$(7,185,276)
Net loss from discontinued operations— 5,702,653 
Net loss from continuing operations(95,885,610)(1,482,623)
Adjustments to reconcile net loss to net cash used in operating activities:84,150,442 8,771,710 
   Changes in operating assets and liabilities, net(19,260,311)(17,893,682)
Cash used in operating activities from continuing operations(30,995,479)(10,604,595)
Cash used in operating activities from discontinued operations— (484,609)
Net cash flows used in operating activities(30,995,479)(11,089,204)
Cash flows from investing activities:
   Purchases of investments(41,686,529)(1,914,677)
   Proceeds from sales, maturities and redemptions of investments8,795,770 1,123,347 
   Acquisition of a business, net of cash acquired— (21,090,525)
   Digital assets held for investment and related activities, net— 21,073,983 
   Notes receivable, related parties, net(2,050,000)(492,582)
   Other investing activities, net(2,618,993)(5,250)
Net cash flows used in investing activities(37,559,752)(1,305,704)
Cash flows from financing activities:
Proceeds from Business Combination and PIPE Financing, net of redemptions and SPAC service provider fees342,184,348 — 
   Payment of deferred offering costs(25,233,767)— 
   Proceeds from option prepayment liability20,000,000 — 
   Proceeds from convertible promissory notes, net of issuance costs— 9,992,222 
   Note payable, related party, net— (2,474,384)
   Contributions from redeemable noncontrolling interest, net4,700,990 — 
   Proceeds from stock options exercised931,265 89,771 
Net cash flows provided by financing activities342,582,836 7,607,609 
Effect of exchange rate changes on cash(28,643)432,977 
Net increase (decrease) in cash and cash equivalents273,998,962 (4,354,322)
Cash and cash equivalents, beginning of period24,871,555 21,963,458 
Less: Cash and cash equivalents from discontinued operations, end of period— (230,099)
Cash and cash equivalents from continuing operations, end of period$298,870,517 $17,379,037 



NON-GAAP FINANCIAL MEASURES (Adjusted EBITDA)(9)

The following tables reconcile Adjusted EBITDA to Net income (loss) from continuing operations, its most directly comparable GAAP financial measure, for the three and nine months ended September 30, 2026 and 2025:
Reconciliation of GAAP to Non-GAAP Results
Three Months Ended September 30,
(Unaudited)20262025
Net income (loss) from continuing operations$(66,263,756)$8,597,683 
Adjustments to exclude:
Depreciation and amortization639,080 441,521 
Provision for expected credit losses341,259 108,877 
Share-based compensation expense13,408,358 265,203 
Provision for income taxes44,090 81,138 
Interest income(10,849)(239,361)
Interest expense— 2,029,981 
Dividend income(1,974,701)(18,045)
Loss on digital assets held for investment, net412,225 — 
Net (losses) from investments held by consolidated VIE746,827 — 
Other income (expense), net(399,568)729,574 
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability— (9,605,000)
Loss on settlement of convertible instruments, net20,649,813 — 
Change in fair value of earnout liabilities23,223,354 — 
Transaction, litigation and public company transition costs7,201,058 1,222,410 
Adjusted EBITDA$(1,982,808)$3,613,981 
Nine Months Ended September 30,
(Unaudited)20262025
Net income (loss) from continuing operations$(95,885,610)$(1,482,623)
Adjustments to exclude:
Depreciation and amortization1,744,512 1,355,854 
Provision for expected credit losses1,941,846 295,150 
Share-based compensation expense14,782,132 8,943,186 
Provision for income taxes126,289 243,413 
Interest income(424,353)(754,654)
Interest expense3,374,490 4,870,039 
Dividend income(2,215,734)(103,192)
Loss on digital assets held for investment, net1,845,307 — 
Net (losses) from investments held by consolidated VIE746,827 — 
Other income (expense), net(2,135,365)297,897 
Change in fair value of simple agreements for future equity, embedded derivatives, and option liability15,012,000 (5,625,000)
Loss on settlement of convertible instruments, net20,649,813 — 
Change in fair value of earnout liabilities23,223,354 — 
Transaction, litigation and public company transition costs10,604,185 1,512,409
Adjusted EBITDA$(6,610,307)$9,552,480 




(1) See Disclosures section below
(2) Tokenized Assets on Platform refers to all assets tokenized by Securitize across both funds and equities. This metric was formerly referred to as AUM or Tokenized Assets Under Management. There were no changes to any data or historical figures based on the change in name of the metric.
(3) Adjusted EBITDA is a non-GAAP financial measure. Securitize reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of its ongoing operating results may be enhanced by a presentation of Adjusted EBITDA. Adjusted EBITDA represents Net income (loss) from continuing operations adjusted for the items detailed in the reconciliation tables included in this release. Securitize believes that the use of Adjusted EBITDA provides an additional meaningful method of evaluating certain aspects of its operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, Net income (loss) or other measures of financial performance prepared in accordance with GAAP. Other companies, including companies in Securitize's industry, may calculate Adjusted EBITDA differently or may use other measures to evaluate their performance, which reduces the usefulness of Adjusted EBITDA as a comparative measure. In addition, Adjusted EBITDA excludes changes in the fair value of simple agreements for future equity, derivative liabilities, and option liabilities, loss on settlement of convertible instruments, net, and change in fair value of earnout liabilities, which have been significant to Securitize's results of operations in the periods presented.
(4) Aggregate Transaction Volume represents aggregate volume of investments, redemptions, dividends, and cross-chain movements of assets issued by Securitize’s platform. In conjunction with reporting its third-quarter 2026 earnings results, Securitize revised certain historical quarterly figures for Aggregate Transaction Volume. While most revisions were not material in size, the Aggregate Transaction Volume for the second quarter of 2026 was revised to $4.4 billion from a previously reported $5.3 billion. These revisions did not impact historical financial results.
(5) Active funds serviced by SFS includes all entities for which SFS provides services, including engagements that do not involve NAV reporting. Historical figures are subject to periodic revisions based on a variety of factors.
(6) AUA refers to Assets Under Administration. AUA reflects the most recent official NAV calculated by SFS for each fund. Funds for which SFS has not yet calculated an official NAV are not included. Historical figures are subject to periodic revisions based on a variety of factors.
(7) See Disclosures section below
(8) See Disclosures section below
(9) Certain amounts (including totals) may not foot or crossfoot due to rounding. Certain percentages may not recalculate due to rounding.

About Securitize
Securitize (NYSE: SECZ), the leading platform for tokenized assets with approximately $5 billion in Tokenized Assets on Platform as of September 30, 2026, is bringing the world onchain through tokenized assets, working with top-tier asset managers such as Apollo, BlackRock, BNY, Hamilton Lane, KKR, VanEck, ARK Invest, Neuberger and others. It is the only company operating regulated digital-securities infrastructure in both the U.S. and the EU, and has been named to the Forbes 2026 Fintech 50 and CNBC World's Top Fintech Companies 2026 lists.

For more information, please visit:
Website | X/Twitter | LinkedIn













DISCLOSURES

Securitize Stocks and Regulatory Structure Securitize Stocks are security entitlements under Article 8 of the Uniform Commercial Code backed 1:1 by corresponding underlying shares held through Securitize Markets’ brokerage infrastructure. References to having the “same rights” as the underlying stock mean that applicable economic benefits and voting entitlements associated with the underlying shares are passed through to holders, including dividends and, where applicable, voting instructions. Securitize Stock holders are not registered shareholders of the underlying issuer unless and until a supported conversion into registered shares is completed. The nature and availability of particular benefits and entitlements depend on the underlying share class, applicable arrangements and legal and operational requirements.

The issuers of the underlying securities have not sponsored or endorsed Securitize Stocks. Securitize Stocks are offered and traded through Securitize Markets’ existing broker-dealer infrastructure and do not rely on the Innovation Exemption.

Securities offerings and other activities conducted by Securitize or its affiliates may rely on other exemptions from registration or other relief available under applicable securities laws. Securitize Stocks are available only to eligible investors in permitted jurisdictions and remain subject to onboarding, identity verification, applicable securities laws, product availability and other conditions. Securitize Stocks are offered and traded through Securitize Markets, LLC, an SEC-registered broker-dealer and member of FINRA and SIPC. Securitize Markets also operates Securitize Markets ATS, an alternative trading system. Securitize Transfer Agent, LLC and Securitize Capital LLC are separately registered affiliated entities. Registration with the SEC does not constitute approval or endorsement by the SEC of Securitize, its affiliates, Securitize Stocks or any other product or service. Conversion of a Securitize Stock security entitlement into an issuer-sponsored tokenized share is not available for every issuer or security and requires issuer authorization, transfer-agent support, holder eligibility, operational readiness and satisfaction of applicable legal and regulatory requirements.

Non-GAAP Financial Measures

This press release includes Adjusted EBITDA, which are financial measures not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”). Adjusted EBITDA represents net income or loss from continuing operations adjusted for certain non-cash items, non-recurring charges and other items identified in the accompanying reconciliation.

Management uses Adjusted EBITDA to evaluate certain aspects of the Company’s operating performance from period to period. These measures should be considered in addition to, and not as substitutes for or superior to, net income or loss or other financial measures prepared in accordance with GAAP. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures. A quantitative reconciliation of Adjusted EBITDA to net income or loss, the most directly comparable GAAP measure, is included in the financial tables accompanying this release.




Share Repurchase Program

The share repurchase program does not obligate the Company to acquire any particular number or dollar amount of shares. Repurchases may be made from time to time through open-market purchases, privately negotiated transactions or other transactions, including pursuant to trading plans intended to satisfy the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The timing, manner and amount of any repurchases will depend on market conditions, the Company’s share price, liquidity requirements, applicable legal requirements and other considerations. The program may be modified, suspended or terminated at any time.

Regulated Services

Securitize Corp. is a technology provider and is not a registered broker-dealer, investment adviser or transfer agent. Regulated services are provided through separately registered subsidiaries and affiliates, including Securitize Markets, LLC, an SEC-registered broker-dealer and FINRA/SIPC member; Securitize Transfer Agent, LLC, an SEC-registered transfer agent; Securitize Capital LLC, an SEC-registered investment adviser; and Securitize Europe Brokerage and Markets, S.V., S.A., an investment firm authorized and supervised by the Spanish National Securities Market Commission. Securitize Markets also operates Securitize Markets ATS. Registration does not imply a particular level of skill or training or approval or endorsement by any regulator.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical fact, including statements regarding Securitize Corp.’s (“Securitize” or the “Company”) future results of operations and financial position, business strategy, plans and objectives of management, the proposed acquisition of River One, the anticipated benefits, capabilities and revenue opportunities associated with the acquisition, the expected timing and completion of the transaction, and the Company’s share repurchase program, are forward-looking statements.

Forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “likely” and similar expressions. These statements are based on management’s current expectations and assumptions and are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those projected, forecasted or expected.

These risks and uncertainties include, among others, the possibility that the River One acquisition will not be completed on the anticipated terms or timeline, or at all; the failure to satisfy applicable closing conditions; difficulties integrating River One’s business, technology or personnel; the possibility that the anticipated capabilities, market opportunities, revenues or other benefits of the acquisition will not be realized; the availability and deployment of capital under the share repurchase program; changes in



market, regulatory or economic conditions; regulatory developments relating to digital assets and tokenization; market volatility; competition; and the other risks described in the Company’s filings with the Securities and Exchange Commission.

Readers should carefully review the Company’s financial statements and the notes thereto, the section entitled “Risk Factors” in the Company’s registration statement on Form S-1 filed with the SEC on July 30, 2026, and the other documents the Company files from time to time with the SEC. The Company cautions investors not to place undue reliance on any forward-looking statements. The Company assumes no obligation to revise or update these statements to reflect future events or circumstances, except as required by law.


Securitize Contacts:

Press:
Tom Murphy
press@securitize.io 

Investor Relations:
Sam Ross
investor.relations@securitize.io


Source: Securitize (NYSE: SECZ) XNYS:SECZ

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