Farley Thomas W 4

What Happened

• Thomas W. Farley, CEO of Bullish (BLSH), sold 80,000 ordinary shares in open-market transactions on May 11, 2026, generating total proceeds of $3,515,897. The sales were executed in four tranches at weighted-average prices of $42.25, $43.47, $44.27 and $44.95.
• Earlier, on April 2 and April 27, 2026, Farley recorded exercises/conversions of derivatives (two transactions of 80,000 shares each, total 160,000). The filing shows these derivative transactions with no cash consideration and refers to incentive units that are exchangeable for ordinary shares (see footnote F6).

Key Details

• Sale dates & amounts: May 11, 2026 — 5,500 shares @ $42.25 ($232,375); 21,050 @ $43.47 ($915,044); 50,146 @ $44.27 ($2,219,963); 3,304 @ $44.95 ($148,515). Total proceeds ≈ $3,515,897.
• Exercise/conversion dates: Apr 2, 2026 — 80,000 derivative shares; Apr 27, 2026 — 80,000 derivative shares (total 160,000). Filing shows $0 consideration for those derivative disposals/conversions.
• Sales executed pursuant to a Rule 10b5-1 trading plan (footnote F1).
• Price footnotes indicate the sales covered ranges: $41.90–$42.89 (F2), $42.90–$43.89 (F3), $43.91–$44.90 (F4), $44.91–$45.00 (F5); weighted averages are reported above.
• Footnote F6: the exercised incentive units (BMC1) are exchangeable for ordinary shares upon vesting and have no expiration.
• Filing notes Bullish is a foreign private issuer; transactions are exempt from Sections 16(b) and 16(c) (per Remarks).
• Shares owned after these transactions are not stated in the provided excerpt; see the full Form 4 for post-transaction beneficial ownership details. No late filing is indicated in the provided summary.

Context

• The “M” transaction code signals exercise/conversion of derivatives (e.g., options or exchangeable incentive units). The $0 entries and footnote F6 suggest these were conversions of incentive units into ordinary shares rather than a cash purchase.
• The sales were made under a pre-established 10b5-1 plan, which typically means the trades were scheduled in advance and are less likely to reflect trading on undisclosed material information.
• For retail investors: purchases by insiders can be more informative about personal conviction; routine sales—especially under 10b5-1 plans—are common for liquidity or tax-planning reasons and do not necessarily indicate a change in outlook.