MIAMI INTERNATIONAL HOLDINGS, INC.

1. NATURE OF OPERATIONS

Miami International Holdings, Inc. (“MIH” or the “Company”) through its subsidiaries operates diverse markets across options, futures, and cash equities. This includes markets in U.S. options through MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire; U.S. equities through MIAX Pearl Equities (collectively, the “MIAX Exchanges”); futures and options on futures through the MIAX Futures Exchange, LLC (“MIAX Futures” formerly Minneapolis Grain Exchange) and Dorman Trading, LLC (“Dorman Trading”); and international listings through the Bermuda Stock Exchange (“BSX”) and The International Stock Exchange (“TISE”). The MIAX Exchanges, MIAX Futures and BSX are powered by the Company’s in-house built proprietary technology platform.

On January 20, 2026, the Company completed the sale of 90% of the issued and outstanding equity in LedgerX LLC (“LedgerX”) d/b/a MIAX Derivatives Exchange (“MIAXdx”) to a joint venture established by Robinhood Markets, Inc. (“Robinhood”) in partnership with Susquehanna International Group (“SIG”). MIH has retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.

On June 5, 2025, the Company acquired The International Stock Exchange Group Limited (“TISEG”), which operates TISE, an investment exchange which is regulated by the Guernsey Financial Services Commission (“GFSC”) (“TISE Acquisition”).

On August 15, 2025, the Company closed its initial public offering (the “IPO”). The Company is headquartered in Princeton, New Jersey with principal offices in Miami, Minneapolis, Chicago, Hamilton, Bermuda and St. Peter Port, Guernsey.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts and transactions of the Company and its majority owned subsidiaries. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in its audited annual consolidated financial statements for the year ended December 31, 2025.

In preparing the condensed consolidated financial statements, all significant intercompany accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all adjustments that are, in the Company’s opinion, necessary for a fair presentation of results for the interim periods presented. The Company believes these adjustments are of a normal recurring nature.

Use of Estimates

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates are based on historical experience, and other assumptions that management believes to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities.

Assumptions and estimates used in preparing the condensed consolid ated financial statements include those related to the reserve for credit losses on receivables, useful lives and impairment of fixed assets, the capitalization and estimated useful life of internally developed software, the valuation of puttable common stock and puttable warrants issued with debt, the recognition and measurement of goodwill and intangible assets, impairment of long-term investments, the valuation and recognition of share-based compensation, the discount rate used for operating leases, the recognition and measurement of current and deferred income tax assets and liabilities, and the valuation of derivative assets. Actual results could differ from these estimates and could have a material adverse effect on the Company’s condensed consolidated financial statements.

Segment Information

The Company hasfour business segments: Options, Equities, Futures and International, which is reflective of how the Company’s chief operating decision-maker (“CODM”) reviews and operates the business. See Note 18 - Segment Reporting for more information. Substantially all of the Company’s revenues and assets are attributed to or located in the United States.

Recent Accounting Pronouncements

Recent Accounting Pronouncements – Adopted by the Company

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 350-60”), which addresses the accounting and disclosure requirements for certain crypto assets. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within that year, which require the Company to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 350-60 also require the Company to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. The adoption of the standard beginning fiscal year 2025, did not have any material impact on the Company’s condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends annual income tax disclosure requirements to include disaggregated information about the Company’s effective tax rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 retrospectively beginning fiscal year 2025 and included the necessary disclosures in its annual consolidated financial statements for the year ended December 31, 2025. ASU 2023-09 did not have any impact on the Company’s financial position or results of operations. The disclosures are required on an annual basis and therefore had no impact on the Company’s interim condensed consolidated financial statements.

Recent Accounting Pronouncements - Not yet adopted by the Company

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The accounting improvements replace the development-stage-based guidance with a principles-based “probable-to-complete” capitalization threshold and clarify disclosure requirements for capitalized internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and for interim reporting periods within those annual periods, with early adoption permitted. The Company expects to adopt the update for the interim and annual financial statements issued for the year ending December 31, 2028 and is currently evaluating the impact of adopting the standard on the consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow Scope Improvements which amends and clarifies the interim disclosure requirements of ASC 270. The standard provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods. This update is effective for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on the condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements which makes improvements to the Accounting Standards Codification ("ASC") for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements.

3. BUSINESS COMBINATIONS AND DISPOSITIONS

TISE Acquisition

On June 5, 2025, the Company through one of its wholly-owned subsidiaries completed its acquisition of TISEG, an entity that provides financial markets and securities services to public and private companies through operation of an investment exchange known as TISE. TISE is regulated by the GFSC andheadquartered in Guernsey. The acquisition of TISE provides the Company access to the European and UK markets, as well as access to another vertically integrated market ecosystem.

Prior to the TISE Acquisition, the Company, through one of its wholly-owned subsidiaries owned 29.46% of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value of $25.5 million based on the purchase price. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was £51.5 million ($69.7 million).

The acquisition was accounted for as a business combination. Assets acquired totaled approximately $116.1 million, including $18.0 million of goodwill and $76.0 million of intangible assets. The goodwill generated in the acquisition isnot tax deductible. Total liabilities assumed amounted to approximately $20.9 million.

For thethree and six months ended June 30, 2025, the Company incurred acquisition costs of $2.2 million and$2.9 million, respectively. These costs included legal and other professional services directly related to the acquisition of TISE and were recognized in acquisition-related costs in the Company's condensed consolidated statements of operations.

Disposition of MIAXdx

On November 25, 2025, M 7 Holdings, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell 90% of the issued and outstanding equity of MIAXdx to a joint venture established by Robinhood in partnership with SIG. The Company has retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC (“Rothera”) (such transaction, the “MIAXdx Transaction”). The sale of MIAXdx closed on January 20, 2026. See Note 6 - Investments for further details on the Company’s equity interest in Rothera.

The total assets of $41.0 million and total liabilities of $2.8 million of MIAXdx were segregated and presented separately as assets held for sale and liabilities held for sale, respectively, in the condensed consolidated balance sheet as of December 31, 2025. The assets held for sale were recorded at their carrying value as it was lower than the estimated fair value less cost to sell.

In connection with the sale of MIAXdx, the Company received cash consideration of $59.9 million, net of cash and cash equivalents sold, and recognized a gain of $50.6 million in the condensed consolidated statement of operations for the six months ended June 30, 2026.

4. REVENUE RECOGNITION

The Company primarily generates revenues by assessing fees to its member firms for the services it renders, which include providing access to its exchanges, enabling transaction-based trading on its exchanges, and providing access to various market data. Revenue for the Company’s services are recognized as control of the services are transferred to the customer. The amount recognized is the amount that reflects the consideration the Company expects to be entitled to in exchange for its services.

The Company determines the transaction price at the outset of the arrangement based on the contractual and payment terms associated with the transaction. The typical term for the Company’s contracts with customers ranges from the time it takes to complete a single transaction to one month, depending on the service being provided. Customers are usually billed each month in arrears with standard payment terms, although the Company does occasionally bill customers in advance. Fees associated with each contract are fixed within the month in which the service is provided. The Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service that is distinct — i.e., if such service is separately identifiable and if a customer can benefit from it on its own or with other resources that are readily available to the customer.

Transaction and clearing fees: Transaction fees represent fees the Company charges to its exchange member firms, as customers, for the performance obligation of executing a trade on the Company’s exchanges and comprise the majority of the Company’s revenues. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis in accordance with the Company’s published fee schedules. Transaction fees also include Dorman Trading’s sales and brokerage commissions generated by customers’ trading activity on options and futures. Commission revenue is reported on a gross basis as the Company is responsible for the execution of the customers’ purchases and sales and maintaining relationships with exchanges. Transaction fees are recognized across all operating segments and are recorded as transactions occur on a trade-date basis.

Clearing fees, which include settlement fees, are charged by the Company for transactions cleared by MIAX Futures, Dorman Trading and BSX. Clearing fees can be variable based on cleared volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded and billed on a monthly basis in accordance with the Company’s published fee schedules. Clearing fees that are passed through to the customers’ accounts are reported gross on the Company’s condensed consolidated statements of operations as the Company maintains control over the clearing and execution services provided, maintains relationships with the exchanges or clearing brokers, and has ultimate discretion in whether the fees are passed through to the customers and the rates at which they are passed through. Clearing fees are recognized in the Futures segment for MIAX Futures and Dorman Trading and in the International segment for BSX and are recorded as transactions are cleared.

Tiered discounts are offered to customers based on the amount of trades that are executed on the Company’s exchanges. As these are volume driven, they reduce the transaction price and are recorded net within transaction fees on the condensed consolidated statements of operations. Liquidity payments paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as liquidity payments, which are classified within cost of revenue in the condensed consolidated statements of operations.

Transaction and clearing fees also result in regulatory fees. Regulatory fees include the options regulatory fee (“ORF”) and Section 31 fees. ORF is in place to fund the Company’s regulatory oversight function of the exchange marketplace and is determined based on the number of customer contracts and cannot be used for non-regulatory purposes. Section 31 fees are transaction fees charged by the SEC to the exchanges. The Section 31 fees charged to customers are based on the fee set by the SEC per notional value of transactions executed on the Company’s securities markets and are calculated and billed monthly. The Section 31 fees collected by the Company are ultimately payable to the SEC and are therefore classified within cost of revenue in the condensed consolidated statements of operations. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment with the fee reverting to a new rate once legislation for fiscal year 2026 appropriation was enacted. 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.

Access fees: Access fees include fees assessed for allowing customers, which include exchange member firms and non-member firms, to connect their networks to one of the Company’s exchanges or to an external exchange for a specified period of time. Fees for these services are assessed to customers for the opportunity to trade as member firms, or in the case of non-member firms to provide these services to member firms and use other related functions of the exchanges. Access fees are billed monthly in accordance with the Company’s published fee schedules and recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments.

Market data fees: Market data fees include making market data available to customers either through direct subscriptions, through third party platforms or through the Company’s participation in the Consolidated Tape Association (“CTA”) Plan, the Unlisted Trading Privileges (“UTP”) Plan, and the Consolidated Quotation System (“CQS”) Plan and the Options Price Regulatory (“OPRA”) Plan (collectively the “U.S. Tape Plans”). Market data revenue includes distributions from the U.S. Tape Plans, which is distributed based upon each individual exchange’s market share of U.S. volume, trades, and/or quotes. Market data revenue also includes market data revenue earned from the sale of proprietary market data directly to the customer on a subscription or ad-hoc basis or from third parties where the Company is the principal in the transaction. Market data revenue is recognized in the period the data is provided. U.S. Tape Plan market data is recognized in the Options and Equities segments. Proprietary market data fees are recognized across all operating segments.

Other revenue: Other revenue primarily includes initial and annual listing fees from TISE, MIAX Futures and BSX listings, member fines, office rental income and interest income from MIAX Futures and Dorman Trading clearing operations. Initial listing fees are billed upfront and recognized as revenue when the performance obligations are satisfied upon the listing becoming effective, which occurs shortly after the contract execution. Annual listing fees are recognized on a straight-line basis over the period to which the fee relates. Member fines are not available for general corporate purposes and can only be used to offset the cost of the MIAX Exchange’s regulatory operations.

Consideration payable to a customer: As discussed in the transaction and clearing fees section above, liquidity payments are accounted for as consideration payable to a customer and are recorded separately as liquidity payments within cost of revenues in the condensed consolidated statements of operations in the period in which the payment is earned by the customer and the payment is provided. In certain instances, including for new segments and proprietary products, liquidity payments may exceed transaction fees resulting in inverted pricing. The Company considers liquidity payments to be a distinct transaction. The Company believes that providing (or removing) liquidity is a distinct service that is provided by customers, as the Company benefits from having an enhanced liquidity pool available on its markets, and that it is separately identifiable given its separation on the published fee schedules. The Company believes that the enhanced liquidity pool attracts order flow and promotes order execution on the Company’s trading platforms. Through enhanced order flow, and therefore higher market share, the Company also earns additional market data fees and access fees.

The following table summarizes revenue disaggregated by the Company’s Options, Equities, Futures and International segments and the Corporate and Other unit (in thousands):

Deferred transaction revenue consists of prepaid transaction and non-transaction fees which are recognized as revenue when earned. During the six months ended June 30, 2026, the Company received prepaid fees of $11.7 million and recognized deferred transaction revenue of $12.6 million. During the six months ended June 30, 2025, the Company received prepaid fees of $4.0 million and recorded $6.4 million as part of the TISE Acquisition and recognized deferred transaction revenue of $3.0 million.

Concentration of revenue: For the three months ended June 30, 2026, the Company derived $166.6 million of the $387.6 million in total revenue from three customers, with such customers accounting for 16%,15% and 12% of the Company’s total revenue. For the six months ended June 30, 2026, the Company derived $333.3 million of the $757.3 million in total revenue from three customers, with such customers accounting for 16%,16% and 12% of the Company’s total revenue.

For the three months ended June 30, 2025, the Company derived $149.7 million of the $327.8 million in total revenue from three customers, with such customers accounting for 20%,14% and 11% of the Company’s total revenue. For the six months ended June 30, 2025, the Company derived $293.3 million of the $654.9 million in total revenue from three customers, with such customers accounting for 19%,14% and 12% of the Company’s total revenue.

Revenues from transactions with the top three customers for the three and six months ended June 30, 2026 and 2025 are reported primarily within the Options segment. No customer is contractually or otherwise obligated to continue to use the Company’s services. The loss of, or a significant reduction of, participation by these customers may have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.

5. RECEIVABLE FROM BROKER-DEALERS, FUTURES COMMISSION MERCHANTS AND CLEARING ORGANIZATIONS

Receivable from and payable tobroker-dealers, futures commission merchants and clearing organizations are as follows (in thousands):

6. INVESTMENTS

From time to time the Company makes investments in entities of strategic relevance. These investments primarily consist of illiquid and non-controlling positions in entities with no readily determinable fair value, which are carried at cost less any impairment and are adjusted for observable price changes from orderly transactions for identical or similar securities. As of June 30, 2026 and December 31, 2025, the carrying amount of investments made by the Company was$28.9 million and$19.2 million, respectively.

On November 25, 2025, M 7 Holdings, LLC, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell 90% of the issued and outstanding equity of MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. The Company retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera for a carrying value of $10.0 million. The MIAXdx Transaction closed on January 20, 2026. At any time during thethree-year period following the closing date, the Company has the right to sell to the buyer all, but not less than all, of its retained equity interest at a predetermined valuation. During the same three-year period, the buyer has the right to acquire 50% of the Company’s retained equity interest at a separately predetermined valuation. See Note 3 - Business Combinations and Dispositions.

7. FIXED ASSETS AND INTERNALLY DEVELOPED SOFTWARE, NET

Fixed assets and internally developed software, net consisted of the following (in thousands):

Depreciation and amortization expense for fixed assets and internally developed software for thethree and six months ended June 30, 2026 was $8.5 million and$16.1 million, respectively, and for thethree and six months ended June 30, 2025 was$6.7 million and$12.7 million, respectively.

During the second quarter of 2025, the Company recognized an impairment charge of$0.7 million to building and improvements which was included in general, administrative, and other within operating expenses in the condensed consolidated statement of operations and reported under the Corporate and Other unit (see Note 18 - Segment Reporting). There wasno impairment to fixed assets during the six months ended June 30, 2026.

8. OTHER ASSETS, NET

The following table presents the components of other assets (in thousands):

The notes receivable relates to the Consolidated Audit Trail (“CAT”), which involves the creation of an audit trail to enhance regulators’ ability to monitor trading activities in the U.S. markets through a phased implementation. The funding for the development and operation of the CAT was provided by the Self-Regulatory Organizations (“SROs”), which include the Company’s exchanges and by broker-dealers in exchange for promissory notes, a portion of which are expected to be repaid by Consolidated Audit Trail, LLC (“CAT LLC”).

In 2016, the SEC approved a plan to establish CAT to improve regulators’ ability to monitor trading activity. Each of the MIAX Exchanges is a participant in the CAT NMS Plan, which governs the collection, consolidation, and retention of all information reported to CAT pursuant to Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 613 for securities listed on the MIAX Exchanges. In 2018, the first phase of CAT went live and required SRO participants to begin reporting to the CAT. The SRO participants jointly own a limited liability company, CAT LLC, which conducts the activities of the CAT. Implementation and operation of the CAT has resulted in significant expenditures by the MIAX Exchanges.

On September 6, 2023, the SEC approved a revised funding model (“2023 Funding Order”), called the “Executed Share Model,” for the SRO participants and the industry to share CAT costs. The Executed Share Model established a framework that SRO plan participants may use to recover the costs to create, develop, and maintain the CAT, as well as a method for allocating CAT costs among the SRO participants and the industry. Prior to the effectiveness of the Executed Share Model, funding was provided solely by the SROs, partly in exchange for promissory notes.

Under the Executed Share Model, the SRO participants were able to submit filings pursuant to Section 19(b) of the Exchange Act to impose fees on the industry members. Details of the fees, including the budgeted prospective CAT costs and certain of the costs previously covered entirely by the SRO participants, were required to be provided in those Section 19(b) filings. On October 17, 2023, the 2023 Funding Order was challenged in the 11th Circuit U.S. Court of Appeals (“11th Circuit”).

In August 2024, the SRO participants submitted filings with the SEC to recoup certain historical CAT costs incurred prior to January 1, 2022, and prospective CAT costs from July 26, 2024, through December 31, 2024. In December 2024, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from January 1, 2025, through June 30, 2025. In June 2025, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from July 1, 2025, through December 31, 2025. On July 25, 2025, the 11th Circuit issued an opinion that the Executed Share Model is arbitrary and in violation of the Administrative Procedures Act. The 11th Circuit thus vacated the 2023 Funding Order, stayed the decision for sixty days after issuance of the mandate, and remanded the matter to the SEC for further proceedings consistent with their opinion.

On September 5, 2025, CAT LLC filed with the SEC a proposed amendment to implement a revised funding model (the “Amendment”). On November 21, 2025, the SEC issued an order instituting proceedings to determine whether to approve or disapprove the Amendment. On March 16, 2026, the SEC approved the proposed revised funding model addressing the 11th Circuit’s concerns and limited the funding model’s operation to two years while the SEC conducts a comprehensive review of the CAT. The SEC’s approval order also requires that historical costs must be recouped over a period of two to five years. That means historical costs cannot be fully recouped if the collection period is shortened beyond the approval order’s two-year limitation. The SRO participants submitted rule filings to the SEC on behalf of CAT LLC to begin collecting fees from industry members beginning with transactions occurring as of May 1, 2026 to recoup historical costs and to cover prospective costs.

On March 25, 2026, petitioners American Securities Association and Citadel Securities LLC filed a new petition for review in the 11th Circuit of the SEC’s approval of the CAT’s revised funding model, which included a motion to stay on the CAT fees. On July 14, 2026, the 11th Circuit denied petitioners’ motion to stay, enabling the SROs, including the MIAX Exchanges, to continue charging both historical and prospective CAT fees while the litigation is pending. If the new petition is successful, the MIAX Exchanges could be required to stop charging both historical and prospective CAT fees. As a result, the SROs, including the MIAX Exchanges, may continue to incur significant costs and not be reimbursed for prospective and historical CAT costs.

On September 30, 2025, the SEC issued an order allowing the SRO participants to reduce CAT operating costs while retaining the CAT’s core regulatory functionality. On December 18, 2025, CAT LLC filed with the SEC a proposed amendment to further reduce CAT operating costs. On March 27, 2026, the SEC approved this proposed amendment.

On April 16, 2024, certain plaintiffs petitioned the United States District Court for the Western District of Texas Waco Division to completely shut down CAT based on constitutional grounds (“Waco Case”). The Waco Case was stayed until January 15, 2026. On January 15, 2026, certain of the defendants motioned the court to continue the stay until July 2026, which plaintiffs oppose. The Waco Case is still pending, and may result in the CAT SRO participants being unable to recoup any CAT costs, as well as incurring addition costs related to CAT.

The following table presents the change in the notes receivable, net of allowance for the notes receivable for thesix months ended June 30, 2026 (in thousands):

The allowance for notes receivable associated with CAT is calculated primarily based on the structure of the notes and potential outcomes under the CAT funding model.

The following represents the change in allowance for notes receivable for thesix months ended June 30, 2026 (in thousands):

9. ACCOUNTS PAYABLE AND OTHER LIABILITIES

The following table presents the components of accounts payable and other liabilities (in thousands):

10. DEBT OBLIGATIONS

The carrying value of the Company’s outstanding debt consisted of the following (in thousands, except for interest rate):

2029 Senior Secured Term Loan

In August 2024, the Company entered into a $100 million senior secured term loan (the “2029 Senior Secured Term Loan”), which bore interest at 12.90% per annum and was scheduled to mature in August 2029. In June 2025, the Company entered into an amendment to obtain an additional $40 million incremental term loan on substantially similar terms.

In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with exercise prices equal to $7.15 and $8.55 per share, respectively. The warrants had an associated put right in which the lenders had the right to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right terminated upon the completion of the Company’s IPO in August 2025.

Prior to the IPO, the puttable warrants were classified as a liability and remeasured at fair value each reporting period, with any change in the fair value recognized as a component of non-operating income (expense) in the condensed consolidated statements of operations. Upon completion of the IPO, the puttable warrant liability was reclassified to equity.

On August 18, 2025, the Company used proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan, including the incremental term loan, for total consideration of $178.4 million, which included accrued interest and a prepayment premium. The Company recorded a loss on debt extinguishment of $107.7 million during the year ended December 31, 2025.

In December 2025, in connection with a secondary offering completed by the Company, the lenders exercised an aggregate of 3,690,079 warrants on a cashless basis, resulting in the issuance of 3,065,826 shares of the Company’s common stock. During the first quarter of 2026, the lenders exercised the remaining outstanding warrants.

The Company recognized $4.6 million and $8.8 million of interest expense related to the 2029 Senior Secured Term Loan during the three and six months ended June 30, 2025, respectively, including $1.2 million and $2.1 million related to the accretion of the debt discounts and deferred financing costs, respectively.

Convertible loans

During the year ended December 31, 2020, the Company issued a 9.5% convertible loan for $5.0 million to an existing stockholder duefive years from the date of issuance. Interest was payable quarterly and the loan was convertible into the Company’s common stock at the option of the holder at a price of $16.00 per share. In December 2025, the lender converted the entire $5.0 million of outstanding principal into 312,500 shares of common stock at a conversion price of $16.00 per share. The total accrued and unpaid interest was $0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. The Company recognized interest expense amounting to $0.2 million and $0.4 million related to the convertible loans for the three and six months ended June 30, 2025, respectively.

Notes Payable

In December 2023, the Company issued a $1.5 million promissory note at an interest rate of 8% to an existing stockholder duethree years from the date of issuance. Interest is payable on a semi-annual basis in cash or shares of the

Company’s common stock at the price of $20.50 per share at the option of the holder. The Company issued 7,408 warrants to purchase common stock at an exercise price of $20.50 per share to the lender. The fair value of the warrants issued was immaterial, which was recorded as debt discount and is being amortized over the term of the loan. Interest expense and the amortization of debt discount was immaterial both thethree and six months ended June 30, 2026 and 2025.

The future expected loan repayment related to the senior secured term loan, notes payable and convertible loans as of June 30, 2026 are as follows (in thousands):

Interest expense recognized on the senior secured term loans, convertible loans and notes payable, included in interest expense and amortization of debt issuance cost in the condensed consolidated statements of operations, for thesix months ended June 30, 2026 and 2025 is as follows (in thousands):

Lines of Credit

As of June 30, 2026, MIAX Futures maintains a secured line of credit with a bank for $40 million which will expire on July 27, 2027. The secured line of credit carries an interest at the bank’s prime rate of 6.75% as of both June 30, 2026 and December 31, 2025, and an annual commitment fee of 0.25% through July 2026. At June 30, 2026 and December 31, 2025, there wereno amounts outstanding on the secured line of credit. As of December 31, 2025, MIAX Futures maintainedtwo unsecured revolving lines of credit with a bank, one for $6.0 million and another for $4.0 million. These unsecured revolving lines of credit were terminated in the second quarter of 2026.

No interest expense was incurred related to the above lines of credit for the six months ended June 30, 2026 and 2025. MIAX Futures is required to maintain certain financial minimums and restrictions. MIAX Futures complied with all such covenants as of June 30, 2026.

As of June 30, 2026, Dorman Trading maintained an unsecured revolving line of credit for $10.0 million at an interest rate equal to the bank’s prime rate. If the loans are not repaid when due, the interest rate would be determined by adding 3.0% to the prime rate. There wasno amount outstanding as of June 30, 2026 and December 31, 2025 and Dorman Trading didnot incur any interest expense during the six months ended June 30, 2026 and 2025.

11. GOODWILL, INTANGIBLE ASSETS, DERIVATIVES AND DIGITAL ASSETS

The following table presents the details of goodwill by segment (in thousands):

The following table presents the details of the carrying value of intangible assets by segment (in thousands):

The following table presents the gross carrying value and accumulated amortization for intangible assets (in thousands):

The Company recorded amortization expense of $0.4 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $0.7 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. The estimated future amortization expense of the intangible assets is as follows (in thousands):

In 2021, BSX entered into agreements with a wholly owned subsidiary of Pyth Data Foundation (“Pyth”) to provide certain data to the Pyth Network in exchange for 500 million Pyth tokens. These tokens were locked, restricted from trading and subject to afour-year unlocking schedule commencing on May 20, 2024. 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. Accordingly, the locked Pyth tokens represent rights to receive crypto tokens.

Upon becoming entitled to receive crypto tokens, BSX evaluates whether such rights contain an embedded feature that meets the definition of a derivative under Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. This assessment is performed at each reporting date based on facts and circumstances then existing.

Prior to the development of an active market for Pyth tokens during the second quarter of 2024, BSX concluded that the rights to receive Pyth tokens did not meet the definition of a derivative because there was no market mechanism to net settle the contracts. Following the establishment of an active market, BSX concluded that the rights to receive Pyth tokens contained embedded derivatives that require separate accounting under ASC 815. The embedded derivatives are measured at fair value at each reporting date and presented as derivative assets in the condensed consolidated balance sheets. Changes in fair value are recognized within non-operating (expense) income in the condensed consolidated statements of operations.

On May 20, 2024, the initial 125 million unlocked Pyth tokens were received by BSX and were sold nearly immediately for $52.6 million.

On May 20, 2025, the second tranche of the 125 million right to receive Pyth tokens were unlocked by the Pyth Network. Upon unlocking, these Pyth tokens were derecognized as derivative assets and subsequently recognized as intangible asset measured at fair value. Shortly thereafter, BSX sold the entire tranche for net proceeds of $16.2 million and recognized a loss on sale of $2.1 million, representing the difference between the carrying value of the related intangible asset and the net proceeds received. The loss on sale of intangible asset was recorded in non-operating (expense) income on the condensed consolidated statement of operations.

On May 20, 2026, an additional 125 million Pyth tokens were unlocked and distributed to BSX in accordance with the unlocking schedule. Upon distribution, the related derivative assets were derecognized and the tokens were recognized as digital assets accounted for as intangible assets measured at fair value in accordance with ASC 350-60, Intangibles –Goodwill and Other – Accounting for and Disclosure of Crypto Assets. Subsequent changes in fair value are 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 change in fair value of the digital assets resulted in an unrealized loss of $0.5 million during the three and six months ended June 30, 2026, which was included in unrealized loss on derivative and digital assets within non-operating (expense) income on the condensed consolidated statements of operations.

The remaining 125 million locked Pyth tokens as of June 30, 2026 are expected to be distributed by the Pyth Network upon unlockingon May 20, 2027. In addition, the Company received 1.2 million locked reward Pyth tokens that are scheduled to unlock at various dates during the remainder of 2026 through 2028.

As of June 30, 2026 and December 31, 2025, the aggregate fair value of derivative assets related to the remaining locked Pyth tokens was $3.8 million and $11.1 million, respectively. Derivative assets are classified as current or noncurrent in the condensed consolidated balance sheets based on the expected timing of the unlocking of the related Pyth tokens. Changes in the fair value of the derivative assets resulted in an unrealized gain of $0.2 million and an unrealized loss of $4.6 million during the three months ended June 30, 2026 and 2025, respectively, and an unrealized loss of $2.4 million and an unrealized loss of $47.0 million during the six months ended June 30, 2026 and 2025, respectively. These changes in fair value are included in unrealized loss on derivative and digital assets within non-operating (expense) income on the condensed consolidated statements of operations.

12. EMPLOYEE BENEFIT PLAN

The Company maintains a voluntary defined contribution 401(k) plan in which employees may contribute up to 100% of their salary and bonus, subject to statutory maximum contribution amounts. The Company matches 50% of the first 6% of employee contributions. The expense relating to the matching contribution was $0.4 million and $1.2 million for thethree and six months ended June 30, 2026, respectively, and$0.3 million and$0.9 million for the three and six months ended June 30, 2025, respectively.

13. CLEARING HOUSE PERFORMANCE BONDS AND GUARANTEE FUNDS

Clearing members involved in clearing commodity futures and options are required to provide margin and security deposits with the clearing house as performance bonds and guarantee funds in order to meet their financial obligations and as protection against potential losses or default. MIAX Futures policy allows clearing members to deposit cash or U.S. Treasury Bills in order to satisfy the required margin and security deposits.

As of June 30, 2026 and December 31, 2025, the Company had performance bonds and guarantee funds totaling $393.8 million and $305.7 million respectively, as summarized below (in thousands):

1. The U.S. Treasury Bills are not reflected in the condensed consolidated balance sheets, as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge.

MIAX Futures is required, under the Commodity Exchange Act, to segregate cash and securities deposited by clearing members on behalf of their customers. Exchange rules require a segregation of all funds deposited by clearing members from operating funds. The amount of cash and securities deposited may fluctuate significantly over time due to the quantity of open MIAX Futures positions, margin and security requirements, investment choices by clearing members, and market valuations of securities.

Cash deposited as performance bonds and guarantee funds is included on the condensed consolidated balance sheets because the cash is deposited in MIAX Futures controlled bank accounts. MIAX Futures at its discretion, may distribute interest earned on the cash balances that are posted for margin and security deposits. MIAX Futures distributed interest amounting to $0.3 million and $0.5 million for the three and six months ended June 30, 2026, respectively, and $0.4 million and $0.6 million for the three and six months ended June 30, 2025, respectively, which is reflected within other cost of revenues in the condensed consolidated statements of operations. U.S. Treasury Bills deposited by the clearing members are not reflected on the condensed consolidated balance sheets as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge, and MIAX Futures does not earn interest on them. These U.S. Treasury Bills are held at a nominee account in MIAX Futures’ name for the benefit of the clearing members and are immediately accessible by MIAX Futures in the event of a default.

14. FAIR VALUE MEASUREMENT

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):

1 These amounts are reflected within other current assets in the condensed consolidated balance sheets.

2 These amounts are included in other assets, net in the condensed consolidated balance sheet.

Equity securities and digital assets that trade in active markets and are valued using quoted market prices with reasonable levels of price transparency are classified within Level 1 of the fair value hierarchy.

As disclosed in Note 11, during 2023, BSX received 500 million Pyth tokens, of which 125 million and 250 million remained locked as of June 30, 2026 and December 31, 2025, respectively. Locked Pyth tokens are accounted for as embedded derivatives recognized at fair value. In estimating the fair value of the right to receive Pyth tokens which are classified under Level 2, the Company applied a discount for lack of marketability using option pricing models utilizing observable inputs which include comparable tokens and their volatility.

Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

The Company invests in securities without readily determinable fair values in which the carrying value was $28.9 million and $19.2 million as of June 30, 2026 and December 31, 2025, respectively. There wereno impairments or adjustments to the carrying value of the investments without readily determinable fair values during the three andsix months ended June 30, 2026 and 2025.

The Company’s long-lived assets, including fixed assets, goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. Fair value of these assets is estimated using primarily unobservable inputs. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.

The Company assesses fair value of goodwill at the reporting unit level annually as of October 1, or more frequently if there is a triggering event. The Company may use both qualitative and quantitative approaches when testing goodwill and indefinite-lived intangible assets for impairment.

As of October 1, 2025, the Company performed a qualitative impairment assessment of its goodwill and indefinite-lived intangible assets. In performing the assessment, the Company considered relevant events and circumstances, including macroeconomic conditions, industry and market trends, overall financial performance, changes in key assumptions, and other entity-specific factors. Based on this qualitative assessment, the Company concluded that it was not more likely than not that the fair value of any reporting unit or indefinite-lived intangible asset was less than its carrying amount. Accordingly, no quantitative impairment testing was performed andno impairment charges were recorded in 2025. In addition, no impairment charges were recognized during the three and six months ended June 30, 2026.

When the quantitative approach is used, the fair value of a reporting unit is determined utilizing a combination of an income approach (i.e. discounted cash flow) and a market approach, and compared to its carrying value. Internal operational budgets and long-range strategic plans are used as a basis for the discounted cash flow analysis. The Company also utilizes assumptions for working capital, capital expenditures, and terminal growth rates. When the quantitative approach is used, the fair value of indefinite-lived intangibles, which consist of exchange licenses, is determined by estimating the future cash flows and discounting the net cash flows back to their present values or using a market approach, as appropriate.

Fair Value of Assets and Liabilities

The Company’s debt obligations are comprised of notes payable which is presented at carrying value on the Company’s condensed consolidated balance sheets. The carrying values and fair values of the Company’s debt obligations are as follows (in thousands):

15. COMMITMENTS AND CONTINGENCIES

Purchase Commitments

The Company from time to time enters into long term agreements with vendors to provide certain services. As of June 30, 2026, the outstanding commitment was $14.6 million, of which $1.7 million is payable in 2026, $3.2 million in 2027, $3.0 million in 2028, $1.8 million in 2029, $1.6 million in 2030 and $3.3 million in 2031 and beyond.

MIAX Futures Guaranty Fund

In the event of default by a clearing member, MIAX Futures would first apply assets of the defaulting clearing member to satisfy its payment obligation. These assets include the defaulting member’s security deposits, margins, performance bonds and any other available assets. Thereafter, if a loss remains, MIAX Futures would use funds of the MIAX Futures clearing house reserve fund, security deposits of non-defaulting clearing members, and in certain instances, surplus funds of MIAX Futures, in the order of priority listed by rules, with each source of funds to be completely exhausted, to the extent practical, before the next source is applied.

MIAX Futures is a Designated Contract Market (“DCM”) and a Derivatives Clearing Organization (“DCO”) that operate under the regulatory oversight of the Commodity Futures Trading Commission (“CFTC”). As such, MIAX Futures is required to maintain financial resources to cover its projected operating costs for a period of at least one year. The financial resources must include unencumbered, liquid financial assets which may include a committed line of credit or similar facility equal to at least six months of its projected operating costs. At June 30, 2026, MIAX Futures was in compliance with all DCM and DCO financial requirements.

Derivative Contracts

Certain derivative contracts that the Company has entered into meet the accounting definition of a guarantee under ASC 460. Derivatives that meet the ASC 460 definition of guarantees include futures contracts and written options. The maximum potential payout for these derivative contracts cannot be estimated as increases in interest rates, foreign exchange rates, securities prices, commodities prices and indices in the future could possibly be unlimited.

The Company records all derivative contracts at fair value. For this reason, the Company does not monitor its risk exposure to derivatives contracts based on derivative notional amounts; rather the Company manages its risk exposure on a fair value basis. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The Company believes that market risk is substantially diminished when all financial instruments are aggregated.

Dorman Trading Member Guarantees

Dorman Trading is a member of various exchanges that trade and clear futures contracts. Dorman Trading may be required to pay a proportionate share of the financial obligations of another member who may default on its obligation to the exchange in accordance with the rules of the applicable exchange of which Dorman Trading is a member. Although the rules governing different exchange memberships vary, in general Dorman Trading’s guarantee obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the exchange. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the condensed consolidated financial statements for these agreements. The Company believes that any potential requirement to make payments under these agreements is remote.

Dorman Trading Minimum Capital Requirements

The Company’s subsidiary, Dorman Trading, as a futures commission merchant is subject to CFTC minimum capital requirements of the CFTC Regulation 1.17 (“Regulation 1.17”). Dorman Trading is required to maintain “net capital” equivalent to the greater of $1,000,000 or the sum of 8% of the customer risk maintenance margin requirement plus 8% of the non-customer risk maintenance margin requirement, as these terms are defined. In addition, Dorman Trading is subject to the minimum capital requirements of the exchanges on which Dorman Trading does business.

At June 30, 2026 and December 31, 2025, Dorman Trading had adjusted net capital of $25.9 million and $27.7 million, respectively. Under Regulation 1.17, the net capital requirement at June 30, 2026 and December 31, 2025 was $5.7 million and $4.5 million, respectively. Additionally, as of June 30, 2026 and December 31, 2025, Dorman Trading was in compliance with the minimum capital requirements of the exchanges in which Dorman Trading operates. The net capital rule may effectively restrict member withdrawals and the repayment of subordinated loans.

Claims and Litigation

Nasdaq

On September 1, 2017, Nasdaq, Inc., together with its subsidiaries Nasdaq ISE, LLC and FTEN, Inc. (together, “Nasdaq”), filed an action against the Company and certain of its subsidiaries in the U.S. District Court for the District of New Jersey (the “Court”) alleging infringement ofseven patents and trade secret misappropriation relating to electronic trading technology and platforms. The Company subsequently filed seven petitions before the Patent Trial and Appeal Board (“PTAB”) at the United States Patent and Trademark Office (“USPTO”) challenging the validity of Nasdaq’s asserted patents. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. The Court dismissed with prejudiceone of the asserted patents from the Court action, and the Company withdrew its petition at the PTAB with respect to that patent. All claims asserted by Nasdaq against the Company under the remainingsix patents at issue were invalidated by the PTAB in 2019 (the “PTAB Final Written Decisions”). On June 7, 2022, the USPTO Director denied Nasdaq’s request for Director review of the PTAB Final Written Decisions.

On August 31, 2021, the Company filed an Answer and Counterclaims in the Court (the “Company’s Answer”). The Company’s Answer included denials of infringement and trade secret misappropriation and counterclaims by the Company, including claims against Nasdaq for antitrust violations, patent misuse, sham litigation, and fraud on the USPTO in procuring the asserted patents. The Company requested attorneys’ fees and costs and such other relief as the Court may find to be just and proper. On June 21, 2022, Nasdaq waived its right to appeal the PTAB’s Final Written Decisions, Nasdaq’s patent infringement claims were dismissed with prejudice, and the stay in the Court matter was lifted. The Company filed an Amended Answer and Counterclaims on August 5, 2022. The Amended Counterclaims added claims of fraud on the patent office and Lanham Act violations. On July 25, 2023, the Court denied a motion by the Company to dismiss Nasdaq’s remaining trade secret claims and also denied a motion by Nasdaq to dismiss the Company’s counterclaims. The Court granted Nasdaq’s motion to stay and bifurcate the Company’s counterclaims.

On September 29, 2025, the Court denied Nasdaq’s and the Company’s respective motions for summary judgment, as well as the parties’ motions to exclude certain experts. The Court granted Nasdaq’s motion to bifurcate the Company’s equitable defenses. Subsequently, the Court directed the parties to re-initiate discovery on the Company’s counterclaims. The Court indicated that it intended to preside over one trial with two phases, the first phase addressing Nasdaq’s trade secret claims, followed by a second phase in which the Company would present its counterclaims. The claims and counterclaims are referred hereto as the “Litigation”).

Discovery on the Company’s counterclaims was scheduled to end on July 13, 2026. The parties were engaged in discovery and depositions throughout May and June 2026, and also participated in settlement discussions in early to mid-June 2026. On June 15, 2026, the parties informed the Court that they had reached an agreement in principle with regard to settlement and asked the Court to stay counterclaim discovery for 45 days to allow the parties to finalize a settlement agreement, which request the Court granted on the same day. Subsequently, the parties resolved all claims and counterclaims against each other that have been or could have been asserted in the Litigation. On July 20, 2026, the Court entered an Order of Dismissal With Prejudice that dismissed all claims for relief and counterclaims asserted in the Litigation. As of June 30, 2026, the Company determined that a loss related to the Litigation was probable and was reasonably estimable. Accordingly, the Company recorded an accrued liability of $30.0 million within accounts payable and other liabilities in the condensed consolidated balance sheet as of June 30, 2026, with a corresponding charge to litigation settlement expense in the condensed consolidated statements of operations for the three and six months ended June 30, 2026. The Company paid the settlement liability of $30.0 million on July 20, 2026.

Each party released and discharged the other party from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, and liabilities of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, that the releasing party ever had, now have, or may hereafter have against any the released party, based on or arising from conduct occurring on or before July 16, 2026 (the “Effective Date”), where such released claims have been brought or could have been brought in the Litigation. The claims by Nasdaq against the Company that were released include, without limitation, any and all claims through the Effective Date that the Company and any affiliate of the Company has misappropriated, or is utilizing or has utilized, any technology, patents, confidential information, trade secrets, or other allegedly proprietary intellectual property of Nasdaq.

The Company remains free to operate its business without any license or consent being required from Nasdaq with respect to all matters asserted by Nasdaq in the Litigation, and the Company may freely operate or modify existing exchanges and trading platforms, create and operate new exchanges and trading platforms, and license, commercialize, improve, utilize, implement, and sell any technology, without ever being subject to a claim that such activity infringes any rights of Nasdaq that were asserted in the Litigation.

General

As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO and DCM under the jurisdiction of the CFTC, and as registered exchanges under the jurisdictions of the Bermuda Monetary Authority (“BMA”) and GFSC, each of the MIAX Exchanges, MIAX Futures, BSX and TISE are subject to routine reviews and inspections by the SEC, CFTC, BMA and GFSC, respectively and as applicable. Dorman Trading, as a registered Futures Commission Merchant (“FCM”), is regulated by the CFTC and is subject to routine reviews and inspections by the CFTC and National Futures Association (“NFA”). Management does not believe that the outcome of any of these reviews or inspections will have a material impact on the condensed consolidated financial position, results of operations or cash flows of the Company.

In the normal course of its business, the Company is exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the condensed consolidated financial position, results of operations or cash flows of the Company.

16. EQUITY

Common Stock

At June 30, 2026 and December 31, 2025, the Company was authorized to issue up to 400,000,000 shares of voting common stock, $0.001 par value per share and 200,000,000 shares of nonvoting common stock, $0.001 par value per share. As of June 30, 2026,99,213,601 and 98,610,560 shares of common stock were issued and outstanding, respectively. As of December 31, 2025,85,890,086 and 85,536,287 shares of common stock were issued and outstanding, respectively. There wereno issued or outstanding shares of nonvoting common stock as of June 30, 2026 and December 31, 2025.

The Company’s amended and restated certificate of incorporation contains certain voting and ownership limitations and transfer restrictions that will remain in place for as long as the Company controls a registered U.S. national securities exchange. Specifically, the Company’s amended and restated certificate of incorporation prohibits (i) any person from owning greater than 40% of any class of the Company’s capital stock, (ii) exchange members from owning greater than 20% of any class of the Company’s capital stock and (iii) all persons from voting shares representing more than 20% of the voting power of the Company’s then issued and outstanding capital stock either alone or together with any related persons, in each case subject to certain conditions and exceptions, including the waiver by the board of directors (except with respect to exchange members). Subject to the foregoing limitations, holders of common stock are entitled toone vote per share.

Immediately prior to the completion of the Company’s IPO in August 2025, all of the then issued and outstanding shares of the Company’s nonvoting common stock and Series B convertible preferred stock were converted into an aggregate of 3,706,117 and 946,959 shares, respectively, of the Company’s voting common stock on aone-for-one basis.

As of June 30, 2026 and December 31, 2025,22,545,668 and 36,256,212 shares of common stock, respectively, were reserved for issuance in connection with warrants, convertible accrued interest and share-based incentive plans.

Preferred Stock

The Company is authorized to issue up to 25,000,000 shares of preferred stock$0.001 par value per share in one or more series, as may be designated by the board of directors. There wereno issued or outstanding shares of preferred stock as of June 30, 2026 and December 31, 2025.

During the six months ended June 30, 2025, the Company issued 11,568 shares of Series B convertible preferred stock pursuant to cashless exercises of 25,000 options to purchase shares of Series B convertible preferred stock.

In 2010, all outstanding Series A preferred shares were converted into common stock. As part of this conversion, the holders converting Series A preferred shares received contingent promissory notes totaling $15.0 million, which remain outstanding as of June 30, 2026. These contingent promissory notes are only payable, without interest, upon a deemed liquidation event which includes a merger or sale of the Company, therefore expense will only be recognized at such time.

Treasury Stock

The Company has generally withheld shares of its common stock to cover employees’ portion of required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the fair value of the common stock on the date of issuance or vesting and reflected as a reduction to the Company’s stockholders’ equity and included in common stock in treasury, at cost in the condensed consolidated balance sheets. The weighted average cost per share held in treasury was $30.34 and $23.27 as of June 30, 2026 and December 31, 2025, respectively.

Warrants

Prior to the IPO, the Company issued warrants to purchase shares of common stock primarily in connection with equity rights programs (“ERP”, see Equity Rights Program below), stock issuances, certain debt issuances, and consulting agreements. There were outstanding warrants to acquire 3,493,409 and 14,215,311 shares of common stock outstanding at June 30, 2026 and December 31, 2025, respectively.

The warrants vest over time or upon the achievement of performance criteria with respect to certain warrants issued in connection with certain service providers and generally expire at various times through 2030. There were 1,350,000 unvested warrants as of June 30, 2026 and December 31, 2025. The fair value of each warrant grant was derived using the Black-Scholes option pricing model. The Company recorded $0.04 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $0.08 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively, of share-based compensation expense related to warrants issued in connection with consulting agreements.

Effective as of June 30, 2025, the Company entered into an exchange agreement with one of its ERP participants pursuant to which the ERP participant surrendered and the Company canceled and retired 5,887,286 shares of its voting common stock and 331,218 shares of its nonvoting common stock in exchange for a pre-funded warrant to purchase up to 6,218,504 shares of the Company’s voting common stock, which had a perpetual term, an exercise price equal to $0.002 per share and a cashless exercise feature. If the Company paid any dividends or otherwise made any pro rata distributions to its stockholders, the holder of the pre-funded warrant was also entitled to receive its share of such dividends or distributions on an as-exercised basis based on the number of shares of the Company’s common stock then issuable pursuant to the pre-funded warrant. In August 2025, the ERP participant exchanged an additional 575,071 shares of the Company’s voting common stock it purchased from an ERP II participant (then shares of puttable common stock prior to the purchase) for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock with the same terms as the initial pre-funded warrant above (see Equity Rights Program below). In February 2026, the ERP participant exercised the entire outstanding balance of the pre-funded warrants which were exercisable for an aggregate of 6,793,575 shares of the Company’s common stock. Pursuant to cashless exercises, the Company issued an aggregate of 6,793,245 shares of common stock, net of 330 shares surrendered for the exercise price.

During the six months ended June 30, 2026, the Company received proceeds of $1.4 million through the exercise of 97,886 of previously issued warrants to purchase common stock and issued 2,590,475 shares of voting common stock pursuant to cashless exercise of 3,820,441 warrants (excluding the warrants exercised by the holder of the pre-funded warrants).

During the six months ended June 30, 2025, the Company raised proceeds of $3.3 million through the exercise of 845,621 of previously issued warrants to purchase common stock and issued 699,659 shares of voting common stock pursuant to cashless exercise of 813,163 warrants.

The following table summarizes information about warrant activities for the six months ended June 30, 2026 and 2025:

Additional information regarding warrants outstanding as of June 30, 2026 and December 31, 2025 is as follows:

Equity Rights Program

The Company launched five ERPs between September 2013 and September 2020, allowing participating customers of certain MIAX Exchanges to obtain common stock warrants in return for a prepaid fee applied to future purchases. Warrants vested in tranches based on performance conditions tied to qualifying trade volumes on the applicable MIAX Exchange.

The shares of common stock and warrants issued under ERP I and II were classified as liability instruments while those issued under ERP III, IV and V were classified as equity instruments on the Company’s condensed consolidated balance sheets. The ERP awards were accounted for as consideration payable to a customer and recorded as cost of revenue over the vesting period based on the grant date fair value of the awards.

Puttable common stock from exercise of ERP I and II warrants:

All vested warrants under ERP I and II were exercised before their expiration on August 31, 2020 and January 31, 2022, respectively. The Company recorded the underlying puttable common stock issued upon exercise of the warrants as a liability. ERP I and II participants had a put right to require the Company to purchase a certain percentage of the shares held on the put vesting date in cash at a price per share equal to a fixed percentage of the fair market value of the Company’s common stock. The put right terminated upon the completion of the Company’s IPO in August 2025, resulting in the extinguishment of the related put liability and its reclassification to equity.

The puttable common stock had been carried at fair value and remeasured at each reporting period until settlement or when the redemption feature was eliminated. The change in fair value was recorded as non-operating income (expense) within the condensed consolidated statements of operations.

In February 2025, an ERP II participant sold 1,150,142 shares of puttable common stock to another ERP participant. In connection with the sale, the put right associated with the shares was terminated. At termination date, the Company remeasured the fair value of the put liability for $25.7 million and recorded the fair value in common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025. In August 2025, prior to the Company’s IPO, the ERP II participant sold additional 575,071 shares of puttable common stock to the same entity. Immediately following such sale, the ERP participant exchanged those shares with the Company for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock.

Warrants under ERP III, IV and V:

The terms of ERP III, IV and V were similar to ERP I and II, except the shares did not have any put right and therefore the ERP III, IV and V awards were equity classified. All vested warrants under ERP III and IV were exercised prior to their expiration on June 30, 2024 and April 30, 2025, respectively.

On September 11, 2020, the Company entered into ERP V where the vesting period ended on June 30, 2024. ERP V warrants expire on the earliest to occur of (i) August 15, 2027 (thetwo-year anniversary of the Company’s IPO) or (ii) a merger or sale of the Company. During the six months ended June 30, 2026,446,384 warrants were exercised, including the issuance of 381,089 shares of voting common stock pursuant to cashless exercise of 433,809 ERP V warrants. As of June 30, 2026 and December 31, 2025, the number of outstanding ERP V warrants was 66,399 and 512,783, respectively.

17. SHARE-BASED COMPENSATION

In accordance with the Company’s stock incentive plans, the Company may grant stock option awards, restricted stock awards and restricted stock units to employees, consultants, non-employee members of the Company’s Board of Directors and members of the board of directors of the Company’s subsidiaries.

On May 16, 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) whereby the Company may grant up to 10,000,000 shares of the Company’s voting common stock. Commencing on the first day of each fiscal year beginning January 1, 2023 and ending January 1, 2032, the available shares under the 2022 Plan are to be increased by a number of shares of voting common stock of the Company equal to the lesser of (a)5% of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by a committee as defined in the 2022 Plan. As a result, effective January 1, 2026, the available shares under the 2022 Plan were increased for a new total of 23,129,145 shares.

In addition to the 2022 Plan, the Company has outstanding stock awards that were granted under various employee and director stock incentive plans. These previous plans were terminated prior to the adoption of the 2022 Plan.

Stock Options

Share-based compensation payments related to stock options are recognized in the condensed consolidated financial statements based on the grant date fair value using the Black-Scholes option pricing model. Share-based compensation expense is recognized over the related service or vesting period, net of actual forfeitures. Stock options generally vest over a period of up tothree years and expire afterten years. The following assumptions were used by the Company for determining the fair value of awards granted:

The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 was $12.83 and $7.85, respectively. The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 was $121.8 million and $6.0 million, respectively.

Stock-based compensation expense related to stock options, primarily included in compensation and benefits in the condensed consolidated statements of operations, was $3.1 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively, and $7.6 million and $6.0 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there were $21.9 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.08 years.

The following table summarizes information about the stock option activity during the six months ended June 30, 2026 (aggregate intrinsic value, in thousands):

Additional information regarding stock options outstanding as of June 30, 2026 is as follows (aggregate intrinsic value, in thousands):

Restricted Stock Awards

Prior to the IPO, the Company granted restricted stock awards (“RSAs”) to certain executives and other employees. The RSAs represent shares of common stock issued subject to forfeiture restrictions and generally vest upon the satisfaction of both time-based service and performance-based conditions. In certain cases, RSAs were granted with vesting contingent solely upon the satisfaction of performance-based conditions, including the consummation of a deemed liquidation event or the Company’s IPO.

The total fair value of RSAs vested during the six months ended June 30, 2026 and 2025, measured as of the respective vesting dates, was $43.6 million and $4.7 million, respectively. The amount for the six months ended June 30, 2026 includes $15.5 million of fair value related to 375,000 RSAs for which vesting was triggered upon the IPO, with the subsequent time-based service conditions satisfied during the period.

Total compensation expense related to the RSAs granted was $2.4 million and $6.1 million for the three months ended June 30, 2026 and 2025, respectively, and $6.7 million and $12.6 million for the six months ended June 30, 2026 and 2025, respectively. Included in compensation expense for the three and six months ended June 30, 2026 was $1.9 million and $3.9 million, respectively, related to certain awards for which vesting was triggered upon the IPO and remained subject to subsequent time-based service conditions. Compensation expense related to the RSAs is primarily included in compensation and benefits on the condensed consolidated statements of operations and measured at the grant date fair value of the Company’s common stock.

As of June 30, 2026, there was $2.4 million of unrecognized compensation cost associated with the RSAs. Of this amount, $1.0 million relates to awards for which the time-based vesting condition is not fully satisfied and the weighted average period of unrecognized share-based compensation cost is 0.13 year. Unrecognized share-based compensation of $1.4 million relates to awards for which the performance-based vesting condition had not yet been satisfied.

The following table summarizes information about the unvested RSA activities during the six months ended June 30, 2026:

Restricted Stock Units

In June 2026, the Company granted restricted stock units (“RSUs”) to certain executives, non-employee members of the Board of Directors and other employees. Each RSU represents the right to receiveone share of the Company’s common stock upon vesting. RSUs do not convey voting rights prior to settlement but holders are entitled to receive dividend equivalents, subject to certain conditions.

RSUs granted to executives and employees generally vest ratably over athree-year service period, subject to the holder’s continued employment through each applicable vesting date. Unvested RSUs are generally forfeited upon termination of employment prior to vesting, unless otherwise provided under the applicable award agreement. A change in control does not generally affect the vesting of these awards held by employees; however, certain executive awards provide for accelerated vesting upon the occurrence of a change in control.

RSUs granted to non-employee members of the Board of Directors either vested immediately upon the grant date or vest on the last business day immediately preceding the date of the next annual stockholders meeting, subject to the director’s continued service through the applicable vesting date. Unvested awards are generally forfeited upon termination of Board service prior to vesting. However, vesting accelerates upon the director’s death, disability or a change in control, as provided in the applicable award agreement.

Share-based compensation expense related to the RSUs is measured at the grant date fair value of the Company’s common stock. For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense related to employee RSUs of $0.4 million within compensation and benefits on the condensed consolidated statements of operations. Stock-based compensation expense related to the RSUs granted to non-employee members of the Board of Directors was $1.4 million for the three and six months ended June 30, 2026, included in general, administrative, and other on the condensed consolidated statements of operations.

The total fair value, measured as of the respective vesting dates, of RSUs vested during the six months ended June 30, 2026 was $1.3 million.

As of June 30, 2026, there were $32.5 million in total unrecognized compensation costs associated with the RSUs. These costs are expected to be recognized over a weighted average period of 2.79 years.

The following table summarizes RSU activity during the six months ended June 30, 2026:

18. SEGMENT REPORTING

The Company operates four reportable segments: Options, Equities, Futures, and International which is reflective of how the Company’s CODM reviews and operates.

Options – The Options segment includes listed options on the stocks of individual corporations (“equity options”) and options on exchange-traded products (“ETPs”), such as exchange-traded funds (“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, all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from OPRA Plan, the licensing of proprietary options market data and access services.

Equities – The Equities segment includes our business operations relating to listed U.S. equities and ETP transaction services that occur on MIAX Pearl. The Equities segment also includes applicable market data revenue generated from the CTA Plan, the UTP Plan, and the CQS Plan, as well aslicensing of proprietary equities market data, routing services, and access services.

Futures – The Futures segment includes transaction services provided by MIAX Futures and Dorman Trading, which includes offerings for trading and clearing of futures products, the licensing of proprietary market data, as well as access services.

International – The International segment, which represents the Company’s operations outside of U.S, 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.

Corporate and Other – Corporate and Other includes certain other business ventures, corporate costs and operations including intersegment elimination as such items are not used to evaluate the operating performance of the above segments.

An operating segment is generally defined as a component of business for which discrete financial information is available and whose results are reviewed by the CODM. Operating segments are aggregated into reportable segments if certain criteria are met. The Company’s CODM is its Chief Executive Officer who manages business operations, evaluates performance and allocates resources based on the segments’ net revenues and operating income. Revenue and cost of revenue is recorded specifically in the segment in which they are earned or to which they relate. The Company directly allocates expenses to the operating segments when reasonably possible to do so. Management provides the non-operating (expenses) income and income (loss) before tax provision at the segment-level to the CODM on a recurring basis. However, the CODM does not consider non-operating (expense) income when evaluating performance of or allocating resources to the operating segment.

The following table presents certain selected financial information for the Company’s reportable operating segments and Corporate and Other (in thousands):

19. INCOME TAXES

The Company calculates the provision for income tax during interim periods based on the best estimate of the full year’s tax rate as adjusted for discrete items, if any, that are taken into account in the relevant interim period. Each quarter, the Company updates its estimate of the annual effective tax rate and any change in the estimated rate is recorded on a cumulative basis.

The effective tax rate from continuing operations was (53.6)% and 4.6% for the three months ended June 30, 2026 and 2025, respectively, and (66.4)% and 38.8% for the six months ended June 30, 2026 and 2025, respectively. The change in the effective tax rate in the three months ended June 30, 2026 from the same period in 2025 was mainly due to a discrete tax benefit in the second quarter of 2026 from the vesting of RSAs and the exercise of stock options and warrants at values significantly higher than the grant date book expense previously recognized for financial reporting. The change in the effective tax rate in the six months ended June 30, 2026 from the same period in 2025 was mainly due to the release of the deferred tax valuation allowance in the first quarter of 2026.

The effective tax rates differ from the U.S. statutory rate primarily due to changes in the valuation allowance and discrete income tax benefits in 2026 resulting from share-based compensation.

20. RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2025, the Company paid $1.9 million and $2.6 million, respectively, for certain consulting services provided by companies affiliated with certain stockholders and directors. No payments were made to related parties during the three and six months ended June 30, 2026.

21. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share data):

The potentially dilutive shares of common stock that have been excluded from the calculation of earnings per share because of the anti-dilutive effect or the shares are contingently issuable based on satisfaction of performance conditions, are as follows:

22. LEASES

The Company has operating leases related to office space and data centers under non-cancellable operating leases that expire at various times through December 2034, some of which include options to renew or extend the lease for an additional 10 years. As of June 30, 2026, there are no leases with residual value guarantees or leases not yet commenced to which the Company is committed. The Company combines the lease and non-lease components of lease payments in determining right of use assets and related lease liabilities.

Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term. The lease expenses related to the short-term leases were immaterial for the three months ended ended June 30, 2026 and 2025, and $0.1 million and $0.2 million for thesix months ended June 30, 2026 and 2025, respecti vely. Lease expense related to office space amounted to $2.1 million and $2.2 million for three months ended June 30, 2026 and 2025, respectively and $4.1 million and $3.8 million for the six months ended June 30, 2026 and 2025, respectively, and are recorded within occupancy costs in the condensed consolidated statements of operations. Lease expense related to the data centers amounted to $2.7 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively and $5.5 million and $5.1 million for thesix months ended June 30, 2026 and 2025, respectively, and are recorded within information technology and communication costs in the condensed consolidated statements of operations.

The components of operating lease cost for thethree and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Supplemental cash flow information related to the operating leases for thesix months ended June 30, 2026 and 2025 is as follows (in thousands):

The following table presents the supplemental balance sheet information related to operating leases at June 30, 2026 and December 31, 2025 (in thousands):

The Company records the operating lease right of use assets within other assets, net, the current portion of the operating lease liability within accounts payable and other liabilities and the non-current operating lease liabilities within other non-current liabilities in the condensed consolidated balance sheets.

The weighted-average remaining lease term and the weighted-average discount rate for the operating and finance leases were as follows:

The Company uses its incremental borrowing rate as the discount rate, which is based on the implied cost of debt. The undiscounted cash flow for future maturities of the Company’s lease liabilities as of June 30, 2026 are as follows (in thousands):

Company as a lessor

The Company leases office space obtained as part of the acquisition of MIAX Futures. The Company has classified the lease relationship as an operating lease.

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date (in thousands):

23. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.