老虎证券 2026年年度报告和过渡报告

UP FINTECH HOLDING LIMITED 2,747,878,321 Class A ordinary shares were outstanding as of December 31, 202597,611,722Class B ordinary shares were outstanding as of December 31, 2025 ☒Yes☐No Table of Contents Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to usethe extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial ReportingStandards as issuedby the International AccountingStandards Board☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.◻Item 17 or◻Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). TABLE OF CONTENTS Presentation of Financial and Certain Other InformationCONVENTIONS THAT APPLY TO THIS REPORTForward-Looking Statements PART IItem 1.Item 2.Item 3.Item 4.Item 5.Item 6.Item 7.Item 8.Item 9.Item 10.Item 11.Item 12.Part IIItem 13.Item 14.Item 15.Item 16A.Item 16B.Item 16C.Item 16D.Item 16E.Item 16F.Item 16G.Item 16H.Item 16I.Item 16J.Item 16K.Part IIIItem 18.Item 19. Identity of Directors, Senior Management and AdvisersOffer Statistics and Expected TimetableKey InformationInformation on the CompanyOperating and Financial Review and ProspectsDirectors, Senior Management and EmployeesMajor Shareholders and Related Party TransactionsFinancial InformationThe Offer and ListingAdditional InformationQuantitative and Qualitative Disclosures About Market RiskDescription of Securities Other than Equity Securities Table of Contents PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION UP Fintech Holding Limited, together with its consolidated subsidiaries (collectively, the “Company” or the “Group”), is a leadingintegrated financial technology platform providing cross-market, multi-product investment experience for investors around theworld. In this annual report on Form 20-F, unless otherwise specified or the context otherwise indicates, all references to “UPFintech Holding Limited” and the “Company” refer to the business and operations of the Company and its consolidatedsubsidiaries. This annual report on Form 20-F includes the consolidated financial statements of the Company for the years ended December 31,2023, 2024 and 2025 (the “Consolidated Financial Statements”) prepared in accordance with United States Generally AcceptedAccounting Principles (“U.S. GAAP”) as issued by the Financial Accounting Standards Board. The financial statements are presented in U.S. dollars. All references to “U.S. dollars,” “US$,” “U.S. $” and “$” refer to thecurrency of the United States of America. The language of this annu