AtlasClear Holdings, Inc. Reports Fiscal Year 2026 Results
AtlasClear Holdings, Inc. (ATCH) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 AtlasClear Holdings, Inc. Reports Fiscal Year 2026 Results -Fiscal 2026 Revenue Increased 85% to $20.1 Million- -Stock Locate Revenue Grew to $6.8 Million from $0.3 Million; Non-Commission Sources Reached 54% of Total Revenue- -Second Consecutive Year of Positive GAA
How this was made
The 30-second read
Why it matters
The earnings release provides fresh guidance on the company's scaling strategy and capital position, likely influencing short‑term price action.
Market read
First‑time disclosure of FY2026 results for a micro‑cap fintech clearing firm; may attract speculative buying.
What to watch
Non‑cash fair‑value gains inflate net income; cash burn remains high relative to revenue.
Fiscal 2026 Revenue Increased 85% to $20.1 Million
Revenue growth and liquidity improved materially, led by stock locate revenue, but the operating loss widened and positive GAAP net income depended on substantial non-cash fair-value gains.
Key metrics
shortened, hover for the filing’s print| Metric | Value | q/q | y/y |
|---|---|---|---|
| Total revenue (Fiscal 2026)GAAP | $20.1M | – | 85% |
| Total revenue plus interest income (Fiscal 2026)non-GAAP | $21.9M | – | approximately 70% |
| Interest income (Fiscal 2026)GAAP | $1.8M | – | – |
| Total expenses (Fiscal 2026)GAAP | $29.8M | – | – |
| Compensation, payroll taxes and benefits (Fiscal 2026)GAAP | $11.7M | – | 91% |
| Stock-based compensation related to executive employment agreements (Fiscal 2026)GAAP | $3.6M | – | – |
| Data processing and clearing costs (Fiscal 2026)GAAP | $4.2M | – | 98% |
| Stock locate expense (Fiscal 2026)GAAP | $800K | – | – |
| Loanet expense (Fiscal 2026)GAAP | $700K | – | – |
| Regulatory, professional and related expenses (Fiscal 2026)GAAP | $4.9M | – | 17% |
| Loss from operations (Fiscal 2026)GAAP | $9.8M | – | – |
| Total other income (Fiscal 2026)GAAP | $11.5M | – | – |
| Gain from change in fair value of earnout liability (Fiscal 2026)GAAP | $11.1M | – | – |
| Gain related to the Winston & Strawn agreement (Fiscal 2026)GAAP | $1.8M | – | – |
| Gain from change in fair value of warrant liabilities (Fiscal 2026)GAAP | $1.7M | – | – |
| Gain from change in fair value of convertible-note derivative (Fiscal 2026)GAAP | $400K | – | – |
| Interest expense (Fiscal 2026)GAAP | $5.1M | – | – |
| Loss on settlement of the Winston & Strawn agreement (Fiscal 2026)GAAP | $570,000 | – | – |
| Income before taxes (Fiscal 2026)GAAP | $1.7M | – | – |
| Tax benefit (Fiscal 2026)GAAP | $300K | – | – |
| Net income (Fiscal 2026)GAAP | $2M | – | – |
| Net income per basic and diluted share (Fiscal 2026)GAAP | $0.02 per basic and diluted share | – | – |
| Weighted-average shares outstanding (Fiscal 2026)GAAP | approximately 125.0 million | – | – |
| Cash used in operating activities (Fiscal 2026)GAAP | $6.2M | – | – |
| Cash used in investing activities (Fiscal 2026)GAAP | $65,000 | – | – |
| Cash provided by financing activities (Fiscal 2026)GAAP | $16.5M | – | – |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| Commission revenue (Fiscal 2026)Higher variable compensation was associated with revenue growth. | $9.3M | – | 56% |
| Stock locate revenue (Fiscal 2026)Stock locate revenue represented approximately 34% of total revenue; related stock locate and Loanet costs were new categories associated with growth of the stock locate business. | $6.8M | – | – |
| Clearing fees (Fiscal 2026)No driver was quantified. | $2.1M | – | – |
| Vetting fees (Fiscal 2026)The Company described fiscal 2026 fees as broadly consistent with $1.5 million a year ago. | $1.4M | – | – |
| Net gains on firm trading accounts (Fiscal 2026)No driver was quantified. | $500K | – | – |
| Other revenue (Fiscal 2026)No driver was quantified. | $65,000 | – | – |
What drove it
- Total revenue increased 85% to $20.1 million, with commission revenue increasing 56% to $9.3 million and stock locate fees increasing to $6.8 million from $0.3 million.
- Sources other than commissions accounted for approximately 54% of total revenue, compared with approximately 45% in fiscal 2025.
- The Company signed clearing agreements with six new correspondent broker-dealers, with the sixth executed in September 2026. Fiscal 2026 included no meaningful revenue from these relationships.
- Management expects newly signed correspondents to begin contributing as they come online during fiscal 2027 and expects their customer assets and trading activity to help scale stock loan, margin-balance, customer-cash and securities-lending income.
- AtlasClearing’s net capital increased 29% to $14.4 million, approximately $14.1 million above its minimum requirement.
Concerns
- Loss from operations was $9.8 million, compared with $4.9 million in fiscal 2025, as higher activity raised variable compensation, data processing, clearing and stock locate costs.
- Net income of $2.0 million included substantial non-cash fair-value gains, most notably an $11.1 million gain on the earnout liability.
- Cash used in operating activities was $6.2 million, reflecting growth in operating assets and the non-cash nature of a substantial portion of fiscal 2026 net income.
- The Commercial Bancorp transaction remains subject to regulatory approval and other customary closing conditions after the parties withdrew the pending regulatory applications.
- The Ark Financial Services and institutional digital asset opportunities remain subject to non-binding letters of intent, due diligence, approvals, definitive agreements and other closing conditions.
What to watch
- Onboarding and conversion timing for the six new correspondent broker-dealers and their contribution to fiscal 2027 results.
- Whether additional correspondent assets and trading activity scale stock loan, securities lending, margin and customer-cash interest income.
- Operating cash flow as the Company expands operating assets and absorbs costs associated with higher activity.
- Progress on refiling regulatory applications for the Commercial Bancorp of Wyoming acquisition.
- The extent to which non-cash fair-value gains continue to affect reported GAAP net income.
Balance sheet and cash flow
- Cash and cash equivalents totaled $15.4 million, compared with $7.5 million at June 30, 2025.
- Total assets increased to $71.2 million from $60.9 million.
- Stockholders’ equity improved to $21.1 million from a deficit of $(6.8) million at June 30, 2025.
- Total liabilities declined approximately $17.6 million to approximately $50.1 million.
- Shares outstanding were approximately 150.3 million at fiscal year-end.
- Cash used in operating activities was $6.2 million, compared with cash provided by operating activities of $0.8 million in fiscal 2025.
- Cash used in investing activities was $65,000, representing a payment related to the extension of the Commercial Bancorp acquisition agreement.
- Cash provided by financing activities was $16.5 million, compared with $1.6 million in fiscal 2025.
- AtlasClearing’s $10 million revolving line of credit with BMO Harris Bank remained undrawn throughout the year, and the Company was in compliance with all applicable financial covenants as of June 30, 2026.
Analysis
AtlasClear reported fiscal 2026 GAAP revenue of $20.1 million, up 85% from $10.9 million. Commission revenue increased 56% to $9.3 million, while stock locate fees rose to $6.8 million from $0.3 million. Stock locate represented approximately 34% of total revenue, and sources other than commissions accounted for approximately 54% of revenue compared with approximately 45% in fiscal 2025. Clearing fees declined to $2.1 million from $3.2 million, while vetting fees were $1.4 million compared with $1.5 million.
The higher activity came with substantial operating costs. Total expenses rose to $29.8 million from $15.8 million, and the operating loss widened to $9.8 million from $4.9 million. Compensation, payroll taxes and benefits increased 91% to $11.7 million, data processing and clearing costs increased 98% to $4.2 million, and the Company recorded $3.6 million of non-cash stock-based compensation related to executive employment agreements. New stock locate and Loanet cost categories totaled $0.8 million and $0.7 million, respectively.
GAAP net income was $2.0 million, or $0.02 per basic and diluted share, compared with $5.8 million, or $0.96 per share, in fiscal 2025. The fiscal 2026 result was supported by $11.5 million of total other income, including an $11.1 million non-cash gain from the change in fair value of the earnout liability, a $1.8 million gain related to the Winston & Strawn agreement, and a $1.7 million warrant-liability fair-value gain. These gains were partly offset by $5.1 million of interest expense and a $570,000 loss on settlement of the Winston & Strawn agreement.
Liquidity strengthened, with cash and cash equivalents of $15.4 million versus $7.5 million a year earlier and stockholders’ equity of $21.1 million versus a deficit of $(6.8) million. However, operating activities used $6.2 million of cash, while financing activities provided $16.5 million. AtlasClearing’s $10 million revolving line of credit remained undrawn. Management concluded that substantial doubt about the Company’s ability to continue as a going concern had been alleviated and that internal control over financial reporting was effective as of June 30, 2026.
The principal growth opportunity cited is the onboarding of six newly signed correspondent broker-dealers, none of which contributed meaningful fiscal 2026 revenue. Management expects these relationships to begin contributing during fiscal 2027 and to expand stock loan and interest-income opportunities. The filing provided no quantitative forward guidance. Execution on correspondent onboarding, operating cash flow, and regulatory progress on the Commercial Bancorp transaction are the reported items that will determine whether the revenue growth translates into operating leverage.
Management, verbatim
Fiscal 2026 was a breakout year for AtlasClear. Revenue increased 85%, more than half of it now comes from sources other than commissions, and we achieved that growth without an at-the-market program or an equity line. We reported positive GAAP net income for the second consecutive year, and we want investors to have a clear view of both the reported results and the operating investments behind them: the GAAP result includes substantial non-cash fair-value gains, while at the operating level we invested in a business that is scaling quickly. We believe the platform we have been building is beginning to deliver meaningful scale.
John Schaible, Executive Chairman of AtlasClear
Fiscal 2026 was a year of strong execution at AtlasClearing. Commissions grew 56%, stock locate went from approximately $0.3 million to $6.8 million, and net capital finished the year up 29%. We have signed six new correspondent broker-dealers, and none of their revenue is meaningfully reflected in these results. As they come online, the customer assets and trading activity they bring should help us scale our stock loan business and create additional sources of interest income, and we expect to support that growth with the platform and team already in place, with only incremental additional expense.
Craig Ridenhour, President of AtlasClear
Not in the filing
stated, not guessed- Forward financial guidance
- Prior guidance for comparison
- Gross margin
- Free cash flow
- Dividend information
- Share repurchase information
- Debt balance
- Tax rate
- Prior-quarter figures and sequential comparisons
- Fiscal 2026 prior-year figures for stock locate expense, Loanet expense, income before taxes, tax benefit, individual other-income items, interest expense, loss on settlement, weighted-average shares outstanding, and cash used in investing activities
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
AtlasClear Holdings (NYSE American: ATCH) filed an 8‑K reporting its FY2026 financial results, marking a turnaround to profitability after a prior loss.
Ticker impact
AtlasClear reported FY2026 revenue up 85% to $20.1M and GAAP net income of $2.0M, its second consecutive profitable year.
Potential short‑term upside as investors price in profitability and growth trajectory.
The 8‑K filing is the first public disclosure of the results; the magnitude of revenue growth and return to GAAP profit are material for a micro‑cap, likely prompting buying pressure.
Market effects
Highlights growth potential in the niche clearing and stock‑loan market for smaller broker‑dealers.
U.S. micro‑cap investors may re‑evaluate similar fintech clearing firms.
Limited to U.S. fintech/clearing niche; no broader macro impact.
Counterpoint
Revenue growth may be unsustainable without the new correspondent broker‑dealers contributing; high variable compensation could pressure margins.
Key entities
- CompanyAtlasClear Holdings, Inc.
Provider of regulated financial infrastructure for smaller institutions.
