SCHEDULE: Bullish Co-Founder Blumer Holds 28.1% Stake Post-IPO

Brendan F. Blumer, co-founder of Bullish, has disclosed a 28.1% beneficial ownership stake in the company's Ordinary Shares following its initial public offering.

Summary

• Brendan F. Blumer, a co-founder and director of Bullish, beneficially owns 41,134,432 Ordinary Shares, representing approximately 28.1% of the company's outstanding shares.
• This ownership includes 39,166,869 shares held directly and 1,967,563 shares held by Buttonwood Investments 1, an entity controlled by Mr. Blumer.
• The shares were primarily acquired through a dividend from block.one on August 2, 2024, and a subsequent transfer from block.one to Buttonwood Investments 1 on February 27, 2025.
• A 1-for-2 reverse stock split was effected on August 1, 2025, followed by the conversion of Class A Shares to Ordinary Shares on a 1-for-1 basis on August 14, 2025, immediately prior to the IPO closing.
• Mr. Blumer and Buttonwood Investments 1 are subject to a 180-day lock-up agreement restricting the sale or transfer of their shares following the IPO.
• Buttonwood Investments 1 has entered into Call Option Agreements with third parties for 1,967,563 Ordinary Shares, retaining voting control over these shares.

Sentiment

Score: 7

Explanation: The filing indicates a significant and stable insider ownership post-IPO, which is generally a positive signal for investor confidence. The lock-up is standard, and the stated intent to potentially acquire more shares is favorable. The complexity of the Call Option Agreements and the eventual expiration of the lock-up introduce minor uncertainties.

Positives

• Brendan F. Blumer, a co-founder and director, maintains a significant beneficial ownership of 28.1% in Bullish, indicating strong alignment with the company's long-term success.
• The reporting person's stated intention to continuously review his investment and potentially acquire additional securities suggests ongoing confidence in the company.

Negatives

• The 180-day lock-up agreement restricts the sale or transfer of a substantial portion of the company's shares (28.1%), which could lead to increased selling pressure once the lock-up expires.

Risks

• Post-Lock-up Selling Pressure: The 180-day lock-up agreement on 28.1% of the outstanding shares held by a significant insider could lead to increased market volatility and potential downward pressure on the share price once the lock-up period expires.
• Call Option Agreements: While Buttonwood Investments 1 retains voting control, the existence of Call Option Agreements for 1,967,563 Ordinary Shares with third parties introduces complexity regarding future ownership and potential share transfers to affiliates.

Future Outlook

Brendan F. Blumer intends to continuously review his investment in Bullish and reserves the right to acquire additional securities, dispose of existing holdings, or take other actions based on various factors including the company's business prospects, market conditions, and regulatory changes. As a Board member, he may influence corporate activities.

Management Comments

• The Reporting Person intends to continuously review his investment in the Issuer and may in the future determine (1) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (2) to dispose of all or a portion of the securities of the Issuer owned by him or (3) to take any other available course of action.
• Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change his intention with respect to any or all of such matters.
• The Reporting Person is a member of the Board of Directors of the Issuer and, accordingly, in such capacity, may have influence over the corporate activities of the Issuer.

Industry Context

This filing details a significant insider's ownership stake following Bullish's IPO. In the broader market, such substantial insider holdings post-IPO are often viewed positively as they signal management's confidence and alignment with shareholder interests, though the associated lock-up period is a standard practice to stabilize the stock post-listing.

Corporate Governance

Related Party Transactions

• Brendan F. Blumer acquired 78,315,718 Class A Shares on August 2, 2024, via a dividend from block.one, an entity where he was the sole shareholder.
• Buttonwood Investments 1, an entity controlled by Brendan F. Blumer, acquired 3,953,126 Class A Shares on February 27, 2025, from block.one.
• Buttonwood Investments 1 assumed the rights and obligations of block.one pursuant to Call Option Agreements with third parties for 1,967,563 Ordinary Shares.

Stakeholder Impact

• Shareholders: The significant insider ownership (28.1%) by a co-founder and director may instill confidence. The 180-day lock-up provides short-term stability but could lead to selling pressure upon expiration.
• Management/Employees: Continued involvement of a co-founder on the board and his substantial stake suggests stable leadership and strategic direction.

Next Steps

• Brendan F. Blumer will continuously review his investment in Bullish.
• Mr. Blumer may acquire additional securities or dispose of existing holdings in the future.
• The 180-day lock-up period on Mr. Blumer's and Buttonwood Investments 1's shares will expire, after which they will be free to sell or transfer shares, subject to insider trading policies.

Key Dates

Recommendation

The filing confirms a substantial insider stake by a co-founder post-IPO, which is a positive indicator of long-term commitment. However, the 180-day lock-up period means that a significant portion of shares will become eligible for sale in the near future, potentially creating downward pressure. Given the recent IPO and the standard nature of the lock-up, a 'hold' recommendation is appropriate to observe market reaction post-lock-up and further company developments before making a more definitive 'buy' or 'sell' decision.

Keywords

Bullish, Brendan F. Blumer, Schedule 13D, Beneficial Ownership, IPO, Lock-up Agreement, Ordinary Shares, block.one, Buttonwood Investments 1, Corporate Governance