MIAMI INTERNATIONAL HOLDINGS, INC.

Previous wording

Data as of and for the three months ended March 31, 2026 and 2025 have been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected in the future. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.

Current wording

Data as of and for the three and six months ended June 30, 2026 and 2025 have been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected in the future. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.

Previous wording

We operate markets across a diverse number of asset classes including options, futures and cash equities and are developing a portfolio of new products. Our markets include: options through MIAX Options, MIAX Pearl, MIAX Emerald, and MIAX Sapphire; U.S. equities through MIAX Pearl Equities; U.S. futures and options on futures through MIAX Futures, and international listings through BSX and TISE. We also own Dorman Trading, an FCM. We also trade Hard Red Spring Wheat futures and options on MIAX Futures. Through MIAX Futures Clearing, we also offer clearing services for U.S. futures and options on futures. We also owned MIAXdx, a DCM, and a DCO prior to the disposition of MIAXdx in January 2026.

Current wording

We operate markets across a diverse number of asset classes including options, futures and cash equities. Our markets include: options through MIAX Options, MIAX Pearl, MIAX Emerald, and MIAX Sapphire; U.S. equities through MIAX Pearl Equities; U.S. futures and options on futures through MIAX Futures, and international listings through BSX and TISE. We also own Dorman Trading, a FCM and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures.

Previous wording

On June 5, 2025, MIH, through MIH East Holdings, Limited completed the TISE Acquisition. Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISEG. The total cash consideration paid for the TISE Acquisition was approximately £51.5 million ($69.7 million).

Current wording

On June 5, 2025, MIH, through MIH East Holdings, Limited (“MIH East”), completed the TISE Acquisition. Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISEG. The total cash consideration paid for the TISE Acquisition was approximately £51.5 million ($69.7 million).

Previous wording

In August 2025, we paid the entire outstanding balance of the term loan and incremental term loan for $178.4 million, inclusive of accrued interest and a prepayment premium. In December 2025, in connection with the our secondary offering, an aggregate of 3,690,079 warrants were exercised on a cashless basis, resulting in the issuance of 3,065,826 shares of our common stock. During the first quarter of 2026, the remainder of the warrants were exercised, resulting in no warrants outstanding as of March 31, 2026.

Current wording

In August 2025, we paid the entire outstanding balance of the term loan and incremental term loan for $178.4 million, inclusive of accrued interest and a prepayment premium. In December 2025, in connection with our secondary offering, an aggregate of 3,690,079 warrants were exercised on a cashless basis, resulting in the issuance of 3,065,826 shares of our common stock. During the first quarter of 2026, the remainder of the warrants were exercised.

Previous wording

In 2021, BSX entered into agreements with Pyth to begin publishing limited derived equities market data for certain symbols from MIAX Pearl Equities on the Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted BSX 500 million Pyth tokens which were locked and restricted from trading with a four year unlocking schedule commencing on May 20, 2024. We also received an additional 0.8 million locked reward Pyth tokens, which will be unlocked at various times during 2025 through 2028. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.

Current wording

In 2021, BSX entered into agreements with Pyth to begin publishing limited derived equities market data for certain symbols from MIAX Pearl Equities on the Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted BSX 500 million Pyth tokens which were locked and restricted from trading with a four year unlocking schedule commencing on May 20, 2024. We also received an additional 0.8 million locked reward Pyth tokens, which will unlock at various times through 2028. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.

Previous wording

We received net proceeds of $16.2 million and $52.6 million in 2025 and 2024, respectively, from the sale of each of the 125 million unlocked Pyth tokens. The remaining 250 million locked tokens will be distributed to BSX by the Pyth Network at the time of unlocking and are expected to be unlocked at a rate of 125 million tokens each on May 20, 2026 and May 20, 2027. This right to receive Pyth tokens meets the definition of a derivative and is recognized at fair value at each reporting date recorded in derivative assets (current and noncurrent) in the condensed consolidated balance sheets with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of March 31, 2026, the fair value of derivative assets associated with the 250 million locked Pyth tokens amounted to $8.6 million.

Current wording

We received net proceeds of $16.2 million and $52.6 million in 2025 and 2024, respectively, from the sale of each of the 125 million unlocked Pyth tokens. In May 2026, BSX received an additional 125 million unlocked Pyth tokens in accordance with the distribution schedule. Upon unlocking, Pyth tokens were derecognized as derivative assets and subsequently recognized as digital assets accounted for as intangible assets measured at fair value, with changes in fair value recorded in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 million and were included in other assets, net in the condensed consolidated balance sheet. The remaining 125 million locked tokens are expected to be distributed to BSX by the Pyth Network upon unlocking on May 20, 2027. The right to receive these Pyth tokens meets the definition of a derivative and is measured at fair value at each reporting date, with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the fair value associated with the 125 million locked Pyth tokens was $3.8 million and presented as derivative assets in the condensed consolidated balance sheet.

Previous wording

Options. The Options segment includes our business operations relating to listed options on the stocks of individual equity options and options on ETPs, such as ETFs, which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, which are all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the sale of proprietary market data, index licensing and access services.

Current wording

Options. The Options segment includes our business operations relating to listed options on the stocks of individual equity options and options on ETPs, such as ETFs, which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, which are all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the sale of proprietary market data, and access services.

Previous wording

Futures. The Futures segment includes our business operations relating to futures transaction services provided by our futures exchange and clearing house, MIAX Futures. These services include offerings for trading and clearing of futures products, the licensing of proprietary market data, listings fees, as well as access services. Also included is Dorman Trading, a full-service FCM registered with the CFTC. MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC was included within the Futures segment until it was sold by the Company in January 2026.

Current wording

Futures. The Futures segment includes our business operations relating to futures transaction services provided by our futures exchange and clearing house, MIAX Futures. These services include offerings for trading and clearing of futures products, the licensing of proprietary market data, listings fees, as well as access services. Also included is Dorman Trading, a full-service FCM registered with the CFTC and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC was included within the Futures segment until it was sold by the Company in January 2026.

Previous wording

International. The International segment includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds and private equity debt by TISE.

Current wording

International. The International segment includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds private equity debt, equities, investment funds, and real estate investment trust by TISE.

Previous wording

•continuing pressure in transaction fee pricing due to intense competition and the proposed new ORF model and the impact on regulatory fee revenue;

Current wording

•continuing pressure in transaction fee pricing due to intense competition and the new ORF model and the impact on regulatory fee revenue;

Previous wording

The following tables summarize each customer’s revenue concentration as a percentage of the Company’s total revenues during the three months ended March 31, 2026 and 2025:

Current wording

The following tables summarize each customer’s revenue concentration as a percentage of the Company’s total revenues during the three and six months ended June 30, 2026 and 2025:

Previous wording

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other income (expense). These activities primarily include the change in fair value of puttable common stock, change in fair value of puttable warrants issued with debt, interest expense related to outstanding debt facilities, interest earned on the investing of excess cash, gain on sale of business, investment gain/loss, and unrealized gains and losses on derivative assets (right to receive Pyth tokens).

Current wording

Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other income (expense). These activities primarily include the change in fair value of puttable common stock, change in fair value of puttable warrants issued with debt, interest expense related to outstanding debt facilities, interest earned on the investing of excess cash, gain on sale of business, investment gain/loss, and unrealized gains and losses on derivative (right to receive Pyth tokens) and digital assets.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

The following summarizes changes in financial performance for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 (in thousands, except share, per share amounts and percentages):

Current wording

The following summarizes changes in financial performance for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (in thousands, except share, per share amounts and percentages):

Previous wording

(1)EBITDA is defined as income before interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, and unrealized gain/loss on derivative assets. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Current wording

(1)EBITDA is defined as income before interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on sale of intangible asset, and impairment charges. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

Previous wording

(3)Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized gain/loss on derivative assets, and non-GAAP tax adjustments. Adjusted earnings margin represents adjusted earnings divided by revenues less cost of revenues. Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis). Adjusted earnings does not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented adjusted earnings because we consider this an important supplemental measure of our performance. In addition, we use adjusted earnings as a measure of operating performance for preparation of our forecasts. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as substitute for analysis of our results as reported under GAAP.

Current wording

(3)Adjusted earnings is defined as net income adjusted for share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on sale of intangible asset, impairment charges, and non-GAAP tax adjustments. Adjusted earnings margin represents adjusted earnings divided by revenues less cost of revenues. Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis). Adjusted earnings does not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented adjusted earnings because we consider this an important supplemental measure of our performance. In addition, we use adjusted earnings as a measure of operating performance for preparation of our forecasts. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as substitute for analysis of our results as reported under GAAP.

Previous wording

(1)Futures segment includes $0.4 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue. Corporate / Other segment includes $(0.1) million related to other revenue.

Current wording

(1)Futures segment includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.8 million related to other revenue. Corporate / Other segment includes $(0.1) million related to other revenue.

Previous wording

(1)Share-based compensation represents expenses associated with stock options of $4.6 million, restricted stock awards of $4.3 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $8.9 million is made up of $8.2 million to employees within compensation and benefits, $0.4 million to service providers within professional fees and outside services, and $0.2 million to directors within general, administrative, and other.

Current wording

(1)Share-based compensation represents expenses associated with stock options of $2.8 million, restricted stock awards of $2.4 million, restricted stock units of $1.8 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $7.1 million is made up of $5.2 million to employees within compensation and benefits, $0.2 million to service providers within professional fees and outside services, and $1.6 million to directors within general, administrative, and other.

Previous wording

(1)Share-based compensation represents expenses associated with stock options of $2.6 million, restricted stock awards of $6.5 million and warrants of $0.4 million that have been granted to employees, directors and service providers. The 2025 expense of $9.5 million is made up of $8.6 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.2 million to directors within general, administrative, and other.

Current wording

(1)Share-based compensation represents expenses associated with stock options of $3.0 million, restricted stock awards of $6.2 million and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $9.4 million is made up of $8.3 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.5 million to directors within general, administrative, and other.

Previous wording

(4)Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of March 31, 2026.

Current wording

(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.

Previous wording

(1)Share-based compensation represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers.

Current wording

(1)Share-based compensation represents expenses associated with stock options, restricted stock awards, restricted stock units, and warrants that have been granted to employees, directors and service providers.

Previous wording

(7)Reflects the unrealized loss resulting from the mark-to-market valuation of Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.

Current wording

(9)Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.

Previous wording

(10)Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.

Current wording

(12)Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.

Previous wording

(11)Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense.

Current wording

(13)Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense.

Previous wording

The following summarizes changes in certain operational and financial metrics for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

The following summarizes changes in certain operational and financial metrics for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.

Previous wording

We believe the growth in Options Market ADV for the three months ended March 31, 2026 compared to the prior period of 18.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.

Current wording

We believe the growth in Options Market ADV for the three months ended June 30, 2026 compared to the prior period of 26.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.

Previous wording

We believe the increase in U.S. Equities Market ADV for the three months ended March 31, 2026 compared to the prior period of 27.3% is due to similar trends as seen in the Options Market.

Current wording

We believe the increase in U.S. Equities Market ADV for the three months ended June 30, 2026 compared to the prior period of 9.9% is due to similar trends as seen in the Options Market.

Previous wording

Our Options market share for the three months ended March 31, 2026 compared to the prior period increased to 17.3% from 16.0%. Our Options revenue per contract increased 3.8% for the three months ended March 31, 2026 compared to the prior period primarily due to changes in product mix.

Current wording

Our Options market share for the three months ended June 30, 2026 compared to the prior period decreased to 16.5% from 16.7%. Our Options revenue per contract increased 6.0% for the three months ended June 30, 2026 compared to the prior period primarily due to changes in product mix.

Previous wording

Our U.S. Equities market share for the three months ended March 31, 2026 compared to the prior period decreased to 0.9% from 1.1%. Our Equities capture at $0.005 per 100 shares was positive for the three months ended March 31, 2026 compared to $(0.020) in the prior period where liquidity payments exceeded transaction revenues. The change was due to pricing changes.

Current wording

Our U.S. Equities market share for the six months ended June 30, 2026 compared to the prior period decreased to 0.9% from 1.1%. Our Equities capture at $0.002 per 100 shares was positive for the six months ended June 30, 2026 compared to $(0.017) in the prior period where liquidity payments exceeded transaction revenues. The change was primarily due to pricing changes.

Previous wording

Futures agricultural products ADV for the three months ended March 31, 2026 compared to the prior period decreased 39.9% due to lower volatility and participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract decreased 18.3% primarily due to the introduction of a program in May 2025 to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the new MIAX Futures Onyx trading platform.

Current wording

Futures agricultural products ADV for the six months ended June 30, 2026 compared to the prior period decreased 34.2% due to lower volatility and participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract decreased 3.0% primarily due to increased incentive payments. In May 2025, the Company introduced a program to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the MIAX Futures Onyx trading platform.

Previous wording

Total revenues for the three months ended March 31, 2026 increased $42.6 million, or 13.0%, compared to the prior period primarily due to:

Current wording

Total revenues for the three months ended June 30, 2026 increased $59.8 million, or 18.3%, compared to the prior period primarily due to:

Previous wording

•$8.7 million increase in Options access fees primarily due to increases in member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.

Current wording

•$8.5 million increase in Options access fees primarily due to increases in member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.

Previous wording

•$4.8 million increase in the International segment primarily due to the TISE Acquisition in June 2025.

Current wording

•$3.5 million increase in the International segment primarily due to the TISE Acquisition in June 2025.

Previous wording

•$3.3 million increase in Options market data fees primarily due to new product offerings.

Current wording

•$2.1 million increase in Options market data fees primarily due to new product offerings.

Previous wording

The following summarizes changes in revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in thousands, except percentages):

Current wording

The following summarizes changes in revenues for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):

Previous wording

The following table presents transaction and clearing fees by operating segment for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in thousands, except percentages):

Current wording

The following table presents transaction and clearing fees by operating segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):

Previous wording

•$23.5 million reduction in Section 31 fees as the rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales.

Current wording

•$12.3 million reduction in Section 31 fees primarily due to a lower average rate. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.

Previous wording

•$1.8 million increase in Equities transaction and clearing fees excluding Section 31 revenue primarily as a result of a 29.5% increase in U.S Equities industry volume, a 4.7% increase in transaction and clearing fees excluding Section 31 fees revenue capture, partially offset by a 18.2% decrease in MIAX Pearl Equities market share.

Current wording

•$1.8 million increase due to ad-hoc historical market data sales.

Previous wording

The following summarizes changes in cost of revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in thousands, except percentages):

Current wording

The following summarizes changes in cost of revenues for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):

Previous wording

The following table presents liquidity payments by operating segment for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 (in thousands, except percentages):

Current wording

The following table presents liquidity payments by operating segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):