Bullish (BLSH) agreed in May to pay for Equiniti, a shareholder-registry and transfer-agent business, in stock priced at $38.4797 a share. It closed at $24.52 on Tuesday, which means the seller, US private equity firm Siris, is on course to receive roughly $850mn less than the announced value of that stock, with no collar, no floor and no right to walk away over the fall.
The same fixed price locks in the cost to Bullish shareholders. They face dilution of about 38% from the 61.1mn new shares being issued, and the seller ends up the largest single economic holder in the company.
The announcement disclosed the fixed price, at a rounded $38.48, and that Siris would receive two board seats. What it did not spell out is what those terms do: no collar, no floor and no price-based right to walk away; dilution of about 38%; and seats that come with places on the two board committees Bullish has already exempted from full independence, protection against removal and a recusal obligation confined to the deal documents themselves. Those details are in the merger and shareholder agreements, furnished to the US Securities and Exchange Commission (SEC) as exhibits to a Form 6-K on 5 May and reviewed by Sandmark ahead of the company's second-quarter results on Thursday.
Bullish is a Cayman-incorporated digital-asset exchange that listed on the New York Stock Exchange in August 2025. It is also the parent company of CoinDesk, the digital-asset news and data business, bought for about $75mn in an all-cash deal announced on 20 Nov 2023. CoinDesk's own materials tout its indices and data products, an ambition read at the time as building something like the Bloomberg of crypto. Equiniti is a different kind of purchase, and a much bigger one.
Other exchanges have diversified away from pure trading fees by extending their own platforms outward: Coinbase added US stock trading to its existing app and has just opened a securities-tokenization hub in Abu Dhabi; Crypto.com and Bitget have both launched tokenized-stock products. Each keeps existing crypto customers on the existing crypto platform and brings traditional assets to them. Bullish has gone the opposite way, buying an entirely separate, traditional business that today serves listed companies, not Bullish's own traders. Its own investor materials for the deal put Equiniti's core business on a "flat to low-single-digit" revenue growth path standing alone, with essentially all of the projected acceleration pinned to a line called Tokenization & Blockchain Services, targeted at 20% growth. The thesis is not that Equiniti is a growth business. It is that Bullish can bolt blockchain rails onto a slow one.
A price set three months ago
Equiniti is not a crypto business. It is a transfer agent, the regulated intermediary a listed company must use to keep the official record of who owns its shares, pay dividends and process corporate actions. Bullish said in its announcement that Equiniti serves nearly 3,000 issuer clients and 15,000 corporate clients in total, supports more than 20mn shareholders and processes about $500bn of payments a year. Its US arm, Equiniti Trust Company, is an SEC-registered transfer agent, per its registration filings, and its UK operations are regulated by the Financial Conduct Authority (FCA). Siris has owned the business since 2021.
The headline price is $4.2bn. What Bullish is actually paying is smaller and stranger than that.
Section 1.07 of the merger agreement sets a base consideration amount of $4.2bn, then adjusts it for cash and net working capital and deducts indebtedness and transaction expenses. Bullish's announcement, as reported, splits the total into about $1.85bn of assumed Equiniti debt and about $2.35bn of Bullish stock. The stock element is settled entirely in newly issued ordinary shares.
The unusual part is the price. Rather than a floating exchange ratio struck at closing, the agreement fixes it. Section 8.12, the agreement's definitions section, sets the 30-Day Pre-Signing VWAP at $38.4797 per Bullish ordinary share, and Section 1.08 requires the consideration to be settled in shares valued at that figure. At that price, $2.35bn is about 61.1mn shares, subject to closing adjustments.
Bullish had 150.3mn ordinary shares outstanding at the end of February, according to its annual report. In a release furnished to the SEC on 31 Jul, it put its fully diluted count at 160.7mn using its second-quarter average share price of $34.77, and at 159.6mn using the 30 Jun close. Both of the company's reference prices check out against daily New York closing data, by Sandmark's calculation: the mean close over the quarter was $34.77 and the stock closed on 30 Jun at $23.43. On the lower count, the issuance dilutes existing holders by about 38% and leaves the seller with roughly 28% of the enlarged company. In a transcript of its 5 May investor call, Bullish said it expected approximately 222mn fully diluted shares outstanding once the deal closes, consistent, to within rounding, with the 160.7mn and 61.1mn figures added together.
The $38.4797 is a genuine reference price rather than a negotiated one. Over the 30 sessions to 1 May, Bullish's mean typical price, the average of each day's high, low and close, was $38.58, within a few cents of the figure written into the agreement, by the same calculation.
A fixed price also fixes the share count, and Bullish stock has fallen a long way since May. It closed at $24.52 on 11 Aug, having touched a post-listing closing low of $21.79 on 31 Jul. At the 11 Aug close the 61.1mn shares are worth about $1.5bn, some $850mn below the stated stock consideration and 36% below the price at which they are being issued.
The agreement gives Siris no protection against that. There is no collar, no floor and no price-based right to walk away in the merger or shareholder agreements, both of which Sandmark has reviewed in full, and the agreement's definition of a material adverse effect, the one condition that could otherwise let Siris refuse to close, expressly excludes any decline in the market price of Bullish shares. Whether any mechanism exists outside those filed documents to adjust the deal's value for the share-price decline is not disclosed anywhere in the public record.
Section 6.01 allows termination only by mutual consent, on a final and non-appealable regulatory restraint, on breach or if the deal has not closed by the Termination Date of 4 Feb 2027, which extends automatically to 4 May and then 4 Aug 2027 while regulatory conditions remain outstanding. Any post-closing true-up under Section 1.13 is settled in cash or in shares valued at the same fixed $38.4797.
For Bullish shareholders, the fixed price cuts the other way. Had the same $2.35bn been struck at the 11 Aug close, it would have required about 96mn shares and diluted them by roughly 60%. Fixing the price in May capped the issuance at 61.1mn shares and avoided some 35mn shares of further dilution.
It also means the real cost is well below the headline. At the 11 Aug close, Bullish is paying about $1.5bn of market value in stock plus $1.85bn of assumed debt, or around $3.35bn against the $4.2bn announced. Its own fully diluted market capitalization at that price is roughly $3.91bn. Bullish is buying a company close to its own size.
The market liked it, then repriced
Bullish shares rose 11% on the day the deal was announced, closing at $45.34 on 5 May against $40.70 the session before, having touched $48.93 during the day. They have fallen 46% from that close since.
That is not simply crypto weakness. By Sandmark's calculation from daily closing prices, Bullish is down 44% over three months, underperforming Bitcoin (BTC) by about 22 percentage points, and down 35% for the year to date, about eight points behind Bitcoin. Its one-year beta to Bitcoin is 1.0, and over the same trailing year its annualized volatility, by Sandmark's calculation from daily closes, was 79% against 43% for Bitcoin. The shares are 67% below their post-listing high close of $74.63, reached on 14 Aug 2025.
Insider control falls below half
The dilution reorders the register. Bullish's annual report, filed on Form 20-F on 10 Mar, shows co-founder Brendan Blumer holding 25.89% at the end of February and director Kokuei Yuan 24.09%, just under half the company between them. Directors and officers together held 57.99%. Adding 61.1mn shares takes that group below 42%, on Sandmark's calculation, and leaves the Siris-affiliated Orbit vehicles with roughly 27% to 29% of the enlarged company, making them the largest single economic holder, ahead of Blumer, whose stake falls to about 18%.
That formulation is deliberate. The shares go to two entities, Orbit Private Holdings I and Orbit Private Holdings II, in proportion to their respective percentages, both subsidiaries of the seller, Orbit Private Investments. That supports treating them as one economic bloc for dilution and control, but it does not establish that they will be reported or voted as a single beneficial owner under Section 13(d), which will only be clear from a post-closing filing and any joint-filing agreement.
Among outside holders, FMR, the Fidelity parent, disclosed a 7% passive stake of 10.5mn shares in a Schedule 13G filed with the SEC on 6 Aug, with an event date of 30 Jun. That position would fall to about 4.7% after the issuance.
The seller gets a say on pay and picks
Governance is where the terms become most specific, and it is worth setting out what Bullish's committees look like now, as described in the company's own annual report.
The audit committee is Andrew Wynn as chair, Karen Simon and Andrew Bliss. Bullish's board has determined that all three satisfy the independence requirements for audit committee members under NYSE listing standards and Rule 10A-3, and the company states it has a fully independent audit committee relying on no exemption. Its board table, though, designates only Simon and Wynn as independent directors. Bliss is listed simply as a director, and the same filing describes him as a member of Bullish's founding team.
The other two committees are not fully independent, and Bullish says so. The compensation committee is Simon as chair, with Blumer. The nominating and corporate governance committee is Bliss as chair, with CEO Thomas Farley. In both cases, the annual report states that, as a foreign private issuer, Bullish has elected not to have the committee consist entirely of independent directors. Foreign private issuer status is a US securities-law category that exempts companies based mostly outside the country from board-independence rules binding domestic ones.
Section 3.6 of the shareholder agreement places one Siris director on each of those two committees. Not the audit committee, where Siris gets nothing, but the two Bullish has already exempted from full independence.
The two directors are named in the agreement as Frank Baker and Grant Weisberg. They keep their seats while Siris holds at least 80% of the shares it receives at closing and more than 20% of Bullish outstanding, dropping to one director at 40%. Bullish cannot remove them except at Siris's request, or where the nominating committee finds them disqualified under SEC or NYSE rules or a bad actor under Rule 506(d). Their recusal obligation covers only matters arising under the shareholder agreement or the merger agreement, not conflicts generally. If either is not elected by shareholders, Siris may install a non-voting board observer instead.
Weisberg's position is not confined to Bullish's board. Siris's own announcement on 24 Jul, confirming its option to keep three Equiniti business lines outside the sale, named him alongside Frank Baker as the Siris principal overseeing those retained businesses. One of them, Lenvi, manages more than £100bn of credit assets for over 150 lenders through an FCA-regulated platform; another, EQ Retirement Solutions, supports more than 10mn pension members and £10bn of annual payments. Weisberg will therefore sit on Bullish's board while simultaneously running a separate, sizeable Siris business that shares an operating history with Equiniti, and his recusal obligation as a Bullish director does not extend to conflicts with that business, only to matters arising under the deal documents themselves.
Three directors from one company
Three of the six current directors built their careers at block.one, the company that seeded Bullish. Blumer co-founded it in 2016, and it originated the EOSIO software (EOSIO was the open-source blockchain protocol block.one released in 2018. Not a blockchain itself, but software other people used to build blockchains). Yuan, block.one's former executive chairman, joined the Bullish board in 2023. Bliss was block.one's chief strategy officer, and before that, its chief operating officer and, earlier, its chief financial officer. Between them, the three held 53.7% of Bullish at the end of February, per the annual report's ownership table.
Block.one's fundraising is a matter of public record. On 30 Sep 2019, the SEC announced a settled order requiring the company to pay a $24mn civil penalty for conducting an unregistered initial coin offering between June 2017 and June 2018. Block.one consented without admitting or denying the findings. The settlement was widely criticized at the time as unusually lenient: the $24mn penalty amounted to about 0.6% of the sum raised, with no disgorgement, no registration requirement and no bad-actor disqualification, sanctions the SEC had applied in comparable non-fraud cases. A separate investor lawsuit alleging block.one had failed to decentralize EOS as promised continued for years afterward; a proposed $27.5mn class settlement, larger than the original SEC penalty, was rejected by a federal court in 2022 over how the proceeds would be divided between US and foreign investors. The SEC described the sum raised as the equivalent of several billion dollars; the figure of about $4.1bn is the company's own and was widely reported at the time.
What Thursday will have to answer
Bullish reports second-quarter results on 13 Aug, with a call at 12:30UTC (8:30am ET), per a company release.
The first quarter set a low bar. In results furnished to the SEC on 14 May, Bullish reported a net loss of $605mn under IFRS, the accounting framework it uses as a foreign private issuer, on digital asset sales of $52bn and a loss of $3.85 per share, its second consecutive quarterly loss above half a billion dollars, as reported. Its own breakdown attributes most of that to fair-value movements rather than operations: a $560mn negative swing on digital assets held, a further $92mn on investments in financial assets, against $48mn of administrative expenses and $46mn of other expenses. On the company's preferred measures, the same quarter produced adjusted revenue of $93mn and positive adjusted EBITDA of $35mn.
Volumes have since deteriorated. Bullish's July metrics, furnished to the SEC on 6 Aug, show total spot volume of $29bn against $46bn in June. Bitcoin spot volume fell to $17bn from $27bn, Ether (ETH) spot to $3bn from $4.9bn and perpetuals to $1.5bn from $3.1bn.
The shape of what Bullish is buying has also narrowed. On 24 Jul it disclosed that a Siris affiliate had exercised an option, disclosed at signing, to buy three Equiniti businesses, EQ Retirement Solutions, EQ Customer Resolutions and Lenvi, for $100mn in cash, to be carved out in parallel with closing. Bullish says the financial results of those businesses were excluded from all transaction disclosures from the start, leaving unchanged, on the company's own terms, its guidance of about $1.3bn of adjusted total revenue in 2026 and revenue growth of 6% to 8% a year from 2027 to 2029, including 20% growth from tokenization and blockchain services. Because those financials were never disclosed, there is no public basis on which to judge whether $100mn is a full price for the three businesses. Siris's own description of them, in its 24 Jul announcement, suggests they are not trivial: EQ Retirement Solutions alone supports more than 10mn pension-scheme members and processes about £10bn of payments a year, and Lenvi manages more than £100bn of credit assets for over 150 lenders on an FCA-regulated platform.
Bullish's own deal materials, filed as exhibits to the May 6-K, put more detail behind that guidance. On a standalone 2026 base case, Equiniti is projected to generate $915mn of revenue, of which $230mn, about a quarter, is interest income rather than registry fees, and $345mn of EBITDA less capital expenditure, more than double Bullish's own standalone base case of $165mn. Bullish's own transaction-revenue projection is explicitly footnoted as its first-quarter result annualized, a run rate set before the desk's own July metrics showed spot volume falling by more than a third from June. Frank Baker, Siris's co-founder and managing partner, said in the firm's 5 May announcement of the sale that Siris had "more than tripled Equiniti's EBITDA" during its ownership; Bullish's own materials do not repeat that figure, and neither company has disclosed the underlying numbers publicly.
The regulatory picture has narrowed too. Bullish said in the same 24 Jul release that it had received competition clearances in the US, UK and Germany. FCA, ICAEW and New York approvals remain outstanding under the merger agreement, along with other investment-screening clearances, and Bullish announced approval from the Gibraltar Financial Services Commission to offer trading in tokenized securities on 29 Jun. The company expects the deal to close in January 2027, weeks before the agreement's first termination date.
Sandmark put questions to Bullish on its board composition, the committee arrangements and its reporting measures on 10 Aug. Sandmark separately put questions to Siris on 12 Aug regarding the deal's pricing structure, the retained businesses and its board appointees. Neither Bullish nor Siris had responded as of publication. This article will be updated with any response.
