Bullish to Acquire Equiniti for $4.2B

Bullish has entered into a definitive agreement to acquire Equiniti in a transaction valued at $4.2B. The company said, "The combination creates the global transfer agent for tokenized securities and aims to position Bullish to lead the shift toward blockchain-native capital markets infrastructure. The acquisition brings together Bullish's blockchain-native offering: token design, issuance, operation and compliance; distribution through regulated markets globally; liquidity provisioning; and visibility through CoinDesk's media, data, and research. Equiniti brings what every listed company in most major markets is required to have: a regulated transfer agent. As the system of record for nearly 3,000 blue-chip public companies, Equiniti processes approximately $500 billion in annual payments and supports over 20 million verified shareholders. The combined platform, built to work alongside existing market infrastructure, supports the complete tokenized asset lifecycle. As capital markets move into a blockchain era with tokenized securities, the combination will address a foundational gap in market infrastructure: the absence of a transfer agent built for the blockchain. The shift underway is profound: stablecoins have grown to over $300B in reported market capitalization and an estimated $10T in annual payments volume in just a decade. This is one of the most significant structural transformations in capital markets since the advent of electronic trading, and the combined entity will be well positioned to be the operating system that powers it. The combination is expected to deliver concrete benefits across the ecosystem. As blockchain technology and tokenized real-world assets gain broader adoption, this combination will enable issuers to gain real-time cap table visibility - a significant upgrade from the days or weeks of lag in traditional registries - automated corporate actions, broader investor access, and lower costs. Investors will gain the ability to engage in 24/7 transactions, instant settlement, and frictionless asset movement. Bullish will provide secondary trading infrastructure for eligible tokenized equities outside the U.S., serving non-U.S. investors seeking liquidity in tokenized shares and bridging certificated and tokenized markets." The combined platform will be designed to interoperate with existing capital markets infrastructure - including CSDs such as DTCC, Euroclear, and Clearstream, custodians, and broker-dealers - complementing existing books and records. It will operate within established regulatory frameworks, drawing on Equiniti's SEC-registered transfer agent status and FCA-regulated UK operations alongside Bullish's licensed digital asset infrastructure, and is built to align with emerging regimes such as the EU DLT Pilot - giving institutional issuers and investors the regulatory clarity needed for adoption at scale. Siris acquired Equiniti in 2021 and has played a central role in the company's strategic development. Equiniti will operate under the Bullish umbrella alongside Bullish Exchange and CoinDesk. CEO Dan Kramer and the Equiniti leadership team will retain responsibility for day-to-day operations, regulatory obligations and client relationships. Bullish will provide strategic infrastructure and support to accelerate the companies' shared tokenization roadmap. Siris will receive two board seats as part of the transaction. Closing is expected in January of 2027, subject to customary closing conditions and required regulatory approvals. The $4.2B transaction comprises $1.85B of assumed Equiniti debt and approximately $2.35B in Bullish stock consideration, subject to customary purchase price adjustments. Bullish stock consideration is priced at $38.48 per share, based on Bullish's 30-day VWAP as of close on May 4. Transaction includes a call option for Siris to acquire non-core Equiniti business lines, the financials of which have been excluded from all transaction disclosures. On a pro forma combined basis, the companies are expected to generate approximately $1.3B in adjusted total revenue and ~$500M+ in adjusted EBITDA less Capex for 2026E, reflecting a highly profitable and scaled platform prior to the realization of synergies. Bullish expects to realize 6-8% annual revenue growth from 2027E to 2029E and greater than $100M in annual EBITDA less Capex growth.