AtlasClear Turns the Corner — and Equity Surpasses $21M

Date of Call: Feb 13, 2026

Financials Results

• Revenue: $5.1 million, representing an 84% increase year-over-year

Business Commentary:

Revenue Growth and Financial Positioning:

• AtlasClear Holdings reported revenue of $5.1 million for Q4 2025, representing an 84% increase year-over-year.
• The growth was driven by higher client activity across the platform, particularly in commissions, stock locate services, and clearing-related activity.

Equity and Liquidity Improvement:

• The company's stockholders' equity increased to $21.7 million, turning positive from a deficit of $6.8 million at fiscal year-end.
• Liquidity strengthened significantly with $46.2 million in cash and restricted cash, providing flexibility to support operations and regulatory requirements.

Operational Momentum and Strategic Focus:

• Wilson-Davis performed consistently as the core clearing engine, with continued strength in commissions and clearing-related activity.
• The company is focusing on scaling responsibly, improving client experience, and advancing its vision with the proposed acquisition of Commercial Bancorp of Wyoming.

Capital Structure and Dilution Outlook:

• The current outstanding share count is approximately 150 million shares, with potential additional dilution from warrants and convertible notes.
• The company expects any future dilution to be accretive, with a focus on regulatory capital and funding growth internally.

Regulatory and Strategic Acquisition Progress:

• AtlasClear is preparing to file an application with the Fed for the proposed acquisition of Commercial Bancorp of Wyoming.
• The acquisition is expected to be accretive and create a full licensing platform, combining correspondent clearing services with banking services.

Sentiment Analysis:

Overall Tone: Positive

• Management stated the December quarter was 'a clear inflection point' and 'the vision move into execution.' They highlighted 84% revenue growth, positive stockholders' equity, and that the company is 'operating from its strongest position yet' with 'clarity, momentum and...long-term value for the shareholders.'

Q&A:

• Question from Jeff Ramson (ProActive Capital Group, LLC): There's been meaningful capital structure simplification over the past year, but investors are still focused on dilution and convertibles. Can you walk through what the fully diluted share count looks like today and whether we're largely past the heavy conversion phase?
  Response: Current share count is ~150M. Only remaining viable conversions are from the October 2025 financing, adding ~43M shares (warrants) and >14M shares (convertible note). Any future dilution is expected to be accretive.

• Question from Jeff Ramson (ProActive Capital Group, LLC): You ended the quarter with over $46 million in cash and restricted cash. How should investors think about true corporate liquidity versus regulatory capital and are we now in a position where the business can fund growth internally?
  Response: Regulatory capital threshold is $10.5M. The company holds $15M for this requirement. The remaining $23.1M in cash could be spent but the business can grow internally given the strengthened capital position.

• Question from Jeff Ramson (ProActive Capital Group, LLC): Wilson-Davis continues to be described as the engine of the platform. At what revenue level does the clearing business begin to generate consistent operating leverage? And what does the path to scale to profitability look like from here?
  Response: The inflection point is after covering ~$14M in fixed operating costs. Beyond that threshold, margins are solid and the business can scale significantly, with maximum operating leverage expected to happen through 2026.

• Question from Jeff Ramson (ProActive Capital Group, LLC): Can you provide more clarity on the expected ramp time line for the new introducing brokerage firms and when investors should begin to see measurable impact reflect in revenue or account growth?
  Response: The first new client (Dawson James) is about to begin trading, with others expected to ramp more quickly. Revenue impact should be visible in the next few quarters.

• Question from Jeff Ramson (ProActive Capital Group, LLC): On the proposed Commercial Bancorp acquisition, can you provide realistic update on timing, regulatory visibility and what the financial profile of AtlasClear looks like with or without that transaction?
  Response: The updated stock purchase agreement is in place; the application to the Fed will be filed soon. Regulatory approval is expected to move more quickly. Without the bank, Wilson-Davis can build a highly profitable company. With the bank, it creates a full licensing platform that is 'immediately accretive' and creates a 'one-stop solution' with significant growth potential.

Contradiction Point 1

Commercial Bancorp Acquisition Regulatory Timeline

Contradiction on the timeline for filing the acquisition application with the Federal Reserve.

What are your thoughts on the recent earnings report? - Jeff Ramson (ProActive Capital Group, LLC)

2026Q2: The company is preparing to file its application with the Federal Reserve and is optimistic about a faster approval process due to recent regulatory changes. - David Ridenhour(President & Director)

Can you provide an update on the timing and regulatory visibility of the Commercial Bancorp acquisition, as well as AtlasClear's financial profile with or without the transaction? - Jeff Ramson (ProActive Capital Group, LLC)

2026Q1: The company plans to formally file with the Federal Reserve by January 31, 2026, beginning the approval process. - David Ridenhour(President & Director)

Contradiction Point 2

Wilson-Davis Profitability Without Acquisition

Contradiction on whether Wilson-Davis can be a standalone profitable entity.

What were Jeff Ramson's questions during the earnings call? - Jeff Ramson (ProActive Capital Group, LLC)

2026Q2: Without the acquisition, Wilson-Davis can build a highly profitable correspondent clearing firm. - David Ridenhour(President & Director)

What's the current status of the Commercial Bancorp acquisition, including timing, regulatory progress, and how it affects AtlasClear's financial profile with or without the transaction? - Jeff Ramson (ProActive Capital Group, LLC)

2026Q1: The Commercial Bancorp acquisition is particularly valuable because as a Wyoming state-chartered, Fed-member bank, it provides a forward-thinking regulatory environment for crypto and the ability to settle transactions efficiently. - John Schaible(Executive Chairman)