MIAMI INTERNATIONAL HOLDINGS, INC. 10-Q

miax-20250930 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM 10-Q ___________________________________ (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-42805 ___________________________________ Miami International Holdings, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware 26-1482385 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7 Roszel Road , Suite 1A Princeton , New Jersey 08540 (Address of Principal Executive Offices) (Zip Code) ( 609 ) 897-7300 Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share MIAX The New York Stock Exchange Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o Emerging growth company x If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x Class October 31, 2025 Common stock, par value $0.001 per share 81,435,030 Table of Contents Table of Contents Page Part I - Financial Information 4 Item 1. Financial Statements (unaudited) 4 Condensed Consolidated Balance Sheets - As of Septem ber 30 , 2025 and December 31, 2024 6 Condensed Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2025 and 2024 7 Condensed Consolidated Statements of Comprehensive Income - Three a nd N ine Months Ended September 30, 2025 and 2024 8 Condensed Consolidated Statements of Changes in Stockholders’ Equity - Th ree and Nine Months Ended September 30, 2025 and 2024 9 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2025 and 2024 11 Notes to Condensed Consolidated Financial Statements 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 53 Item 3. Quantitative and Qualitative Disclosures About Market Risk 95 Item 4. Controls and Procedures 98 Part II - Other Information 99 Item 1. Legal Proceedings 99 Item 1A. Risk Factors 100 Item 2. Recent Sales of Unregistered Securities and Use of Proceeds 139 Item 3. Defaults Upon Senior Securities 140 Item 4. Mine Safety Disclosures 140 Item 5. Other Information 140 Item 6. Exhibits 142 Signatures 145 2 Table of Contents TRADEMARK AND OTHER INFORMATION We own MIAX ® , MIAX Options ® , MIAX Pearl ® , MIAX Emerald ® and MIAX Sapphire ® as trademarks or service marks in the United States and certain other jurisdictions. MIAX Futures™ and TINI™ are currently pending. This Quarterly Report on Form 10-Q contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report, including logos, artwork, and other visual displays, may appear without the ® or ™ symbols, but in the case of our trademarks and trade names or those of our licensors, such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity. This Quarterly Report on Form 10-Q contains estimates and information concerning our industry, including market position, market size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we are responsible for all of the disclosure contained in this Quarterly Report on Form 10-Q and we believe the information from the industry publications and other third-party sources included in this Quarterly Report on Form 10-Q is reliable, we have not independently verified the accuracy or completeness of the data contained in such sources. Similarly, while we believe our management estimates to be reasonable, they have not been verified by any independent sources. Forecasts and other forward-looking information with respect to industry are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this Quarterly Report on Form 10-Q. See the section titled “Special Note Regarding Forward-Looking Statements.” The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”). These and other factors could cause results to differ materially from those expressed in these publications and reports. 3 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “contemplate,” “believe,” “estimate,” “intend,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in this Quarterly Report and other filings with the SEC. While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Some factors that could cause actual results to differ include: • our ability to attract trading volume to our exchanges; • our ability to maintain order flow from providers following the expiration of our ERPs; • revenues from our market data fees and access and capacity fees; • price competition in our industry; • our dependence on third parties; • changes in user preferences; • our ability to attract and retain skilled management and other personnel; • our ability to minimize the risks, including credit and default risks, associated with operating a clearing house; • the growth of our business through offering new services and product offerings and acquisitions or strategic alliances; • our ability to invest in technology and keep up with rapid technological changes affecting our industry; • the impairment of our goodwill, other intangible assets or investments; • changes to the regulatory environment and compliance with law and regulations; • the efficacy of our risk management methods; • litigation risks and other liabilities; • our ability to protect our intellectual property rights and avoid violating the intellectual property rights of others; and • the impact on our business of global economic, political and financial market events or conditions, including regional conflicts and war. 4 For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Quarterly Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing. 5 Table of Contents Part I - FINANCIAL INFORMATION Item 1. Financial Statements MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited) (dollars in thousands, except share amounts) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 401,482 $ 150,341 Cash and securities segregated under federal and other regulations 29,509 30,809 Accounts receivable, net 99,864 92,415 Restricted cash 6,005 6,270 Clearing house performance bonds and guarantee funds 86,204 87,744 Participant margin deposits 1,151 1,234 Receivables from broker-dealers, futures commission merchants, and clearing organizations 123,302 147,164 Current portion of derivative assets 14,052 33,536 Other current assets 30,452 23,303 Total current assets 792,021 572,816 Investments 14,180 31,022 Fixed assets, net 47,861 44,478 Internally developed software, net 35,987 32,262 Goodwill 64,739 46,818 Other intangible assets, net 189,125 114,224 Derivative assets, net of current portion 12,955 50,304 Other assets, net 68,402 81,727 Total assets $ 1,225,270 $ 973,651 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and other liabilities $ 81,803 $ 120,361 Accrued compensation payable 31,910 33,523 Current portion of long-term debt 4,957 4,767 Deferred transaction revenues 9,166 2,710 Clearing house performance bonds and guarantee funds 85,704 87,244 Participant margin deposits 1,151 1,234 Payables to customers 133,853 152,637 Payables to clearing organizations 745 2,746 Total current liabilities 349,289 405,222 Long-term debt 1,506 32,268 Deferred income taxes 21,999 10,766 Puttable common stock, net of current portion — 78,424 Puttable warrants issued with debt — 64,188 Other non-current liabilities 20,567 15,166 Total liabilities 393,361 606,034 Commitments and contingencies (Note 16) — — Stockholders’ equity: Convertible preferred stock - par value $ 0.001 ( 25,000,000 authorized, and 0 issued and outstanding at September 30, 2025 and 781,859 issued and outstanding at December 31, 2024) — 1 Common stock - voting and nonvoting, par value $ 0.001 ( 600,000,000 authorized ( 400,000,000 voting, 200,000,000 nonvoting); 81,767,756 issued and 81,413,957 outstanding common stock at September 30, 2025 ( 81,413,957 voting, 0 nonvoting) and 63,219,480 issued and 63,181,011 outstanding non-puttable common stock at December 31, 2024 ( 59,683,661 voting, 3,497,350 nonvoting)) 82 63 Common stock in treasury, at cost, 353,799 shares at September 30, 2025 and 38,469 shares at December 31, 2024 ( 8,232 ) ( 775 ) Additional paid-in capital 1,502,973 930,638 Accumulated deficit ( 662,283 ) ( 562,310 ) Accumulated other comprehensive loss, net ( 631 ) — Total stockholders’ equity 831,909 367,617 Total liabilities and stockholders’ equity $ 1,225,270 $ 973,651 See accompanying notes to condensed consolidated financial statements. 6 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations (unaudited) (dollars in thousands, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Transaction and clearing fees $ 292,814 $ 240,623 $ 868,257 $ 712,209 Access fees 27,096 22,490 77,285 66,787 Market data fees 10,730 9,143 30,625 24,808 Other revenue 9,138 4,400 18,472 12,372 Total revenues 339,778 276,656 994,639 816,176 Cost of revenues: Liquidity payments 217,286 167,797 606,983 525,399 Brokerage, clearing, and exchange fees 11,612 17,731 42,547 51,134 Section 31 fees — 20,241 35,225 40,108 Equity rights program — — — 1,975 Other cost of revenues 1,397 1,329 3,855 3,621 Total cost of revenues 230,295 207,098 688,610 622,237 Revenues less cost of revenues 109,483 69,558 306,029 193,939 Operating expenses: Compensation and benefits 68,753 37,850 146,734 107,227 Information technology and communication costs 9,290 7,250 25,689 21,442 Depreciation and amortization 8,229 6,045 21,337 17,107 Occupancy costs 3,568 2,335 9,018 7,032 Professional fees and outside services 10,807 12,658 30,159 34,663 Marketing and business development 759 663 2,077 2,198 Acquisition-related costs — — 2,901 — General, administrative, and other 8,382 3,916 18,835 14,253 Total operating expenses 109,788 70,717 256,750 203,922 Operating income (loss) ( 305 ) ( 1,159 ) 49,279 ( 9,983 ) Non-operating (expense) income: Change in fair value of puttable common stock ( 338 ) ( 6,791 ) ( 2,229 ) ( 8,149 ) Change in fair value of puttable warrants issued with debt ( 255 ) ( 1,635 ) ( 1,172 ) ( 1,635 ) Interest income 2,658 840 5,371 1,976 Interest expense and amortization of debt issuance costs ( 3,378 ) ( 2,208 ) ( 12,710 ) ( 9,532 ) Gain (loss) on sale of intangible asset — — ( 2,054 ) 52,604 Unrealized gain (loss) on derivative assets 7,979 10,010 ( 39,039 ) 76,684 Loss on debt extinguishment ( 107,656 ) — ( 107,656 ) — Other, net ( 1,595 ) ( 703 ) 10,765 ( 149 ) Income (loss) before income tax provision ( 102,890 ) ( 1,646 ) ( 99,445 ) 101,816 Income tax (expense) benefit 810 ( 1,559 ) ( 528 ) ( 2,721 ) Net income (loss) ( 102,080 ) ( 3,205 ) ( 99,973 ) 99,095 Net loss attributable to non-controlling interest — ( 1 ) — ( 137 ) Net income (loss) attributable to Miami International Holdings, Inc. $ ( 102,080 ) $ ( 3,204 ) $ ( 99,973 ) $ 99,232 Weighted-average shares of common stock outstanding Basic 70,128,197 63,246,820 66,168,315 60,477,992 Diluted 70,128,197 63,246,820 66,168,315 75,212,560 Net income (loss) per share attributable to common stock Basic $ ( 1.46 ) $ ( 0.05 ) $ ( 1.51 ) $ 1.64 Diluted $ ( 1.46 ) $ ( 0.05 ) $ ( 1.51 ) $ 1.35 See accompanying notes to condensed consolidated financial statements. 7 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Comprehensive Income / (Loss) (unaudited) (dollars in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) $ ( 102,080 ) $ ( 3,204 ) $ ( 99,973 ) $ 99,232 Other comprehensive loss: Foreign currency translation adjustments, net of tax benefit of $ 207 and $ 0 for the three months ended September 30, 2025 and 2024, respectively, and $ 75 and $ 0 for the nine months ended September 30, 2025 and 2024, respectively ( 1,754 ) — ( 631 ) — Comprehensive income (loss) attributable to stockholders, net of tax $ ( 103,834 ) $ ( 3,204 ) $ ( 100,604 ) $ 99,232 See accompanying notes to condensed consolidated financial statements. 8 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) (dollars in thousands, except share amounts) Convertible Preferred Stock Common Stock - Voting and Nonvoting Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated other comprehensive income, net Total MIH Stockholders’ Equity Non-controlling interests Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Balance, December 31, 2023 746,859 $ 1 57,536,502 $ 57 — $ — $ 833,080 $ ( 668,496 ) $ — $ 164,642 $ ( 861 ) $ 163,781 Adoption of ASU 2020-06 — — — — — — ( 375 ) 231 — ( 144 ) — ( 144 ) Issuance of common stock - warrant exercises — — 20,416 — — — 150 — — 151 — 151 Issuance of common stock — — 275,610 — — — 5,531 — — 5,531 — 5,531 Issuance of warrants with common stock — — — — — — 119 — — 119 — 119 Employee & Director stock transactions — — 111,785 — — — — — — — — — Repurchases of common stock from employee stock incentive plans — — — — ( 34,457 ) ( 690 ) — — — ( 690 ) — ( 690 ) Cancellation of repurchased common stock from employee stock incentive plans — — ( 12,307 ) — — — ( 246 ) — — ( 246 ) — ( 246 ) Settlement of convertible loans in common stock — — 322,223 — — — 5,799 — — 5,799 — 5,799 Settlement of interest payable in common stock — — 13,820 — — — 249 — — 249 — 249 Issuance of common stock for induced conversion of convertible loans — — 5,557 — — — 100 — — 100 — 100 Equity rights program — — — — — 1,175 — — 1,175 — 1,175 Share-based compensation, net of cancellations and forfeitures — — 100,000 — — — 9,452 — — 9,452 — 9,452 Net loss — — — — — — — ( 4,950 ) — ( 4,950 ) ( 23 ) ( 4,973 ) Balance, March 31, 2024 746,859 $ 1 58,373,606 $ 57 ( 34,457 ) $ ( 690 ) $ 855,034 $ ( 673,215 ) $ — $ 181,188 $ ( 884 ) $ 180,304 Issuance of common stock - warrant exercises — — 1,453,319 1 — — 1,220 — — 1,220 — 1,220 Employee & Director stock transactions 10,000 — 209,104 1 — — 1,886 — — 1,887 — 1,887 Cancellation of repurchased common stock from employee stock incentive plans — — ( 824 ) — — — ( 16 ) — — ( 16 ) — ( 16 ) Settlement of convertible loans in common stock — — 2,561,111 3 — — 46,098 — — 46,101 — 46,101 Settlement of interest payable in common stock — — 86,306 — — — 1,553 — — 1,553 — 1,553 Issuance of common stock for induced conversion of convertible loans — — 62,449 — — — 1,265 — — 1,265 — 1,265 Equity rights program — — — — — — 800 — — 800 — 800 Warrant extension in connection with debt amendments — — — — — — 520 — — 520 — 520 Share-based compensation, net of cancellations and forfeitures — — 433,882 1 — — 10,488 — — 10,489 — 10,489 Net income — — — — — — — 107,386 — 107,386 ( 113 ) 107,273 Balance, June 30, 2024 756,859 $ 1 63,178,953 $ 63 ( 34,457 ) $ ( 690 ) $ 918,848 $ ( 565,829 ) $ — $ 352,393 $ ( 997 ) $ 351,396 Issuance of common stock - warrant exercises — — 313,182 1 — — 153 — — 154 — 154 Employee & Director stock transactions 25,000 — 95,173 — — — 801 — — 801 — 801 Repurchases of common stock from employee stock incentive plans — — — — ( 350 ) ( 7 ) — — — ( 7 ) — ( 7 ) Cancellation of repurchased common stock from employee stock incentive plans — — ( 534,347 ) ( 1 ) — — ( 11,146 ) — — ( 11,147 ) — ( 11,147 ) Settlement of convertible loans in common stock — — 69,443 — — — 1,250 — — 1,250 — 1,250 Settlement of interest payable in common stock — — 4,034 — — — 73 — — 73 — 73 Share-based compensation, net of cancellations and forfeitures — — ( 92,497 ) — — — 12,116 — — 12,116 — 12,116 Net loss — — — — — — — ( 3,204 ) — ( 3,204 ) ( 1 ) ( 3,205 ) Balance, September 30, 2024 781,859 $ 1 63,033,941 $ 63 ( 34,807 ) $ ( 697 ) $ 922,095 $ ( 569,033 ) $ — $ 352,429 $ ( 998 ) $ 351,431 9 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) (continued) (dollars in thousands, except share amounts) Convertible Preferred Stock Common Stock - Voting and Nonvoting Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated other comprehensive income (loss) , net Total MIH Stockholders’ Equity Non-controlling interests Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Balance, December 31, 2024 781,859 $ 1 63,219,480 $ 63 ( 38,469 ) $ ( 775 ) $ 930,638 $ ( 562,310 ) $ — $ 367,617 $ — $ 367,617 Issuance of common stock - warrant exercises — — 5,000 — — — 70 — — 70 — 70 Employee & Director stock transactions 11,568 — 16,662 — — — — — — — — — Cancellation of repurchased common stock from employee stock incentive plans — — ( 51,373 ) — — — ( 1,148 ) — — ( 1,148 ) — ( 1,148 ) Repurchases of common stock from employee stock incentive plans — — — — ( 35,648 ) ( 796 ) — — — ( 796 ) — ( 796 ) Conversion of puttable common stock into non-puttable common stock — — 1,150,142 1 — — 25,693 — — 25,694 — 25,694 Share-based compensation, net of cancellations and forfeitures — — — — — — 9,739 — — 9,739 — 9,739 Net loss — — — — — — — ( 21,420 ) — ( 21,420 ) — ( 21,420 ) Balance, March 31, 2025 793,427 $ 1 64,339,911 $ 64 ( 74,117 ) $ ( 1,571 ) $ 964,992 $ ( 583,730 ) $ — $ 379,756 $ — $ 379,756 Common stock reacquired in exchange for pre-funded warrant — — ( 6,218,504 ) ( 6 ) — — 6 — — — — — Issuance of common stock - warrant exercises — — 1,540,280 2 — — 3,235 — — 3,237 — 3,237 Employee & Director stock transactions — — 281,505 — — — 1,002 — — 1,002 — 1,002 Share-based compensation, net of cancellations and forfeitures — — 395,891 — — — 9,621 — — 9,621 — 9,621 Net income — — — — — — — 23,527 — 23,527 — 23,527 Other comprehensive income — — — — — — — — 1,123 1,123 — 1,123 Balance, June 30, 2025 793,427 $ 1 60,339,083 $ 60 ( 74,117 ) $ ( 1,571 ) $ 978,856 $ ( 560,203 ) $ 1,123 $ 418,266 $ — $ 418,266 Common stock reacquired in exchange for pre-funded warrant — — ( 575,071 ) ( 1 ) — — 1 — — — — — Issuance of common stock - warrant exercises — — 485,689 1 — — — — — 1 — 1 Employee & Director stock transactions 153,532 — 366,430 — — — 3,885 — — 3,885 — 3,885 Cancellation of repurchased common stock from employee stock incentive plans — — ( 422,267 ) — — — ( 13,228 ) — — ( 13,228 ) — ( 13,228 ) Repurchases of common stock from employee stock incentive plans — — — — ( 279,682 ) ( 6,661 ) — — — ( 6,661 ) — ( 6,661 ) Issuance of common stock in connection with IPO, net of underwriting discounts and commissions and offering costs — — 17,250,000 17 — — 359,327 — — 359,344 — 359,344 Conversion of preferred shares into common shares upon IPO ( 946,959 ) ( 1 ) 946,959 1 — — — — — — — — Reclassification of puttable warrants issued with debt upon IPO — — — — — — 65,360 — — 65,360 — 65,360 Conversion of puttable common stock into common stock upon IPO — — 2,801,862 3 — — 64,440 — — 64,443 — 64,443 Warrant modification — — — — — — 1,516 — — 1,516 — 1,516 Conversion of puttable common stock into common stock — — 575,071 1 — — 13,225 — — 13,226 — 13,226 Share-based compensation, net of cancellations and forfeitures — — — — — — 29,591 — — 29,591 — 29,591 Net loss — — — — — — — ( 102,080 ) — ( 102,080 ) — ( 102,080 ) Other comprehensive loss — — — — — — — — ( 1,754 ) ( 1,754 ) — ( 1,754 ) Balance, September 30, 2025 — $ — 81,767,756 $ 82 ( 353,799 ) $ ( 8,232 ) $ 1,502,973 $ ( 662,283 ) $ ( 631 ) $ 831,909 $ — $ 831,909 See accompanying notes to condensed consolidated financial statements. 10 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (dollars in thousands) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net income / (loss) $ ( 99,973 ) $ 99,095 Adjustments to reconcile income / (loss) to net cash provided by operating activities: Amortization of debt discount and issue cost 2,973 1,914 Settlement of interest payable in common stock — 1,875 Depreciation and amortization 21,337 17,107 Share based compensation expense 48,007 33,592 Provision for accounts receivable credit losses 103 — Provision for deferred income taxes 83 2,925 Provision for notes receivable credit losses — 2,611 Impairment of long-lived assets 2,717 — Settlement of induced conversion expense in common stock — 1,365 Change in fair value of puttable common stock 2,229 8,149 Change in fair value of puttable warrants issued with debt 1,172 1,635 Unrealized (gain) loss on equity securities owned ( 10,320 ) 1,595 Realized loss on sale of intangible assets 2,054 — Proceeds from sale of Pyth tokens 16,239 — Unrealized (gain) loss on derivative assets 39,039 ( 76,684 ) Loss on debt extinguishment 107,656 — Warrant modifications 1,516 — Other ( 821 ) — Changes in operating assets and liabilities: Accounts receivable ( 6,327 ) ( 10,347 ) Clearing house performance bonds and guarantee funds ( 1,540 ) 2,853 Participant margin deposits ( 83 ) ( 14,753 ) Receivables from broker-dealers, futures commission merchants, and clearing organizations 23,862 32,917 Other current assets 354 1,393 Other assets 13,595 ( 5,930 ) Accounts payable and other liabilities ( 19,017 ) ( 1,902 ) Accrued compensation payable ( 2,438 ) ( 4,260 ) Other liabilities ( 1,593 ) ( 2,058 ) Deferred transaction revenue 806 240 Payables to customers ( 18,784 ) ( 20,289 ) Payables to clearing organizations ( 2,001 ) ( 644 ) Net cash provided by operating activities 120,845 72,399 Cash flows from investing activities: Capital expenditures ( 18,673 ) ( 20,624 ) Capitalization of internally developed software ( 9,363 ) ( 9,321 ) Purchase of investments — ( 1,578 ) Cash paid for acquisitions, net of cash acquired ( 56,458 ) — Net cash used in investing activities ( 84,494 ) ( 31,523 ) 11 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (unaudited) (continued) (dollars in thousands) Cash flows from financing activities: Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs 368,977 — Payment of IPO costs ( 2,346 ) — Proceeds from debt issuance, net of debt discount 36,881 35,474 Puttable warrants with debt — 59,526 Payment of other debt issuance costs ( 1,975 ) ( 5,267 ) Repayments of debt ( 140,000 ) ( 57,322 ) Prepayment premium and other expenses paid related to debt repayment ( 36,107 ) — Repayments of capital lease obligations ( 103 ) ( 128 ) Repurchases of common stock from employee stock incentive plans ( 21,833 ) ( 12,106 ) Proceeds from issuance of warrants with common stock and debt — 119 Proceeds from issuance of common stock and convertible preferred stock 8,192 9,743 Net cash provided by financing activities 211,686 30,039 Effect of exchange rate changes on cash and cash equivalents ( 84 ) — Increase in cash, cash equivalents, segregated cash, and restricted cash 247,953 70,915 Cash, cash equivalents, segregated cash and restricted cash at beginning of period 276,398 176,138 Cash, cash equivalents, segregated cash, and restricted cash at end of period $ 524,351 $ 247,053 Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: Cash and cash equivalents $ 401,482 $ 125,091 Cash segregated under federal and other regulations 29,509 33,256 Restricted cash 6,005 6,375 Restricted cash (clearing house performance bonds and guarantee funds) 86,204 70,700 Restricted cash (participant margin deposits) 1,151 11,631 Total $ 524,351 $ 247,053 Supplemental disclosure of cash transactions: Cash paid for income taxes $ 1,271 $ 269 Cash paid for interest $ 8,950 $ 9,236 Supplemental disclosure of non-cash investing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 5,608 $ 4,078 Assets acquired under capital leases 144 287 Non-cash amounts related to capitalized internally developed software 944 441 Total non-cash investing activities $ 6,696 $ 4,806 Supplemental disclosure of non-cash financing activities: Deferred offering costs not yet paid $ 1,387 $ — Deferred IPO cost recognized as additional paid-in capital 5,901 — Conversion of puttable common stock into common stock 103,361 — Conversion of puttable warrants into non-puttable warrants 65,360 — Non-cash warrant modification 1,516 — Issuance of warrants with debt or debt amendments — 520 Settlement of convertible loans in common stock — 53,150 Total non-cash financing activities $ 177,525 $ 53,670 See accompanying notes to condensed consolidated financial statements. 12 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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), Dorman Trading, LLC (“Dorman Trading”) and LedgerX LLC (“LedgerX”) d/b/a MIAX Derivatives Exchange (“MIAXdx”); 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 August 12, 2024, the Company launched its four th electronic U.S. equity option exchange, MIAX Sapphire, a Taker-Maker exchange, with a trading floor in Miami, Florida, which launched in September 2025. On June 5, 2025, the Company, via its wholly-owned subsidiary MIH East Holdings, Limited (“MIH East”) acquired the entire issued and to be issued ordinary share capital of the International Stock Exchange Group Limited (“TISEG”) not already owned by MIH East (“TISE Acquisition”). TISEG, which via its subsidiary, The International Stock Exchange Authority Limited (“TISEA”), provides financial markets and securities services to public and private companies. TISEA operates TISE, an investment exchange which is regulated by the Guernsey Financial Services Commission (“GFSC”). The Company is headquartered in Princeton, New Jersey with principal offices in Miami, Minneapolis, Chicago, Hamilton, Bermuda and St. Peter Port, Guernsey. Reverse Stock Split On July 15, 2025, the Company amended its restated certificate of incorporation with the Secretary of the State of Delaware and effected a reverse stock split of the Company’s issued and outstanding and treasury shares of common stock, nonvoting common stock and Series B convertible preferred stock at a ratio of one-for-two (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every two shares outstanding of common stock, nonvoting common stock and Series B convertible preferred stock were combined and now represent one share of common stock, nonvoting common stock and Series B convertible preferred stock, respectively. The Reverse Stock Split did not impact the number of authorized shares of common stock, Series B convertible preferred stock and nonvoting common stock or their par value. No fractional shares were issued as a result of the Reverse Stock Split. All issued and outstanding shares of common stock, nonvoting common stock and Series B preferred stock, treasury stock, warrants to purchase shares of common stock, options to purchase shares of common stock, nonvoting common stock and Series B convertible preferred stock, restricted stock, per share data and related information contained in these unaudited interim condensed consolidated financial statements have been adjusted to give effect to the Reverse Stock Split for all periods presented. Initial Public Offering On August 15, 2025, the Company closed its initial public offering (the “IPO”), in which the Company issued 17,250,000 shares of common stock at a public offering price of $ 23.00 per share, which included 2,250,000 shares issued pursuant to the underwriters’ option to purchase additional shares of the Company’s common stock. The Company received $ 396.8 million in proceeds from the IPO, before deducting underwriting discounts and commissions and offering expenses. A portion of the proceeds received was used to fully repay all of the Company’s outstanding borrowings under the 2029 Senior Secured Term Loan, including the Incremental Term Loan (as defined below). See Note 11 - Debt Obligations. Additionally, in connection with the IPO, all shares of the Company’s outstanding nonvoting common stock and Series B convertible preferred stock were converted into a total of 3,706,117 and 946,959 shares, respectively, of the Company’s common stock on a one -to-one basis. 13 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 for the year ended December 31, 2024 included in the Company’s final prospectus for its IPO dated August 13, 2025 (the “Final Prospectus”), and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. As of September 30, 2025 , 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, 2024 . 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 has four 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 19 - 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 will 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 will 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. While ASU 350-60 provides clarity on expected changes to the accounting standards for crypto assets, the accounting standard may not resolve all uncertainties regarding how the Company accounts for crypto asset transactions, crypto assets, and related revenue and expenses. The adoption of the stand ard did not have an y material impact on the Company’s condensed consolidated financial statements. 14 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Ot her Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The Company adopted this new standard as of January 1, 2024 using the modified retrospective approach, which resulted in a $ 0.4 million decrease in additional paid-in capital, $ 0.2 million decrease in the opening balance of accumulated deficit, and $ 0.2 million increase in the outstanding debt balance. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company retrospectively adopted the ASU for the period ended December 31, 2024. The adoption of the standard did not have any material impact on the Company’s condensed consolidated financial statements. See Note 19 - Segment Reporting. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for the Company beginning after December 15, 2023, and are applied prospectively to business combinations that occur after the effective date. In January 2024, the Company adopted ASU 2021-08, and the adoption did not have a material impact on the Company’s condensed consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. The amendments are effective for the Company beginning after December 15, 2023. In January 2024, the Company adopted ASU 2022-03, and the adoption had no 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. For public entities, the amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied prospectively with the option to apply retrospectively to all prior periods presented in the financial statements. The Company will include the necessary disclosures in its annual consolidated financial statements for the year ending December 31, 2025. ASU 2023-09 will have no 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. The amendments require 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. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03 for public entities. 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 condensed 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 15 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) financial statements issued for the year ending December 31, 2028 and is currently evaluating the impact of adopting the standard on the condensed consolidated financial statements. 3. BUSINESS COMBINATIONS On June 5, 2025, the Company, via MIH East completed the TISE Acquisition. TISEG, through its subsidiary, TISEA, provides financial markets and securities services to public and private companies. TISEA operates an investment exchange known as TISE and is regulated by the GFSC . TISE is headquartered in Guernsey. The TISE Acquisition 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, MIH East owned 29.46 % of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value for $ 25.5 million based on the purchase price. The remeasurement resulted in the recognition of a pre-tax gain of $ 8.6 million, which was reflected within other, net in non-operating (expense) income on the condensed consolidated statement of operations. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was approximately £ 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 is not tax deductible. Total liabilities assumed amounted to approximately $ 20.9 million. The Company has completed the purchase price allocation and assessment of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price was as follows (in thousands): Cash and cash equivalents $ 12,423 Accounts receivable 1,967 Other current assets 5,872 Fixed assets 109 Internally developed software 1,200 Other assets 528 Other intangible assets 76,000 Goodwill 18,042 Total assets acquired 116,141 Accounts payable and other liabilities 1,333 Other current liabilities 1,532 Deferred transaction revenues 5,689 Non-current liabilities 1,127 Deferred tax liability 11,227 Total liabilities assumed 20,908 Total purchase consideration $ 95,233 The estimated useful lives of intangible assets, primarily based on the expected period of benefit to the Company, and fair values of the identifiable intangible assets at acquisition date were as follows (in thousands): Fair Value Estimated Useful Life Exchange license $ 63,000 Indefinite Customer relationships $ 13,000 15 years For the nine months ended September 30, 2025 , the Company incurred acquisition costs of $ 2.9 million. 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 statement of operations. 16 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Since the acquisition of TISE on June 5, 2025, the Company has included revenue of $ 4.7 million and $ 6.1 million, and net income of $ 2.3 million and $ 2.7 million, in the condensed consolidated statement of operations for the three and nine months ended September 30, 2025, respectively. 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, MIAXdx 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, Dorman Trading and MIAXdx and in the International segment for BSX and are recorded as transactions are cleared. In the event that a customer prepays for transaction fees, revenue is recognized as transactions occur. 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 in 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 and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. 17 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 C onsolidated 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 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 BSX, TISE and MIAX Futures 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 is 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. Additionally, the Company issued certain warrants to customers as part of its ERP (as defined below) detailed in Note 17. Under these programs, the Company records the fair value of the number of warrants that vest in a period as a cost of revenues. Customers vest in the warrants as and when they transact certain volumes of trades on the Company’s exchanges which is considered a sales incentive offering that reward customers solely in return for executing increased trading volumes with the Company. The warrant vesting period for the last program ended on June 30, 2024. The following table summarizes revenue disaggregated by the Company’s Options, Equities, Futures and International segments and the Corporate and Other unit (in thousands): 18 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Three Months Ended September 30, 2025 Options Equities Futures International Corporate & Other Consolidated Revenue Transaction and clearing fees $ 245,406 $ 31,899 $ 15,424 $ 85 $ — $ 292,814 Access fees 23,076 3,761 275 41 ( 57 ) 27,096 Market data fees 7,011 2,368 1,279 80 ( 8 ) 10,730 Other revenue 1,047 — 2,386 5,327 378 9,138 $ 276,540 $ 38,028 $ 19,364 $ 5,533 $ 313 $ 339,778 Timing of revenue recognition Services transferred at a point in time $ 246,661 $ 31,899 $ 15,632 $ 1,924 $ — $ 296,116 Services transferred over time 29,879 6,129 3,732 3,609 313 43,662 $ 276,540 $ 38,028 $ 19,364 $ 5,533 $ 313 $ 339,778 Three Months Ended September 30, 2024 Options Equities Futures International Corporate & Other Consolidated Revenue Transaction and clearing fees $ 176,547 $ 43,569 $ 20,451 $ 56 $ — $ 240,623 Access fees 18,787 3,557 167 36 ( 57 ) 22,490 Market data fees 4,663 3,521 940 27 ( 8 ) 9,143 Other revenue 61 — 3,282 687 370 4,400 $ 200,058 $ 50,647 $ 24,840 $ 806 $ 305 $ 276,656 Timing of revenue recognition Services transferred at a point in time $ 176,654 $ 43,568 $ 20,526 $ 142 $ — $ 240,890 Services transferred over time 23,404 7,079 4,314 664 305 35,766 $ 200,058 $ 50,647 $ 24,840 $ 806 $ 305 $ 276,656 19 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Nine Months Ended September 30, 2025 Options Equities Futures International Corporate & Other Consolidated Revenue Transaction and clearing fees $ 712,330 $ 100,545 $ 55,184 $ 198 $ — $ 868,257 Access fees 65,668 10,915 751 122 ( 171 ) 77,285 Market data fees 20,087 7,006 3,315 240 ( 23 ) 30,625 Other revenue 1,308 — 8,028 8,090 1,046 18,472 $ 799,393 $ 118,466 $ 67,278 $ 8,650 $ 852 $ 994,639 Timing of revenue recognition Services transferred at a point in time $ 714,048 $ 100,545 $ 55,881 $ 2,688 $ — $ 873,162 Services transferred over time 85,345 17,921 11,397 5,962 852 121,477 $ 799,393 $ 118,466 $ 67,278 $ 8,650 $ 852 $ 994,639 Nine Months Ended September 30, 2024 Options Equities Futures International Corporate & Other Consolidated Revenue Transaction and clearing fees $ 529,281 $ 123,673 $ 59,084 $ 171 $ — $ 712,209 Access fees 56,111 10,227 512 108 ( 171 ) 66,787 Market data fees 13,670 8,094 2,821 240 ( 17 ) 24,808 Other revenue 109 — 9,267 1,941 1,055 12,372 $ 599,171 $ 141,994 $ 71,684 $ 2,460 $ 867 $ 816,176 Timing of revenue recognition Services transferred at a point in time $ 529,550 $ 123,673 $ 59,291 $ 407 $ — $ 712,921 Services transferred over time 69,621 18,321 12,393 2,053 867 103,255 $ 599,171 $ 141,994 $ 71,684 $ 2,460 $ 867 $ 816,176 Deferred transaction revenue consists of prepaid transaction and non-transaction fees which are recognized as revenue when earned. During the nine months ended September 30, 2025, the Company received prepaid fees of $ 7.7 million and recorded $ 6.4 million as part of the TISE Acquisition and recognized deferred transaction revenue of $ 6.9 million. During the nine months ended September 30, 2024, the Company received prepaid fees of $ 3.2 million and recognized deferred transaction revenue of $ 2.9 million. Concentration of revenue : For the three months ended September 30, 2025, the Company derived $ 153.0 million of the $ 339.8 million in total revenue from three customers, with such customers accounting for 18 %, 16 % and 11 % of the Company’s total revenue.For the nine months ended September 30, 2025, the Company derived $ 446.2 million of the $ 994.6 million in total revenue from three customers, with such customers accounting for 19 %, 15 % and 11 % of the Company’s total revenue. For the three m onths ended September 30, 2024, the Company derived $ 114.6 million of the $ 276.7 million in total revenue from three customers, with such customers accounting for 15 %, 14 % and 12 % of the Company’s total revenue. For the nine months ended September 30, 2024, the Company derived $ 346.8 million of the $ 816.2 million in total revenue from three customers, with such customers accounting for 15 %, 15 % and 12 % of the Company’s total revenue. Revenues from transactions with the top three customers for the three and nine months ended September 30, 2025 and 2024, 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. 20 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 5. RECEIVABLE FROM BROKER-DEALERS, FUTURES COMMISSION MERCHANTS AND CLEARING ORGANIZATIONS Receivable from and payable to broker-dealers, futures commission merchants and clearing organizations are as follows (in thousands): September 30, 2025 December 31, 2024 Assets Receivable from broker-dealers and futures commission merchants $ 3,709 $ 10,517 Receivable from clearing organizations Cash margin 111,718 128,572 Cash guarantee deposits 7,875 8,075 Total receivable from broker-dealers, futures commission merchants and clearing organizations $ 123,302 $ 147,164 Liabilities Payable to clearing organizations $ 745 $ 2,746 Total payable to clearing organizations $ 745 $ 2,746 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 September 30, 2025 and December 31, 2024 , the carrying amount of investments made by the Company was $ 14.2 million and $ 31.0 million , respectively. The Company, through MIH East acquired a minority interest in TISEG, the carrying amount of this investment was $ 17.3 million at December 31, 2023. In July 2024, the Company acquired additional shares for $ 1.6 million and recorded a loss of $ 2.0 million to account for the observable price change in the value of its prior investment. As of December 31, 2024 the Company owned 29.46 % of the total outstanding shares of TISEG and the carrying amount was $ 16.8 million. An ownership interest in an entity over 20% generally leads to a presumption that the investor has the ability to exercise significant influence over the investee, requiring the investee to be accounted for by the investor under the equity method of accounting. The Company concluded it did not have the ability to exercise significant influence over the operating and financial policies of the investee and did not have any representative or designee on the investee’s board of directors. Further, the equity method of accounting would require that the investee routinely provide the Company with certain non-public information and information not available to its other shareholders, convert the investee’s results to GAAP and prepare a full purchase price allocation which was not available to the Company. Therefore, the Company accounted for its investment as an equity investment under the measurement alternative. On June 5, 2025, the Company acquired the entire issued and to be issued ordinary share capital of TISEG not already owned by MIH East. The Company paid a total cash consideration of £ 51.5 million ($ 69.7 million based on British pound/U.S. dollar exchange rate of 1.35356) or £ 22.50 for each share MIH East did not previously own. The Company recorded a gain of $ 8.6 million within other, net under non-operating (expense) income in the condensed consolidated statement of operations to account for the observable price change in the value of its prior investment. See Note 3 - Business Combinations for further information on the TISE Acquisition. 7. FIXED ASSETS AND INTERNALLY DEVELOPED SOFTWARE, NET Fixed assets and internally developed software, net consisted of the following (in thousands): 21 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) September 30, 2025 December 31, 2024 Fixed assets, net: Land $ 2,209 $ 2,209 Building and improvements 9,373 12,036 Furniture and equipment 125,521 112,137 Leasehold improvements 27,821 22,591 Purchased software 7,488 7,285 Less: Accumulated depreciation and amortization ( 124,551 ) ( 111,780 ) Total fixed assets, net $ 47,861 $ 44,478 Internally developed software, net: Capitalized internal-use software $ 109,942 $ 98,435 Less: Accumulated depreciation and amortization ( 73,955 ) ( 66,173 ) Total internally developed software, net $ 35,987 $ 32,262 Depreciation and amortization expense for fixed assets and internally developed software for the three months ended September 30, 2025 and 2024 was $ 7.9 million and $ 5.9 million, respectively and for the nine months ended September 30, 2025 and 2024 was $ 20.6 million and $ 16.6 million, respectively. During the second quarter of 2025 , the Company recognized an impairment charge of $ 0.7 million to building and improvements. During the third quarter of 2025 , the Company recognized an additional impairment charge of $ 2.0 million to building and improvements which is 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 19 - Segment Reporting. The impairment resulted from updated management’s analysis indicating a decline in the assets’ fair value. 8. OTHER ASSETS, NET The following table presents the c omponents of other assets (in thousands): September 30, 2025 December 31, 2024 Notes receivable, net of $ 26.1 million allowance for credit losses as of September 30, 2025 and as of December 31, 2024 $ 42,577 $ 51,189 Right of use asset 16,694 15,478 Exchange memberships and stock, at cost 3,829 3,829 Prepaid membership fees 4,000 4,000 Deferred IPO costs — 5,978 Other 1,302 1,253 Total other assets, net $ 68,402 $ 81,727 Deferred IPO costs consist of costs incurred in connection with the IPO, including certain legal, accounting, and other IPO related costs. The Company reclassified the outstanding deferred offering costs of $ 9.6 million to additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025 as a reduction of the net proceeds received from the IPO. 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 were expected to be repaid by Consolidated Audit Trail, LLC (“CAT LLC”). 22 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 establishes 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 Executed Share Model 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. These filings have been published and are effective. 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 30, 2025, the SEC issued an order allowing the SRO participants to reduce CAT operating costs while retaining the CAT’s core regulatory functionality. The deadline for the SEC to act is November 29, 2025. Absent some change, the MIAX Exchanges could be required to stop charging both historical and prospective CAT fees should the SEC not issue a revised funding order. As a result, the SROs, including the MIAX Exchanges, may continue to incur significant costs and not be reimbursed for prospective and historical CAT On April 16, 2024, other 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 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 the nine months ended September 30, 2025 (in thousands): Balance at December 31, 2024 $ 51,189 Notes issued, net of allowance for credit losses — Repayments ( 8,612 ) Balance at September 30, 2025 $ 42,577 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. 23 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) The following represents the change in allowance for notes receivable for the nine months ended September 30, 2025 (in thousands): Balance at December 31, 2024 $ ( 26,068 ) Provision for uncollectible amount — Write-offs charged against the allowance — Recoveries collected — Balance at September 30, 2025 $ ( 26,068 ) 9. ACCOUNTS PAYABLE AND OTHER LIABILITIES The following table presents the components of accounts payable and other liabilities (in thousands): September 30, 2025 December 31, 2024 Accounts payable $ 8,606 $ 12,813 Liquidity payments payable 41,121 31,100 Accrued expenses 9,241 8,795 Current portion of put obligation — 22,711 Current portion of capital lease obligation 170 151 Current portion of operating lease liability 6,127 6,622 Marketing fees payable 15,121 8,172 Section 31 fees payable — 28,414 Accrued interest payable 256 451 ACH reserve deposit payable — 745 Accrued taxes payable 973 206 Other 188 181 Accounts payable and other liabilities $ 81,803 $ 120,361 10. PUTTABLE COMMON STOCK, NET OF CURRENT PORTION Puttable common stock from exercise of warrants represents the fair value of outstanding puttable common stock acquired from the exercise of vested warrants by eligible equity rights program participants. The Company remeasured the puttable common stock at each reporting date until the liability was settled and the change in fair value was recognized within non-operating (expense) income in the Company’s condensed consolidated statements of operations. The rights to put shares terminated upon completion of the Company’s IPO in August 2025, and the outstanding puttable common stock was remeasured at fair value and reclassified into common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025. S ee Note 17 - Equity. As of December 31, 2024, the fair value of puttable common stock, net of current portion, was $ 78.4 million. The current portion amounting $ 22.7 million as of December 31, 2024, was included in accounts payable and other liabilities in the condensed consolidated balance sheets. See Note 9 - Accounts Payable and Other Liabilities. 24 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 11. DEBT OBLIGATIONS The carrying value of the Company’s outstanding debt consisted of the following (in thousands, except for interest rate): Interest Rate September 30, 2025 December 31, 2024 Senior secured term loans 2029 Senior Secured Term Loan 12.9 % $ — $ 100,000 Convertible loans 9.5 % 5,000 5,000 Notes payable 8.0 % 1,519 1,519 Total 6,519 106,519 Unamortized debt discount, issue cost, and beneficial conversion factor ( 56 ) ( 69,484 ) Total debt, including current obligations 6,463 37,035 Current portion of long-term debt ( 4,957 ) ( 4,767 ) Total long-term debt $ 1,506 $ 32,268 Prior Loan Agreement In March 2021, the Company entered into a loan agreement, which as amended, resulted in an aggregate principal amount of $ 110.3 million (“Prior Loan Agreement”). This loan was due to mature on April 26, 2024. The Company issued 162,338 warrants to purchase the Company’s common stock to the lender at an exercise price of $ 14.50 . The loan had an effective interest rate of 14.5 %. On April 26, 2024, the Company entered into an agreement to extend the maturity of the Prior Loan Agreement to June 17, 2024. Additionally, the Company extended the expiration of 662,338 outstanding warrants to purchase shares of common stock previously issued in connection with the Prior Loan Agreement to September 30, 2024 from April 26, 2024, resulting in an incremental debt discount of $ 0.5 million. On June 17, 2024, the Company paid the outstanding principal and interest of $ 57.3 million and $ 0.4 million, respectively. The Company recognized $ 4.8 million of interest expense related to the Prior Loan Agreement including $ 1.3 million related to the accretion of the debt discounts and deferred financing costs during the nine months ended September 30, 2024 . 2029 Senior Secured Term Loan On August 21, 2024, the Company entered into a five year loan agreement (the “2029 Senior Secured Term Loan”) for an aggregate principal amount of $ 100 million at a stated interest rate of 12.90 % per annum payable quarterly. The Company received net proceeds of $ 95 million after deducting upfront fees. Prior to the second anniversary of the loan, the lenders, at their sole discretion, could make additional term loans to the Company in an aggregate amount of up to $ 100 million. The 2029 Senior Secured Term Loan was due to mature on August 21, 2029. 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 an exercise price equal to $ 7.15 and $ 8.55 per share, respectively, with an expiration date of August 21, 2032. The warrants included a cashless exercise feature, anti-dilution protection, a put right for unexercised warrants under certain conditions and an automatic exercise requirement immediately prior to expiration. The warrants provided that at any time following the earlier of (i) an event of default, as defined in the loan agreement, or repayment in full of the 2029 Senior Secured Term Loan and (ii) the sixth anniversary of the loan agreement, the lenders, had the right, but not the obligation, to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right would terminate upon completion of a “Qualified IPO,” which is defined as an underwritten public offering by the Company of its common equity interests (a) that results in a publicly traded float of at least $ 500 million as of the date of the initial public offering and (b) where the aggregate primary and secondary offering proceeds, net of underwriting discounts and commissions, are at least $ 250 million. The puttable warrants issued with debt were accounted for as a liability carried at fair value subject to remeasurement at each balance sheet date, with any change in the fair value recognized as a component of non-operating income (expense) in the condensed consolidated statements of operations. A portion of the 2029 Senior Secured Term Loan was attributed to 25 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) the puttable warrants which at the time of issuance had been valued at $ 59.5 million. The initial fair value of the puttable warrants was recorded as a debt discount which was being amortized, together with debt issuance costs amounting to $ 5.8 million, to interest expense using the effective interest method over the life of the loan at an effective interest rate of 52.6 %. As of December 31, 2024, the fair value of the puttable warrants was determined to be $ 64.2 million, respectively. The Company determined the initial and subsequent fair value measurements of the warrant liability using a Black-Scholes valuation model. See Note 15 - Fair Value Measurement. The rights to put warrants terminated upon completion of the Company’s IPO in August 2025. Upon completion of the IPO, the outstanding puttable warrants issued with debt was remeasured at fair value and reclassified into additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025. S ee Note 17 - Equity. In June 2025, the lenders and the Company entered into Amendment No. 1 to the 2029 Senior Secured Loan Agreement pursuant to which the lenders made an incremental term loan to the Company in the aggregate principal amount of $ 40 million on substantially the same terms as the 2029 Senior Secured Term Loan (“Incremental Term Loan”). The Incremental Term Loan had an interest at a rate of 12.90 % per annum, was payable in cash and matured in August 2029. A portion of the proceeds from the Incremental Term Loan was used to fund the purchase price of the TISE Acquisition. The Company received net proceeds of $ 36.9 million after deducting upfront fees and lenders issuance costs. The Company incurred additional issuance costs of $ 3.0 million. The upfront fees together with debt issuance costs was being amortized using the effective interest method over the life of the loan at an effective interest rate of 17.0 %. 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 in an aggregate principal amount of $ 140.0 million. The Company paid $ 178.4 million, including the outstanding interest payable of $ 2.5 million and a prepayment premium of $ 36.0 million. The Company recorded a loss on debt extinguishment of $ 107.7 million, which included the unamortized debt discount and issuance cost balance of $ 71.6 million, the prepayment premium of $ 36.0 million and legal expenses of $ 0.1 million. The Company recognized $ 11.9 million and $ 1.8 million of interest expense related to the 2029 Senior Secured Term Loan during the nine months ended September 30, 2025 and 2024, respectively, including $ 2.8 million and $ 0.3 million related to the accretion of the debt discounts and deferred financing costs. The Company recognized $ 3.1 million and $ 1.8 million of interest expense related to the 2029 Senior Secured Term Loan during the three months ended September 30, 2025 and 2024, including $ 0.7 million and $ 0.3 million related to the accretion of the debt discounts and deferred financing costs, respectively. Convertible loans During 2021, the Company issued $ 56.2 million of convertible promissory notes to existing stockholders and third-party investors. The notes had a three-year term from the date of issuance and accrued interest at a fixed rate of 10 % per annum; the principal and the unpaid interest due were convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $ 18.00 per share until maturity. The Company issued 100,000 warrants at an exercise price of $ 18.00 per share to the Prior Loan Agreement lender for providing consent for the issuance of the convertible notes. The fair value of the warrants was $ 0.2 million, which was recorded as debt discount and is being amortized over the term of the loan. During the period ended March 31, 2024, the Company entered into conversion agreements with certain holders to convert $ 5.8 million of outstanding principal into 322,222 shares of common stock at a conversion price of $ 18.00 . The Company incurred inducement expense of $ 0.2 million which represents the interest payable for the period post-conversion through original maturity. Inducement expense is recognized within other, net in the condensed consolidated statement of operations. The Company issued 5,557 shares for a fair value of $ 0.1 million and paid cash for the remaining $ 0.1 million. During the year ended December 31, 2024, the Company converted the remaining $ 50.4 million of outstanding principal into 2,797,222 shares of common stock at a conversion price of $ 18.00 per share. During the year ended December 31, 2020, the Company issued a 9.5 % convertible loan for $ 5.0 million to an existing stockholder due five years from the date of issuance. Interest is payable quarterly and the loan is convertible into the Company’s common stock at the option of the holder at a price of $ 16.00 per share. On issuance of the loan, the Company extended the maturity date of 1,807,847 warrants issued to the lender and its affiliates, and the change in the fair value of the warrants issued amounted to $ 0.6 million. Should the notes be converted at maturity, the lender will receive a beneficial conversion feature allowing the conversion at 75 % of the lowest issue price. The Company recorded the beneficial 26 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) conversion feature at its intrinsic value of $ 0.4 million. This was recorded as a debt discount and an addition to additional paid-in capital. On January 1, 2024, the unamortized discount of $ 0.1 million was charged to additional paid-in capital upon the adoption of ASU 2020-06. The Company recognized interest expense amounting to $ 0.2 million and $ 0.4 million related to the convertible loans including amortization of debt discount and deferred financing cost of $ 0.1 million for both three months ended September 30, 2025 and 2024 . The Company recognized interest expense amounting to $ 0.6 million and $ 2.8 million related to the convertible loans including amortization of debt discount and deferred financing cost of $ 0.1 and $ 0.3 million for the nine months ended September 30, 2025 and 2024 , respectively Notes Payable In December 2023, the Company issued a $ 1.5 million promissory note at an interest rate of 8 % to an existing shareholder due three 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 the three months ended September 30, 2025 and 2024 and $ 0.1 million for both the nine months ended September 30, 2025 and 2024. The future expected loan repayment related to the senior secured term loan, notes payable and convertible loans as of September 30, 2025 are as follows (in thousands): Remainder of 2025 $ 5,000 2026 1,519 2027 and thereafter — 6,519 Less: Unamortized debt discount and debt issuance costs ( 56 ) Total $ 6,463 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 the nine months ended September 30, 2025 and 2024 is as follows (in thousands): Three months ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Component of interest expense: Contractual interest $ 2,589 $ 1,746 $ 9,689 $ 7,547 Amortization of debt discount and issuance cost and beneficial conversion factor 772 393 2,973 1,914 Interest expense $ 3,361 $ 2,139 $ 12,662 $ 9,461 Lines of Credit As of September 30, 2025, MIAX Futures maintained two unsecured revolving lines of credit with a bank, one for $ 6.0 million and another for $ 4.0 million. Both unsecured lines of credit expire on December 31, 2025. Borrowings bear interest at the bank’s prime rate less 0.25 % (effective rate of 7.00 % as of September 30, 2025 and 7.25 % as of December 31, 2024) and have an annual commitment fee of 0.40 %. MIAX Futures also maintained a secured line of credit with another bank for $ 40 million which will expire on July 28, 2026. The secured line of credit carries an interest at the bank’s prime rate of 7.25 % as of September 30, 2025 and 7.50 % as of December 31, 2024, and an annual commitment fee of 0.25 % through July 2026. At September 30, 2025 and December 31, 2024, there were no amounts outstanding on any lines of credit. No interest expense was incurred related to the above lines of credit for the three months and the nine months ended September 30, 2025 and 2024. MIAX Futures is required to maintain certain financial minimums and restrictions. MIAX Futures complied with all such covenants as of September 30, 2025 . 27 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) As of September 30, 2025 , 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 was no amount outstanding as of September 30, 2025 and December 31, 2024 and Dorman Trading did not incur any interest expense during the three months and nine months ended September 30, 2025 and 2024. 12. GOODWILL AND INTANGIBLE ASSETS The following table presents the details of goodwill by segment (in thousands): Options Futures Equities International Total Balance as of December 31, 2024 $ — $ 46,256 $ — $ 562 $ 46,818 Additions — — — 18,042 18,042 Foreign currency translation — — — ( 121 ) ( 121 ) Balance as of September 30, 2025 $ — $ 46,256 $ — $ 18,483 $ 64,739 As detailed in Note 3 – Business Combinations, on June 5, 2025, the Company acquired TISEG, and the acquired assets and liabilities were recorded at their estimated fair value as of the acquisition date which resulted in $ 18.0 million of goodwill. The entire goodwill was allocated to the International segment. In addition to the goodwill, intangible assets of $ 63.0 million and $ 13.0 million were recorded related to the valuation of exchange license and customer relationships acquired, respectively. The following table presents the gross carrying value and accumulated amortization for intangible assets (in thousands): September 30, 2025 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Book Value Exchange licenses Indefinite $ 166,000 $ — $ ( 425 ) $ 165,575 FCM license Indefinite 6,000 — — 6,000 Customer relationships 13.8 20,250 ( 2,613 ) ( 88 ) 17,549 Other — 200 ( 199 ) — 1 Total $ 192,450 $ ( 2,812 ) $ ( 513 ) $ 189,125 December 31, 2024 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Book Value Exchange licenses Indefinite $ 103,000 $ — $ — $ 103,000 FCM license Indefinite 6,000 — — 6,000 Customer relationships 12.8 7,250 ( 2,032 ) — 5,218 Other 0.8 200 ( 194 ) — 6 Total $ 116,450 $ ( 2,226 ) $ — $ 114,224 28 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) The Company recorded amortization expense of $ 0.4 million and $ 0.1 million for the three months ended September 30, 2025 and 2024 and $ 0.6 million and $ 0.4 million for the nine months ended September 30, 2025 and 2024, respectively. The estimated future amortization expense of the intangible assets is as follows (in thousands): Remainder of 2025 $ 170 2026 1,273 2027 1,273 2028 1,273 2029 1,273 Thereafter 12,376 Total $ 17,638 In 2021, BSX entered into an 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. During 2023, pursuant to a replacement token agreement, BSX received 500 million replacement Pyth tokens which were locked and restricted from trading with a four year unlock 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 in order to receive the Pyth tokens as they unlock. On May 20, 2024, 125 million of the 500 million right to receive Pyth tokens were unlocked by the Pyth Network and during the quarter ended June 30, 2024, BSX sold the 125 million tokens for $ 52.6 million, net of expenses incurred. The net proceeds from the tokens’ sale were recorded as a gain on sale of intangible asset in non-operating (expense) income on the condensed consolidated statement of operations. On May 20, 2025, the second tranche of the 125 million right to receive Pyth tokens were unlocked by the Pyth Network, BSX sold the entire 125 million tokens for $ 16.2 million, net of expenses incurred. The Company recorded a loss on sale of $ 2.1 million, which was the difference between the fair value of the derivative assets 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. Locked Pyth tokens are considered the right to receive crypto tokens. The remaining 250 million locked Pyth tokens as of September 30, 2025 are expected to be unlocked at a rate of 125 million tokens on each of the next two unlock anniversary dates of May 20, 2026 and 2027. The Company received an add itional 0.9 million locke d reward Pyth tokens, which will be unlocked at various times during 2025 through 2028. When BSX becomes entitled to the right to receive crypto tokens, it assesses if such right includes an embedded feature that meets the definition of a derivative requiring separate accounting treatment. At each reporting date, BSX reevaluates its conclusion on whether there is an embedded derivative based on current facts and circumstances. During the second quarter of 2024 , an active market emerged for Pyth tokens, the crypto tokens in which BSX has outstanding rights to receive in exchange for its previous services to certain customers. Prior to the existence of an active market, BSX concluded that the right to receive crypto tokens did not meet the definition of a derivative as there was no market mechanism to net settle the contract so therefore it was not separately accounted for as an embedded derivative. Once an active market was established in the second quarter of 2024 , BSX determined that the right to receive crypto tokens included an embedded derivative to be separately accounted for in accordance with Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. The embedded derivatives are recognized at fair value at each reporting date and recorded in derivative assets (current and noncurrent) in the condensed consolidated balance sheets. Changes in the fair value of the embedded derivatives are reported in unrealized gain (loss) on derivative assets in the condensed consolidated statements of operations. As of September 30, 2025 and December 31, 2024 , the Company recognized the fair value of derivative assets on the condensed consolidated balance sheet amounting to $ 27.0 million and $ 83.8 million. The corresponding change in fair value during the nine months ended September 30, 2025 and 2024 resulted in a loss of $ 39.0 million and a gain of $ 76.7 million, respectively and was recorded in unrealized gain / (loss) on derivative assets within non-operating (expense) income on the condensed consolidated statemen t of operations. The change in fair value for the three months ended September 30, 2025 and 2024 resulted in a gain of $ 8.0 million and $ 10.0 million, respectively. The derivative assets are classified as current or noncurrent in the condensed consolidated balance sheet based on the timing when tranches of Pyth tokens are expected to unlock. 29 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 13. 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 $ 0.3 million for both three months ended September 30, 2025 and 2024, and $ 1.2 million and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively. 14. 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 September 30, 2025 and December 31, 2024 , the Company had performance bonds and guarantee funds totaling $ 308.1 million and $ 413.2 million respectively, as summarized below (in thousands): September 30, 2025 Cash U.S. Treasury Bills (1) Total Margin deposits $ 35,579 $ 216,621 $ 252,200 Security deposits 50,625 5,277 55,902 Total performance bonds and guarantee funds $ 86,204 $ 221,898 $ 308,102 December 31, 2024 Cash U.S. Treasury Bills (1) Total Margin deposits $ 38,594 $ 315,148 $ 353,742 Security deposits 49,150 10,266 59,416 Total performance bonds and guarantee funds $ 87,744 $ 325,414 $ 413,158 __________________ 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 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. For the three months ended September 30, 2025 and 2024, MIAX Futures distributed interest amounting to $ 0.3 million and $ 0.5 million, respectively and for the nine months ended September 30, 2025 and 2024, MIAX Futures distributed interest amounting to $ 0.9 million and $ 1.4 million, respectively, which is reflected within other cost of revenues in the condensed consolidated statement 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 these. 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. 30 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 15. 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): September 30, 2025 Total Level 1 Level 2 Level 3 Assets: Equity securities owned (1) $ 11,888 $ 11,888 $ — $ — Derivative assets (current and non-current portion) 27,007 — 27,007 — Total assets $ 38,895 $ 11,888 $ 27,007 $ — December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Equity securities owned (1) $ 10,218 $ 10,218 $ — $ — Derivative assets (current and non-current portion) 83,840 — 83,840 — Total assets $ 94,058 $ 10,218 $ 83,840 $ — Liabilities: Puttable common stock from exercise of warrants, net of current portion $ 78,424 $ — $ — $ 78,424 Puttable warrants issued with debt 64,188 — — 64,188 Total liabilities $ 142,612 $ — $ — $ 142,612 __________________ 1 These amounts are reflected within other current assets in the condensed consolidated balance sheets. Equity securities 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 12, during 2023, BSX received 500 million Pyth tokens, of which 125 million were unlocked in May 2024 and another 125 million were unlocked in May 2025. As of September 30, 2025 and December 31, 2024 , 250 million tokens and 375 million tokens remained locked. The entire locked Pyth tokens were accounted for as an embedded derivative recognized at fair value at September 30, 2025 and December 31, 2024 . 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. With respect to the puttable common stock and puttable warrants issued with debt, prior to the IPO, the Company engaged a third party to assist the Company in determining the fair value of the Company’s common stock. The fair value of the common stock was determined based upon a variety of factors including two weighted scenarios. The first scenario utilized an IPO exit through a probability-weighted expected return method, while the second scenario utilized a non-IPO exit through a discounted cash flow and guideline public company methodologies. These methods included assumptions about the Company’s historical and projected revenue and earnings, the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, the valuation of comparable companies and other general economic factors including economic growth, inflation, interest rate environment and discount rates. Prior to the termination of the put right associated with the puttable warrants issued with debt upon IPO, the Company also used a Black-Scholes model to determine the value of the warrants where the fair value of the Company’s common stock was used as an input into the valuation. 31 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) At December 31, 2024 , the key inputs into the Black-Scholes model to value the puttable warrants issued with debt were as follows: December 31, 2024 Common stock price $ 22.34 Risk- free interest rate 4.50 % Expected term (years) 7.64 Expected volatility 24.81 % Dividend yield 0.00 % 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 $ 14.2 million and $ 31.0 million as of September 30, 2025 and December 31, 2024 , respectively. There were no impairments or adjustments to the carrying value of the investments without readily determinable fair values during the nine months ended September 30, 2025 and 2024. 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 unless there is a triggering event. The Company may use both qualitative and quantitative approaches when testing goodwill and indefinite-lived intangible assets for impairment. 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. For the year ended December 31, 2024 , the discount rate of 22 % applied to the cash flow analysis was based on the estimated market weighted average cost of capital for the reporting units subjected to quantitative evaluation. The fair value of indefinite-lived intangibles, which consists 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. For the year ended December 31, 2024 , a discount rate of 26 % was applied for indefinite-lived intangibles where an income approach was used, which was based on the estimated market cost of capital adjusted for the specific risk associated with this asset relative to other elements of the business. Fair Value of Assets and Liabilities The Company’s debt obligations are comprised of a fixed rate senior secured term loan, notes payable and convertible loans which are presented at carrying value on the Company’s condensed consolidated balance sheets. The 2029 Senior Secured Term Loan and notes payable were classified as Level 2 under the fair value hierarchy, the fair value of the loans was determined by utilizing a discounted cash flow analysis. The discount rate was determined based on the implied cost of debt. The convertible loans are classified as Level 3 under the fair value hierarchy. The fair value of the convertible loans with $ 16 per share conversion was determined by utilizing the greater of conversion value or a discounted cash flow analysis as well as a Black-Scholes valuation model to measure the fair value attributable to the conversion feature. At September 30, 2025 the Company utilized the conversion value to determine the fair value and at December 31, 2024 , the Company utilized a Black-Scholes valuation model to determine the fair value of the convertible loans which represents their conversion value. 32 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) The key valuation inputs into the Black-Scholes model to value the conversion feature of the Company’s convertible debt at December 31, 2024 were as follows: September 30, 2025 December 31, 2024 Common stock price $ 22.34 Risk- free interest rate 4.17 % Expected term (years) 0.93 Expected volatility 17.0 % Dividend yield 0.00 % The carrying values and fair values of the Company’s debt obligations were as follows (in thousands, except per share amounts): September 30, 2025 December 31, 2024 Carrying Value Fair Value Carrying Value Fair Value 2029 Senior Secured Term Loan (1) $ — $ — $ 30,770 $ 42,108 Notes payable 1,506 1,399 1,498 1,334 Convertible loans (promissory notes convertible at $ 16 per share) 4,957 12,581 4,767 6,981 $ 6,463 $ 13,980 $ 37,035 $ 50,423 __________________ 1 The principal amount of the 2029 Senior Secured Term Loan is $ 0 million and $ 100.0 million on September 30, 2025 and December 31, 2024, respectively. See Note 11 - Debt Obligations. Information on Level 3 Financial Liabilities The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities during the nine months ended September 30, 2025 and year ended December 31, 2024 (in thousands): Puttable Common stock from Exercise of Warrants Puttable Warrants Issued with Debt Balance as of December 31, 2023 $ 79,186 $ — Reclassification of current portion of put liability ( 11,356 ) — Issuance of puttable warrants — 59,526 Fair value adjustments 10,594 4,662 Balance as of December 31, 2024 78,424 64,188 Termination of put liability ( 16,210 ) — Fair value adjustments 2,229 1,172 Conversion upon IPO ( 64,443 ) ( 65,360 ) Balance as of September 30, 2025 $ — $ — 16. COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company from time to time enters into long term agreements with consultants and vendors to provide certain services. As of September 30, 2025, the outstanding commitment was $ 13.8 million, of which $ 0.7 million is payable in 2025, $ 2.7 million in 2026, $ 1.9 million in 2027, $ 1.8 million in 2028, $ 1.7 million in 2029 and $ 5.0 million in 2030 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 33 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 and MIAXdx are both 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 and MIAXdx are 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 September 30, 2025, both MIAX Futures and MIAXdx were in compliance with all DCM and DCO financial requirements. Full Collateralization of MIAXdx Contracts MIAXdx is a fully electronic vertically integrated DCM and DCO, with regulatory approval from the CFTC to list and clear fully collateralized futures and options on futures. Fully collateralized positions are those wherein the DCO holds, at all times, funds or commodities (such as Bitcoin or Ethereum) in the form of the required payment sufficient to cover the maximum possible obligation or loss that a party or a counterparty could incur upon liquidation or expiration of the contract. As of July 24, 2024, MIAXdx delisted all of its physically settled products on its DCM and does not clear any physically settled crypto products on its DCO. Moreover, MIAXdx intends to no longer offer trading or clearing services for any physically settled crypto products. MIAXdx Customer Digital Assets MIAXdx has committed to securely store all participant digital assets. As such, MIAXdx may be liable to its customers for losses arising from theft or loss of private keys. MIAXdx has not incurred any losses related to such obligations and therefore the Company has not accrued any liabilities as of September 30, 2025 and 2024. MIAXdx engages a third-party to provide custodial services for the digital assets maintained by MIAXdx for the benefit of its customers totaling $ 9.7 million and $ 9.3 million at fair value on September 30, 2025 and December 31, 2024 , respectively. These assets are not recorded in the condensed consolidated balance sheets. Additionally, MIAXdx has an obligation to securely store all of these digital assets. As such, MIAXdx monitors its risk of loss associated with such balances and deems the risk of loss to be remote. Therefore, the Company did not record a contingent liability as of September 30, 2025 or December 31, 2024 . The Company has no reason to believe MIAXdx will suffer such a theft or loss of private keys for the following reasons: (i) it has no known or historical experience of such theft or loss; (ii) it has established procedures around private key management to minimize the risk of theft or loss; and (iii) it accounts for and continually verifies the amount of digital assets that would be affected should multiple private keys be lost or stolen. 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 34 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 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 September 30, 2025 and December 31, 2024, Dorman Trading had adjusted net capital of $ 27.7 million and $ 28.5 million, respectively. Under Regulation 1.17, the net capital requirement at September 30, 2025 and December 31, 2024 was $ 4.7 million and $ 4.8 million, respectively. Additionally, as of September 30, 2025 and December 31, 2024, 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. (“Nasdaq”), filed an action against the Company in the U.S. District Court for the District of New Jersey (the “Court”) alleging patent infringement and trade secret misappropriation relating to Nasdaq’s electronic trading technology and platforms. The Company subsequently filed six petitions before the Patent Trial and Appeal Board (“PTAB”) at the United States Patent and Trademark Office (“USPTO”) seeking a determination that the subject patent was invalid under the current law. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. All claims asserted by Nasdaq against the Company under the six patents at issue were invalided by the PTAB in 2019 (the “PTAB Final Written Decisions”). On June 7, 2022, the USPTO Director denied Nasdaq’s request for review of the PTAB Final Written Decisions. On August 31, 2021, the Company filed an Answer and Counterclaims in the NJ District Court (the “Company’s Answer”). The Company’s Answer included denials of the allegations made by Nasdaq in the Complaint and Counterclaims by the Company including monopolization antitrust claims, patent misuse, sham litigation, and fraud on the USPTO by Nasdaq. The Company is seeking 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 and the stay in the Court matter was lifted as all of the PTAB proceedings were concluded with each of the Nasdaq patent claims at issue invalidated. 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 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. The parties each filed motions for summary judgment and motions to exclude certain experts. On September 29, 2025, the Court denied Nasdaq’s and MIAX’s motions for summary judgment, as well as the parties’ motions to exclude certain experts. The Court, granted Nasdaq’s motion to bifurcate MIAX’s equitable defenses of laches and unclean hands. Subsequently, the Court informed the parties that they should re-initiate discovery on the Company’s counterclaims against Nasdaq. The Court further informed the parties that it intends to preside over one trial with two phases, the first being the trade secret claims, followed by the second phase in which the Company would present its counterclaims against Nasdaq. The Company intends to continue defending its interest in this matter vigorously. General As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO, SEF and DCM under the jurisdiction of the CFTC, and a registered exchanges under the jurisdictions of the Bermuda Monetary Authority (“BMA”) and GFSC, each of the MIAX Exchanges, MIAX Futures, MIAXdx and BSX are subject to routine reviews and inspections 35 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) by the SEC, CFTC and BMA, 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. MIAXdx has responded to certain requests for information and documents from the CFTC’s Division of Enforcement and may come under additional regulatory scrutiny, requests or investigations in the future. The requests related to activities prior to the Company’s acquisition of MIAXdx , during the prior ownership of MIAXdx by FTX. The Company cannot predict the outcome of these requests. Any requests, inquiries, investigations or proceedings could result in substantial costs, sanctions, the diversion of resources, including management time, and potential harm to the Company’s reputation, which could have a material adverse effect on its business, financial condition and operating results. 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. 17. EQUITY Common Stock In August 2025, the Company completed its IPO, in which the Company issued and sold 17,250,000 shares of its voting common stock, including 2,250,000 shares issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $ 23.00 per share. The IPO resulted in net proceeds to the Company of $ 369.0 million after deducting the underwriting discounts and commissions and before deducting offering costs of $ 9.6 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. In connection with the IPO, all 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 a one -to-one basis. At September 30, 2025 and December 31, 2024 , 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 September 30, 2025, 81,767,756 and 81,413,957 shares of common stock were issued and outstanding, respectively. As of December 31, 2024, 67,746,555 and 67,708,086 shares of common stock were issued and outstanding (including 4,527,075 shares of puttable common stock), respectively. 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). Each share of nonvoting common stock is convertible into one share of common stock at the option of the holder. Each share of common stock and nonvoting common stock is entitled to receive dividends subject to the rights of the preferred stock. A decision to pay dividends on common stock will be at the discretion of the Company’s board of directors. In February 2024, the Company issued 275,610 shares of common stock with 27,561 warrants to purchase shares of common stock for total proceeds of $ 5.7 million in a private placement transaction. The warrants to purchase shares of common stock have an exercise price equal to $ 20.50 per share and expiration date of three years from the date of issuance. As of September 30, 2025 and December 31, 2024, 41,075,743 and 35,201,810 shares of common stock, respectively, were reserved for issuance in connection with warrants, convertible loans, share-based incentive plans and common stock to be granted to third parties. 36 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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. Prior to the IPO, 10,000,000 shares of the preferred stock had been designated as Series B convertible preferred stock. Each share of Series B convertible preferred stock is convertible into a share of common stock on a one -to-one basis at the option of the holder upon the occurrence of the following events: once the Company becomes a public company, upon a merger or consolidation with or into another legal entity, or upon the sale of all or substantially all of the Company’s assets in which the common stockholders participate. The preferred stock has no voting rights, except with respect to certain transactions for which the preferred stockholders are entitled to vote separately as a class. The Series B convertible preferred stockholders participate as to dividends on the same basis as the common stockholders. During the nine months ended September 30, 2025, prior to the IPO, the Company received proceeds of $ 0.8 million through the exercise of 66,666 options to purchase shares of Series B convertible preferred stock and issued 98,434 shares of Series B convertible preferred stock pursuant to cashless exercises of 207,500 options to purchase shares of Series B convertible preferred stock. During the nine months ended September 30, 2024, the Company issued 35,000 shares of Series B convertible preferred stock upon exercise of outstanding options consisting of 25,000 shares of Series B convertible preferred stock for an aggregate cash proceeds of $ 0.3 million and 10,000 shares of Series B convertible preferred stock pursuant to cashless exercises of 25,000 options to purchase shares of Series B convertible preferred stock. Upon conversion of the Company’s outstanding Series B convertible preferred stock into 946,959 shares of voting common stock in connection with the IPO, such outstanding shares of Series B convertible preferred stock were retired and canceled and may not be reissued by the Company. As a result, the authorized shares of Series B convertible preferred stock decreased to 9,053,041 as of September 30, 2025. At September 30, 2025 and December 31, 2024, there were 0 and 781,859 outstanding shares of Series B convertible preferred stock, respectively. As of September 30, 2025 and December 31, 2024, 0 and 950,416 shares of Series B convertible preferred stock, respectively, were reserved for issuance in connection with share-based incentive plans. 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 September 30, 2025. 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. As of September 30, 2025, there are no outstanding preferred shares with liquidation preferences. 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 treasury stock, at cost in the condensed consolidated balance sheets. The weighted average cost per share held in treasury was $ 23.27 and $ 20.14 as of September 30, 2025 and December 31, 2024, respectively. Warrants The Company issued warrants to purchase shares of common stock primarily in connection with equity rights programs (see Equity Rights Program below), stock issuances, certain debt issuances, and consulting agreements. There were outstanding warrants to acquire 18,581,679 and 14,615,703 shares of common stock outstanding at September 30, 2025 and December 31, 2024, respectively. The outstanding warrants at September 30, 2025 and December 31, 2024 include 1,129,139 and 2,740,068 warrants, respectively, issued to the Company’s Equity Rights Program (“ERP”) participants. 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 2032. As of September 30, 2025 and December 31, 2024, 1,350,000 and 1,808,333 warrants, respectively were unvested. The fair value of each warrant grant was derived using the Black-Scholes option pricing model. The Company recorded $ 0.3 million and $ 1.0 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.0 million and $ 1.6 million for the nine months 37 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) ended September 30, 2025 and 2024 , 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 has a perpetual term, an exercise price equal to $ 0.002 per share and a cashless exercise feature. If the Company pays any dividends or otherwise makes any pro rata distributions to its stockholders, the holder of the pre-funded warrant is 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). On August 21, 2024, in connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders 3,795,564 warrants to purchase shares of the Company’s common stock. The warrants to purchase shares of common stock have an exercise price equal to $ 7.15 per share and $ 8.55 per share for the 2,277,338 and 1,518,226 warrants, respectively, and an expiration date of August 21, 2032. As disclosed in Note 11 - Debt Obligations, prior to the IPO, these warrants had been accounted for as a liability given the put right associated with the financial instruments. Upon completion of the IPO, in accordance with the terms of the 2029 Senior Secured Term Loan, such put right was terminated. Therefore, the Company remeasured the puttable warrants at fair value for $ 65.4 million and reclassified into additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025. During the nine months ended September 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 1,185,348 shares of voting common stock pursuant to cashless exercise of 1,787,334 warrants. During the nine months ended September 30, 2024, the Company raised proceeds of $ 1.5 million through the exercise of 427,489 of previously issued warrants to purchase common stock and issued 1,359,428 shares of voting common stock pursuant to cashless exercise of 2,079,679 warrants. The following table summarizes information about warrant activities for the nine months ended September 30, 2025 and 2024 : Common Stock Warrants Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2024 14,615,703 $ 11.91 Granted 6,793,575 $ 0.002 Exercised ( 2,632,955 ) $ 9.14 Forfeited ( 100,000 ) $ 14.00 Expired ( 94,644 ) $ 15.39 Outstanding at September 30, 2025 18,581,679 $ 7.92 Outstanding at December 31, 2023 15,309,547 $ 11.26 Granted 4,085,624 $ 8.60 Exercised ( 2,507,168 ) $ 6.64 Forfeited ( 1,806,062 ) $ 5.50 Expired ( 386,250 ) $ 14.16 Outstanding at September 30, 2024 14,695,691 $ 11.94 38 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Additional information regarding warrants outstanding as of September 30, 2025 and December 31, 2024 is as follows: Warrants to Purchase Common Stock Weighted Average Exercise Price Expiration Date Number of Warrants Outstanding Pre-funded warrant $ 0.002 Perpetual 6,793,575 Issued with debt $ 8.31 Jul 2026 - Aug 2032 4,002,972 Issued to employees, directors and service providers $ 18.18 Jan 2026 - Mar 2030 2,663,529 Issued with common stock $ 15.34 Apr 2026 - Dec 2027 1,613,781 Purchase of warrants $ 14.50 Dec 2025 - Oct 2026 2,378,683 Issued to strategic investors under ERPs $ 5.50 Aug 2027 1,129,139 Outstanding at September 30, 2025 18,581,679 Warrants to Purchase Common Stock Weighted Average Exercise Price Expiration Date Number of Warrants Outstanding Issued with debt $ 8.34 Jan 2025 - Aug 2032 4,020,471 Issued to employees, directors and service providers $ 18.06 Jun 2025 - Mar 2030 3,862,703 Issued with common stock $ 15.34 Apr 2026 - Dec 2027 1,613,778 Purchase of warrants $ 14.50 Oct 2025 - Dec 2025 2,378,683 Issued to strategic investors under ERPs $ 4.20 Apr 2025 - Sep 2027 2,740,068 Outstanding at December 31, 2024 14,615,703 Equity Rights Program The Company launched its first ERP, ERP I, in September 2013 and subsequently introduced four additional ERPs between February 2015 and September 2020. Each ERP included a certain number of units allowing the Company’s customers to obtain common stock warrants in return for a prepaid fee, which was applied to future purchases by the customer of the Company’s services. The common stock warrants vested in tranches over designated time periods based on certain performance criteria, which generally required the customer to execute qualifying trades on the Company’s exchanges in an amount equal to a specified fixed percentage of the average daily volume of trades on the applicable exchange. The shares of common stock and warrants issued under ERP I and II were classified as liability instruments and the shares of common stock and warrants issued under ERP III, IV and V are classified as equity instruments on the Company’s condensed consolidated balance sheets. The ERP awards were determined by the Company to be consideration payable to a customer and recorded as cost of revenue on the Company’s condensed consolidated statements of operations, based on the grant date fair value of the awards. Warrants issued under ERP I and II vested over a certain period provided that ERP participants met the specific performance criteria, which required the participant to trade an agreed-upon number of options contracts, subject to certain exceptions, on MIAX Options Exchange on a daily basis over a specified number of months. All vested warrants under ERP I and II were exercised before their expiration on August 31, 2020 and January 31, 2022, respectively. Puttable common stock from exercise of ERP I and II warrants: The Company recorded the underlying puttable common stock issued upon exercise of the warrants as a liability. ERP I and II participants had put rights 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. Eligible participants could exercise the put rights during the 90 day period commencing on the initial put vesting date and each anniversary thereof (each, an annual “Put Period”). Put rights terminate upon the sale, transfer or other disposition of puttable common shares held by an ERP participant or the consummation of an initial public offering of the Company’s common stock where the offering proceeds, net of underwriting discounts and commissions, exceed $ 250 million. 39 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) As a result of the termination of the put right associated with the puttable common stock from exercise of ERP I and II warrants upon completion of the Company’s IPO in August 2025, the outstanding puttable common stock was remeasured at fair value and reclassified into common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025. The fair value of the 2,801,862 shares of outstanding puttable common stock at the IPO date of $ 64.4 million was determined based on the offering price of $ 23.00 per share. The puttable common stock was carried at fair value on the condensed consolidated balance sheet as of December 31, 2024. The fair value of the puttable common stock was determined based on the estimated fair value of the Company’s common stock. See Note 15 - Fair Value Measurement for details regarding the Company’s common stock valuation prior to the IPO. The puttable common stock had been remeasured at each reporting period until settlement or when the redemption feature was eliminated and the change in fair value was recorded as non-operating income (expense) within the condensed consolidated statements of operations. The fair value of the puttable common stock, net of current portion from exercise of warrants outstanding was $ 78.4 million at December 31, 2024. The current portion of put obligation included in accounts payable and other liabilities in the condensed consolidated balance sheet as of December 31, 2024 was $ 22.7 million. See Note 9 - Accounts Payable and Other Liabilities. In September 2023, the Company received a put notice (the “September 2023 Put Notice”) from an ERP II participant to redeem 2,231,645 shares of common stock it acquired pursuant to ERP II. In December 2023, the ERP II participant sold 506,432 shares to another ERP participant reducing the net total number of shares subject to the September 2023 Put Notice to 1,725,213 shares with an aggregate put price of $ 34.1 million with one-third of the put obligation of $ 11.4 million due and payable on January 17, 2024 (the put closing the date), and the remaining two payments of $ 11.4 million each to be made on each of the two succeeding calendar year anniversaries of the put closing date. As permitted under the terms of ERP II, in January 2024, the Company elected to defer payment of the first installment of the put obligation of $ 11.4 million. In accordance with such election, two-thirds of the put price or $ 22.7 million was due on January 17, 2025, the first anniversary of the put closing date, with the remaining payment of $ 11.4 million due on January 17, 2027, the third anniversary of the put closing date. On February 21, 2025, after extending the payment date with respect to the two-thirds of the put price or $ 22.7 million from January 17, 2025, the ERP II participant sold the corresponding 1,150,142 shares subject to the September 2023 Put Notice to another ERP participant. In August 2025, the ERP II participant sold the remaining 575,071 shares under the September 2023 Put Notice with a put price of $ 11.4 million to the same entity. In connection with these sales, the put right associated with such shares was terminated and the related current put payable of $ 22.7 million (included in accounts payable and other liabilities) and noncurrent put payable of $ 11.4 million (included in puttable common stock, net of current portion) as of December 31, 2024 were extinguished. The Company then remeasured the fair values of the current put liability for $ 25.7 million and the noncurrent put liability for $ 13.2 million, measured at the respective put termination dates, and recorded the aggregate fair value in common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025. Immediately following the sale of the 575,071 shares of puttable common stock to another ERP participant, such 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. The terms of ERP III, IV and V are similar to ERP I and II, except the shares do not have any put rights and therefore the ERP III, IV and V awards are equity classified. Equity Rights Offering III (ERP III) - On June 30, 2017, the Company entered into a third equity rights offering where the basic terms were similar to the first two offerings with respect to warrant exercise periods, but did not contain a put right. The warrant vesting period ended on December 31, 2020 and no warrant expense was recognized thereafter. In June 2024, all 1,556,706 outstanding ERP III warrants were exercised prior to expiration on June 30, 2024, including the issuance of 987,821 shares of voting common stock pursuant to cashless exercise of 1,151,567 ERP III warrants. Equity Rights Offering IV (ERP IV) - On April 30, 2018, the Company entered into a fourth equity rights offering where the basic terms were similar to the first two offerings with respect to warrant exercise periods, but like ERP III did not contain a put right. The warrant vesting period ended on December 31, 2020 and no warrant expense was recognized thereafter. In April 2025, all 1,610,929 outstanding ERP IV warrants were exercised prior to expiration on April 30, 2025, including the issuance of 699,657 shares of voting common stock pursuant to cashless exercise of 813,161 ERP IV warrants. Equity Rights Offering V (ERP V) - On September 11, 2020, the Company closed a fifth equity rights offering where warrants vest provided that the participant met the specific performance criteria, which required the participants trade an 40 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) agreed-upon number of equities contracts, subject to certain exceptions, on MIAX Pearl on a daily basis over a specified number of months. The warrants expire on the earliest to occur of (i) September 11, 2027, or (ii) the two-year anniversary of the Company’s IPO, or (iii) a merger or sale of the Company. The warrant vesting period ended on June 30, 2024 and no warrant expense was recognized thereafter. The Company recognized warrant expense of $ 1.2 million for the nine months ended September 30, 2024 representing the fair market value associated with vested ERP V warrants. This expense was included in cost of revenues in the condensed consolidated statement of operations. The number of outstanding ERP warrants as of September 30, 2025 and December 31, 2024 are as follows: September 30, 2025 December 31, 2024 ERP IV — 1,610,929 ERP V 1,129,139 1,129,139 Total 1,129,139 2,740,068 18. SHARE-BASED COMPENSATION In accordance with the Company’s stock incentive plans, the Company may grant stock option awards to employees, consultants and non-employee members of the Company’s Board of Directors. The Company may grant restricted stock awards to employees, consultants and non-employee members of the Company’s Board of Directors. 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, 2025, the available shares under the 2022 Plan were increased to a total of 18,852,332 shares. In addition to the 2022 Plan, the Company has outstanding stock awards granted pursuant to the 2021 Stock Option and Incentive Plan for Employees and Consultants (“2021 Plan”) which was effective January 26, 2021, the 2013 Director Stock Incentive Plan and the 2013 Employee Stock Incentive Plan (together, the “2013 Plans”), which were both effective November 15, 2013 and the 2008 Director Stock Incentive Plan and the 2008 Employee and Consultant Stock Incentive Plan (together, the “2008 Plans”). During the year ended December 31, 2022, the Company terminated the 2021 Plan and the 2013 Plans. The Company terminated the 2008 Plans on May 26, 2018. As of September 30, 2025, there were 23,761,042 shares issuable in accordance with the Company’s various Employee and Director Stock Incentive Plans. 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. The following assumptions were used by the Company for determining the fair value of awards granted: Nine Months Ended September 30, 2025 2024 Weighted-average expected term (years) 5.3 – 6.3 5.1 – 6.0 Volatility (range) 26.2 % – 27.2 % 26.3 % – 27.4 % Risk-free interest rate (range) 3.8 % – 4.1 % 3.6 % – 4.5 % Dividend yield 0.00 % 0.00 % The options are exercisable at prices that range from $ 12.00 to $ 26.00 per share and generally vest over a period of up to five years and expire after ten years . The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2025 and 2024 was $ 7.73 and $ 6.98 , respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2025 and 2024 was $ 18.3 million and $ 6.4 million, respectively. 41 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Share-based compensation expense is included in compensation and benefits expense in the condensed consolidated statements of operations. Stock-based compensation expense related to stock options was $ 4.2 million and $ 3.6 million for the three months ended September 30, 2025 and 2024, respectively, and $ 10.2 million and $ 9.1 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, there were $ 27.4 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.17 years. The following table summarizes information about the stock option activity during the nine months ended September 30, 2025 (aggregate intrinsic value, in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2024 21,204,908 $ 15.47 5.36 $ 149,710 Granted 2,617,306 $ 22.41 Exercised ( 1,363,953 ) $ 13.02 Cancelled, expired or forfeited ( 285,674 ) $ 19.90 Outstanding at September 30, 2025 22,172,587 $ 16.38 5.37 $ 529,497 Exercisable at September 30, 2025 17,665,947 $ 15.08 4.43 $ 444,759 Additional information regarding stock options outstanding as of September 30, 2025 is as follows (aggregate intrinsic value, in thousands): Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value Number of Exercisable Options Aggregate Intrinsic Value $ 12.00 8,236,344 2.41 $ 232,759 8,236,344 $ 232,759 $ 13.50 200,000 4.43 5,352 200,000 5,352 $ 14.00 758,559 4.60 19,920 758,559 19,920 $ 15.22 2,495,355 5.21 62,484 2,495,355 62,484 $ 15.50 154,998 5.55 3,838 154,998 3,838 $ 16.14 2,173,658 5.79 52,429 2,173,658 52,429 $ 16.34 54,497 6.15 1,304 54,497 1,304 $ 19.84 1,858,135 7.48 37,943 1,318,993 26,934 $ 20.00 363,518 8.44 7,365 235,420 4,770 $ 20.08 1,715,480 8.69 34,618 593,163 11,970 $ 20.60 24,784 8.22 487 24,784 487 $ 20.76 440,473 7.87 8,589 300,182 5,854 $ 21.32 21,148 9.00 401 21,148 401 $ 22.34 291,541 9.41 5,224 102,787 1,842 $ 22.40 2,232,211 9.71 39,867 — — $ 23.00 80,000 9.86 1,381 — — $ 24.70 94,999 7.00 1,478 63,336 986 $ 25.78 556,986 6.46 8,065 556,986 8,065 $ 25.98 287,401 6.65 4,104 287,401 4,104 $ 26.00 132,500 7.05 1,889 88,336 1,260 22,172,587 5.37 $ 529,497 17,665,947 $ 444,759 42 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Restricted Stock The Company grants restricted stock awards to certain executives and other employees that vest upon the satisfaction of both time-based service and performance-based conditions. In certain cases, restricted stock is granted to certain employees that vest only upon the satisfaction of performance-based conditions such as the Company’s consummation of a deemed liquidation event or an IPO. The total fair value as of the respective vesting dates of restricted stock was $ 52.4 million and $ 29.0 million for the nine months ended September 30, 2025 and 2024 , respectively, including the $ 46.8 million fair value of 2,035,000 restricted stock that vested upon IPO for the nine months ended September 30, 2025. Total compensation expense related to the shares granted was $ 21.3 million and $ 7.5 million for the three months ended September 30, 2025 and 2024, respectively, and $ 33.9 million and $ 21.3 million for the nine months ended September 30, 2025 and 2024 , respectively. Of these amounts, for the three and nine months ended September 30, 2025, the Company recognized $ 11.9 million of compensation expense related to certain awards where the performance condition was met upon the completion of the IPO in August 2025 and $ 7.2 million of compensation expense related to certain awards that vest upon IPO and satisfaction of a subsequent time-based service condition. The compensation expense related to restricted stock is included in employee compensation and benefits on the condensed consolidated statements of operations. Share-based compensation expense related to the restricted stock awards is measured at the grant date fair value of the Company’s common stock. See Note 15 - Fair Value Measurement for details regarding the Company’s common stock valuation prior to the IPO. As of September 30, 2025, there was $ 13.4 million of unrecognized compensation cost. Of this amount, $ 11.9 million relates to awards for which the time-based vesting condition is not fully satisfied, the weighted average period of unrecognized share-based compensation cost is 0.77 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 restricted stock activities during the nine months ended September 30, 2025: Number of Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2024 3,476,663 $ 18.85 Awarded 400,000 $ 22.40 Vested ( 2,284,040 ) $ 18.94 Cancelled or forfeited ( 4,168 ) $ 19.15 Outstanding at September 30, 2025 1,588,455 $ 18.74 In 2010 and 2011, in addition to grants issued under the Employee and Director Stock Incentive Plans, the Company also granted restricted stock awards to certain employees and non-employee service providers that, at the original grant or when subsequently modified, vest only upon the satisfaction of performance-based conditions such as the Company’s consummation of a deemed liquidation event or an IPO. As of December 31, 2024, there were 714,310 unvested restricted shares related to these grants with weighted-average grant date fair value of $ 9.82 per share and $ 3.8 million of unrecognized compensation costs. For the three and nine months ended September 30, 2025, the Company recognized the entire $ 3.8 million of share-based compensation expense related to these awards as the restricted shares vested upon the completion of the IPO in August 2025. At vesting date, the total fair value of the restricted shares amounted to $ 16.4 million. 19. SEGMENT REPORTING The Company previously operated three reportable business segments prior to the quarter ended June 30, 2025. As a result of the TISE Acquisition, beginning with the period ended June 30, 2025, the Company operates four reportable segments: Options, Equities, Futures, and International which is reflective of how the Company’s CODM reviews and operates. Prior period amounts have been recast to conform to the current segment presentation. 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 43 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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, index licensing, 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 as licensing of proprietary equities market data, routing services, and access services. Futures – The Futures segment includes transaction services provided by MIAX Futures, Dorman Trading and MIAXdx, 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 and private equity debt 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 discreet 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. Beginning in the third quarter of 2025 , Management concluded that non-operating (expenses) income and income (loss) before tax provision at the segment-level are provided 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): 44 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Three months ended September 30, 2025 Options Equities Futures International Corporate and Other Consolidated Revenues $ 276,540 $ 38,028 $ 19,364 $ 5,533 $ 313 $ 339,778 Less: Cost of revenue 182,041 33,676 14,578 — — 230,295 Revenues less cost of revenue 94,499 4,352 4,786 5,533 313 109,483 Operating expenses Compensation and benefits 27,373 4,712 16,574 2,720 17,374 68,753 Information technology and communication costs 3,896 1,819 2,653 663 259 9,290 Depreciation and amortization 3,826 1,570 1,692 435 706 8,229 Professional fees and outside services 4,189 514 265 305 5,534 10,807 Acquisition-related costs — — — — — — General, administrative, and other expenses 3,851 595 2,138 627 5,498 12,709 Total operating expenses 43,135 9,210 23,322 4,750 29,371 109,788 Operating income (loss) 51,364 ( 4,858 ) ( 18,536 ) 783 ( 29,058 ) ( 305 ) Non-operating (expense) income Change in fair value of puttable common stock — — — — ( 338 ) ( 338 ) Change in fair value of puttable warrants issued with debt — — — — ( 255 ) ( 255 ) Interest income 482 — 207 111 1,858 2,658 Interest expense and amortization of debt issuance costs — — ( 36 ) — ( 3,342 ) ( 3,378 ) Unrealized gain on derivative assets — — — 7,979 — 7,979 Loss on debt extinguishment — — — — ( 107,656 ) ( 107,656 ) Other, net — — ( 61 ) — ( 1,534 ) ( 1,595 ) Income (loss) before income tax provision $ 51,846 $ ( 4,858 ) $ ( 18,426 ) $ 8,873 $ ( 140,325 ) $ ( 102,890 ) 45 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Three Months Ended September 30, 2024 Options Equities Futures International Corporate and Other Consolidated Revenues $ 200,058 $ 50,647 $ 24,840 $ 806 $ 305 $ 276,656 Less: Cost of revenue 139,133 48,413 19,552 — — 207,098 Revenues less cost of revenue 60,925 2,234 5,288 806 305 69,558 Operating expenses Compensation and benefits 15,456 3,314 11,890 2,036 5,154 37,850 Information technology and communication costs 2,928 1,387 2,274 567 94 7,250 Depreciation and amortization 2,835 1,581 927 146 556 6,045 Professional fees and outside services 4,281 533 1,138 119 6,587 12,658 General, administrative, and other expenses 2,498 418 1,879 584 1,535 6,914 Total operating expenses 27,998 7,233 18,108 3,452 13,926 70,717 Operating income (loss) 32,927 ( 4,999 ) ( 12,820 ) ( 2,646 ) ( 13,621 ) ( 1,159 ) Non-operating (expense) income Change in fair value of puttable common stock — — — — ( 6,791 ) ( 6,791 ) Change in fair value of puttable warrants issued with debt — — — — ( 1,635 ) ( 1,635 ) Interest income 265 — 224 — 351 840 Interest expense and amortization of debt issuance costs — — ( 91 ) — ( 2,117 ) ( 2,208 ) Unrealized gain on derivative assets — — — 10,010 — 10,010 Other, net — — 1,239 — ( 1,942 ) ( 703 ) Income (loss) before income tax provision $ 33,192 $ ( 4,999 ) $ ( 11,448 ) $ 7,364 $ ( 25,755 ) $ ( 1,646 ) 46 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Nine Months Ended September 30, 2025 Options Equities Futures International Corporate and Other Consolidated Revenues $ 799,393 $ 118,466 $ 67,278 $ 8,650 $ 852 $ 994,639 Less: Cost of revenue 530,905 106,092 51,613 — — 688,610 Revenues less cost of revenue 268,488 12,374 15,665 8,650 852 306,029 Operating expenses Compensation and benefits 62,447 11,351 39,883 5,332 27,721 146,734 Information technology and communication costs 11,041 5,119 7,143 1,676 710 25,689 Depreciation and amortization 10,293 4,610 3,655 1,038 1,741 21,337 Professional fees and outside services 12,438 1,534 1,729 881 13,577 30,159 Acquisition-related costs — — — — 2,901 2,901 General, administrative, and other expenses 11,129 1,726 5,865 1,545 9,665 29,930 Total operating expenses 107,348 24,340 58,275 10,472 56,315 256,750 Operating income (loss) 161,140 ( 11,966 ) ( 42,610 ) ( 1,822 ) ( 55,463 ) 49,279 Non-operating (expense) income Change in fair value of puttable common stock — — — — ( 2,229 ) ( 2,229 ) Change in fair value of puttable warrants issued with debt — — — — ( 1,172 ) ( 1,172 ) Interest income 1,248 — 599 131 3,393 5,371 Interest expense and amortization of debt issuance costs — — ( 106 ) — ( 12,604 ) ( 12,710 ) Loss on sale of intangible asset — — — ( 2,054 ) — ( 2,054 ) Unrealized loss on derivative assets — — — ( 39,039 ) — ( 39,039 ) Loss on debt extinguishment — — — — ( 107,656 ) ( 107,656 ) Other, net ( 1 ) — 2,183 ( 62 ) 8,645 10,765 Income (loss) before income tax provision $ 162,387 $ ( 11,966 ) $ ( 39,934 ) $ ( 42,846 ) $ ( 167,086 ) $ ( 99,445 ) 47 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Nine Months Ended September 30, 2024 Options Equities Futures International Corporate and Other Consolidated Revenues $ 599,171 $ 141,994 $ 71,684 $ 2,460 $ 867 $ 816,176 Less: Cost of revenue 424,751 141,478 56,008 — — 622,237 Revenues less cost of revenue 174,420 516 15,676 2,460 867 193,939 Operating expenses Compensation and benefits 42,763 9,562 34,003 6,374 14,525 107,227 Information technology and communication costs 8,606 4,138 6,777 1,614 307 21,442 Depreciation and amortization 8,116 4,496 2,401 427 1,667 17,107 Professional fees and outside services 13,523 1,622 3,859 584 15,075 34,663 General, administrative, and other expenses 8,427 1,553 4,856 1,480 7,167 23,483 Total operating expenses 81,435 21,371 51,896 10,479 38,741 203,922 Operating income (loss) 92,985 ( 20,855 ) ( 36,220 ) ( 8,019 ) ( 37,874 ) ( 9,983 ) Non-operating (expense) income Change in fair value of puttable common stock — — — — ( 8,149 ) ( 8,149 ) Change in fair value of puttable warrants issued with debt — — — — ( 1,635 ) ( 1,635 ) Interest income 805 — 687 — 484 1,976 Interest expense and amortization of debt issuance costs — — ( 137 ) — ( 9,395 ) ( 9,532 ) Gain on sale of intangible asset — — — 52,604 — 52,604 Unrealized gain on derivative assets — — — 76,684 — 76,684 Other, net — — 953 — ( 1,102 ) ( 149 ) Income (loss) before income tax provision $ 93,790 $ ( 20,855 ) $ ( 34,717 ) $ 121,269 $ ( 57,671 ) $ 101,816 20. INCOME TAXES The Company calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to the ordinary income or loss for the reporting period, which excludes any unusual or infrequently occurring discrete items, together with any discrete tax amounts for the reporting period, in accordance with ASC 740, “Income Taxes”. The Company has U.S. federal net operating loss (“NOL”) carryforwards available to reduce future U.S. federal taxable income and generally can be carried forward indefinitely, but are subject to a limitation on deductibility equal to 80% of federal taxable income in any given year for NOLs arising in tax years beginning after December 31, 2017. Due to the availability of these NOL carryforwards and other federal tax attributes, the Company has no current U.S. federal income tax liability. The Company has current U.S. state tax in certain states because of limitations in deductibility of NOL carryforwards in those states. The Company provides a valuation allowance against its net U.S. deferred tax assets, on the basis that it is more likely than not that the assets will not be realized, and records a deferred tax liability on U.S. indefinite lived assets. Consequently, the provision for income taxes is primarily driven by current U.S. state tax in states with limitations in deductibility of NOL carryovers, changes in the deferred tax liability on U.S. indefinite lived assets and Guernsey tax on TISE's income. The effective tax rates (“ETRs”) for the nine months ended September 30, 2025 and 2024 were ( 0.5 )% and 2.7 %, respectively, and for the three months ended September 30, 2025 and 2024 were 0.8 % and ( 94.7 )%, respectively. The ETRs differ from the statutory U.S. federal rate of 21.0% primarily due to the valuation allowance against the net U.S. 48 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) deferred tax asset. The ETRs for the nine months and three months ended September 30, 2025 were different to the ETRs for the same periods in 2024 mainly due to changes in the valuation allowance. On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act which introduced significant changes to numerous areas of U.S. federal income tax law, including permanency of certain provisions in the Tax Cuts and Jobs Act, R&D expensing, and bonus depreciation. This resulted in an income tax benefit in the third quarter of 2025. 21. RELATED PARTY TRANSACTIONS Loan transactions During 2021, the Company issued convertible promissory notes to certain related parties amounting to $ 48.1 million at an interest rate of 10 % per annum with a maturity date three years from date of issuance. The notes along with all accrued but unpaid interest is convertible at the option of the lender into shares of common stock of the Company at a conversion price of $ 18.00 per share until the maturity date of such notes. On March 31, 2024, the Company entered into an agreement with the lender to convert $ 2.0 million of the outstanding loan into 111,111 shares of the Company’s common stock. On May 2, 2024, the remaining $ 46.1 million was converted into 2,561,111 shares of the Company’s common stock. See Note 11 - Debt Obligations. In December 2020, the Company had issued convertible promissory notes to a shareholder of the Company in the principal amount of $ 5.0 million, at an interest rate of 9.5 % per annum. In consideration for making the loan, the Company agreed to extend the expiration dates until December 31, 2025 for an aggregate total of 1,807,847 warrants to purchase Company common stock previously issued. The outstanding principal was $ 5.0 million at September 30, 2025 and December 31, 2024 . The outstanding interest was $ 0.1 million and $ 0.2 million at September 30, 2025 and December 31, 2024 , respectively. Financial consulting, placement and professional fees The Company has entered into agreements with companies affiliated with certain shareholders, directors, and executive officers of the Company, to provide consulting services to the Company in exchange for compensation. During the nine months ended September 30, 2025 and 2024, the Company paid $ 2.7 million and $ 1.1 million, respectively, for certain consulting services. In addition, during the nine months ended September 2024, the Company paid an advisory fee of $ 4.3 million to a company affiliated with a director in connection with the 2029 Senior Secured Term Loan, which was recorded as debt discount which was amortized over the term of the loan. The Company issued 137,500 warrants to a related party during the nine months ended September 30, 2024 for certain stockholder services to be rendered which warrants vest upon the completion of the agreed upon services. There were no warrants issued to related parties during the nine months ended September 30, 2025. Private placement sales of stock and warrants During the period ended September 30, 2024 , the Company issued 275,610 shares of common stock with 27,561 warrants to purchase shares of common stock for total proceeds of $ 5.7 million in a private placement transaction to a related party. The warrants to pur chase shares of common stock have an exercise price equal to $ 20.50 per share and expiration date of three years from the date of issuance. There were no purchases of common stock or warrants to purchase common stock by related parties during the nine months ended September 30, 2025. 49 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 22. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Basic net income (loss) per share: Net income (loss) $ ( 102,080 ) $ ( 3,205 ) $ ( 99,973 ) $ 99,095 Net loss attributable to non-controlling interest — ( 1 ) — ( 137 ) Net income (loss) attributable to Miami International Holdings, Inc. $ ( 102,080 ) $ ( 3,204 ) $ ( 99,973 ) $ 99,232 Weighted-average common shares outstanding 70,128,197 63,246,820 66,168,315 60,477,992 Basic net income (loss) per share $ ( 1.46 ) $ ( 0.05 ) $ ( 1.51 ) $ 1.64 Diluted net income (loss) per share: Net income (loss) attributable to Miami International Holdings, Inc. $ ( 102,080 ) $ ( 3,204 ) $ ( 99,973 ) $ 99,232 Add: convertible debt interest expense, net of tax — — — 1,932 Adjusted net income (loss) attributable to Miami International Holdings, Inc. $ ( 102,080 ) $ ( 3,204 ) $ ( 99,973 ) $ 101,164 Weighted-average common shares and share equivalents outstanding 70,128,197 63,246,820 66,168,315 75,212,560 Diluted net income (loss) per share $ ( 1.46 ) $ ( 0.05 ) $ ( 1.51 ) $ 1.35 The potentially dilutive shares of common stock that have been excluded from the calculation of earnings per share because of the anti-dilutive effect for the three and nine months ended September 30, 2025 and 2024 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Outstanding stock options 22,172,587 21,288,007 22,172,587 5,358,707 Warrants to purchase shares of common stock 18,581,679 14,695,691 18,581,679 1,092,625 Convertible preferred stock — 781,859 — 781,859 Debt convertible into shares of common stock 321,477 516,149 321,477 — Unvested restricted stock awards 1,588,455 3,557,923 1,588,455 910,000 Total potentially diluted shares of common stock 42,664,198 40,839,629 42,664,198 8,143,191 23. 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 September 30, 2025 , 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 $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2025, respectively and $ 0.1 million for both three and nine months ended September 30, 2024 . Lease expense related to office space amounted to $ 2.6 million and $ 1.6 million for the three months ended September 30, 2025 and 2024, respectively and $ 6.4 million and $ 4.8 million for the nine months ended September 30, 2025 and 2024, respectively, and are recorded within occupancy costs in the condensed consolidated statements of operations. 50 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) Lease expense related to the data centers amounted to $ 2.7 million and $ 2.5 million for the three months ended September 30, 2025 and 2024, respectively, Lease expense related to the data centers amounted to $ 7.8 million and $ 7.2 million for the nine months ended September 30, 2025 and 2024, respectively, and are recorded within information technology and communication costs in the condensed consolidated statements of operations. The components of operating lease cost for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease cost: Fixed lease cost $ 3,491 $ 2,265 $ 7,609 $ 6,755 Short-term lease cost 106 118 277 118 Variable lease cost 1,671 1,655 6,325 5,107 Total operating lease cost $ 5,268 $ 4,038 $ 14,211 $ 11,980 Supplemental cash flow information related to the operating leases for the nine months ended September 30, 2025 and 2024 is as follows (in thousands): Nine Months Ended September 30, 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 6,662 $ 5,760 The following table presents the supplemental balance sheet information related to operating leases at September 30, 2025 and December 31, 2024 (in thousands): September 30, 2025 December 31, 2024 Operating lease right of use assets $ 16,694 $ 15,478 Total right of use asset $ 16,694 $ 15,478 Current portion of operating lease liability $ 6,127 $ 6,622 Non-current operating lease liabilities 18,617 15,438 Less: Tenant improvement allowance receivable ( 929 ) ( 2,426 ) Total leased liabilities $ 23,815 $ 19,634 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: Nine Months Ended September 30, 2025 2024 Operating Finance Operating Finance Weighted average remaining lease term (years) 5.21 years 3.62 years 5.62 years 4.01 years Weighted average discount rate 17.8 % 8.0 % 17.6 % 7.9 % 51 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (unaudited) 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 September 30, 2025 are as follows (in thousands): Operating Lease Finance Lease 2025 $ 2,634 $ 50 2026 10,642 199 2027 7,439 174 2028 2,711 105 2029 2,697 105 Thereafter 13,662 17 Total lease payments 39,785 650 Less: imputed interest ( 15,041 ) ( 68 ) Total lease liabilities 24,744 582 Less: current lease liabilities ( 6,127 ) ( 170 ) Total non-current lease liabilities $ 18,617 $ 412 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): 2025 $ 341 2026 1,268 2027 645 2028 373 2029 337 Thereafter 80 Total lease receivable $ 3,044 24. 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. 52 Table of Contents Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report, and should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report, and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2024 included in the Final Prospectus. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods shown, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.” Data as of and for the three and nine months ended September 30, 2025 and 2024 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. Overview Our Company We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies. Our MIAX Exchanges, MIAX Futures and BSX marketplaces are enabled by in-house built, proprietary technology. We believe the speed and performance of our proprietary technology coupled with our fully integrated, award-winning customer service, sets us apart from our competitors. 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 own MIAXdx, a DCM and DCO. In August 2025, we raised $396.8 million in gross proceeds from our IPO of 17,250,000 shares of common stock, including the full exercise of the underwriters' over-allotment option. 2029 Senior Secured Term Loan On August 21, 2024, the Company entered into the 2029 Senior Secured Term Loan for an aggregate principal amount of $100 million at a stated interest rate of 12.90% per annum payable quarterly. The Company received net proceeds of $95 million after deducting upfront fees. Prior to the second anniversary of the loan, the lenders, at their sole discretion, could make additional term loans to the Company in an aggregate amount of up to $100 million. The 2029 Senior Secured Term Loan was due to mature on August 21, 2029. 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 an exercise price equal to $7.15 and $8.55 per share, respectively, with an expiration date of August 21, 2032. The warrants included a cashless exercise feature, anti-dilution protection, a put right for unexercised warrants under certain conditions and an automatic exercise requirement immediately prior to expiration. The warrants provided that at any time following the earlier of (i) an event of default, as defined in the loan agreement, or repayment in full of the 2029 Senior Secured Term Loan and (ii) the sixth anniversary of the loan agreement, the lenders, had the right, but not the obligation, to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right terminates upon completion of a “Qualified IPO,” which is defined as an underwritten public offering by the Company of its common equity interests (a) that results in a publicly traded float of at least $500 million as of the date of the initial public offering and (b) where the aggregate primary and secondary offering proceeds, net of underwriting discounts and commissions, are at least $250 million. 53 Table of Contents The puttable warrants issued with debt were accounted for as a liability carried at fair value subject to remeasurement at each balance sheet date, with any change in the fair value recognized as a component of non-operating income (expense) in the condensed consolidated statements of operations. A portion of the 2029 Senior Secured Term Loan was attributed to the puttable warrants which at the time of issuance had been valued at $59.5 million. The initial fair value of the puttable warrants was recorded as a debt discount which was being amortized, together with debt issuance costs amounting to $5.8 million, to interest expense using the effective interest method over the life of the loan at an effective interest rate of 52.6%. As of December 31, 2024, the fair value of the puttable warrants was determined to be $64.2 million, respectively. The Company determined the initial and subsequent fair value measurements of the warrant liability using a Black-Scholes valuation model. See Note 15 - Fair Value. The rights to put warrants terminated upon completion of the Company’s IPO in August 2025. Upon completion of the IPO, the outstanding puttable warrants issued with debt was remeasured at fair value and reclassified to additional paid-in capital in the condensed consolidated balance sheet as of September 30, 2025 See Note 17 - Equity. In June 2025, the lenders and the Company entered into Amendment No. 1 to the 2029 Senior Secured Loan Agreement pursuant to which the lenders made an incremental term loan to the Company in the aggregate principal amount of $40 million on substantially the same terms as the 2029 Senior Secured Term Loan. The Incremental Term Loan had an interest at a rate of 12.90% per annum, was payable in cash and matured in August 2029. The proceeds from the Incremental Term Loan was used to fund a portion of the purchase price of the TISE Acquisition. The Company received net proceeds of $36.9 million after deducting upfront fees and lenders issuance costs. The Company incurred additional issuance costs of $3.0 million. The upfront fees together with debt issuance costs was being amortized using the effective interest method over the life of the loan at an effective interest rate of 17.0%. On August 18, 2025, the Company used proceeds from the IPO to repay entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million. The Company paid $178.4 million, including the outstanding interest payable of $2.5 million and a prepayment premium of $36.0 million. The Company recorded a loss on debt extinguishment of $107.7 million, which included the unamortized debt discount and issuance cost balance of $71.6 million, the prepayment premium of $36.0 million and legal expenses of $0.1 million. The Company recognized $11.9 million and $1.8 million of interest expense related to the 2029 Senior Secured Term Loan during the nine months ended September 30, 2025 and 2024, respectively, including $2.8 million and $0.3 million related to the accretion of the debt discounts and deferred financing costs. The Company recognized $3.1 million and $1.8 million of interest expense related to the 2029 Senior Secured Term Loan during the three months ended September 30, 2025 and 2024, including $0.7 million and $0.3 million related to the accretion of the debt discounts and deferred financing costs, respectively. Pyth Tokens Unlocking 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 Pyth tokens which became inaccessible in 2022 resulting in an impairment of those assets. During 2023, pursuant to a replacement token agreement, BSX received 500 million replacement Pyth tokens which were locked and restricted from trading with a four year unlock schedule commencing on May 20, 2024. The Company 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. On May 20, 2024, the first 125 million Pyth tokens were unlocked by Pyth. During the quarter ended June 30, 2024, BSX sold the 125 million tokens for $52.6 million, net of expenses incurred. The net proceeds from the token sale were recorded as a gain on sale of intangible asset in non-operating (expense) income on the consolidated statement of operations. On May 20, 2025, another 125 million Pyth tokens were unlocked by Pyth and subsequently sold by the Company during the second quarter of 2025 for $16.2 million, net of related expenses. 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 as an active market was established for these tokens in the second quarter of 2024 and are therefore recognized at fair value at each reporting date and recorded in derivative assets (current and noncurrent) in the consolidated balance sheets with the changes in the fair value recognized in non-operating (expense) income on the consolidated statements of 54 Table of Contents operations. As of September 30, 2025, the fair value of derivative assets associated with the 250 million locked Pyth tokens amounted to $27.0 million. TISE Acquisition On June 5, 2025, MIH, through 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). TISEG, through its subsidiary, TISEA provides financial markets and securities services to public and private companies. TISEA operates TISE. Headquartered in Guernsey, TISE’s Qualified Investor Bond Market (“QIBM”) is a leading market in Europe for listing high yield bonds, private equity debt and has a growing reputation for securitization transactions. TISE also has a pool of investment funds, a significant share of the market for listed UK Real Estate Investment Trusts (“REITs”) and hosts a sustainable finance segment, TISE Sustainable. Our Business Model Business Segments We report four business segments: Options, Equities, Futures, and International. Segment performance is primarily based on revenues less cost of revenues, operating income and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”). We have aggregated all of our corporate costs and eliminations, as well as other business ventures, within Corporate and Other; however, operating expenses that relate to activities of a specific segment have been allocated to that segment. Management allocates resources, assesses performance and manages our business according to these four business segments: 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 licensing of proprietary options market data, index licensing 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 as licensing of proprietary equities market data, routing services and access services. 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. In October 2022, we acquired Dorman Trading, a full-service FCM registered with the CFTC, which is included within the Futures segment. In May 2023, we acquired MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC, which is also included within the Futures segment. 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. Key Factors Driving Our Performance In broad terms, our business performance is impacted by several drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of trends, including: • trading volumes in listed equity options; trading volumes in listed futures; volumes in listed equity securities and ETFs; • our ability to continue expanding market share in listed equity options, listed futures, and listed equity securities and ETFs; 55 Table of Contents • the demand for and pricing structure of the U.S. Tape Plan market data distributed by the Securities Information Processors (“SIPs”) and the market data distributed by OPRA which determine the pool size of the industry market data revenue we receive based on a known formula using trading and/or quoting activity, as required by Regulation National Market System (“NMS”); • consolidation and expansion of our customers and competitors in the industry; • the demand for information about, or access to, our markets, which is dependent on the products we trade, our importance as a liquidity center and the quality and pricing of our data and access services; • continuing pressure in transaction fee pricing due to intense competition; • inverted pricing, where liquidity payments exceed transaction revenues, implemented to attract volume in listed equity securities and ETFs and volumes on our proprietary products; • regulatory changes relating to market structure and increased capital requirements and those which affect certain types of instruments, transactions, pricing structures, capital market participants or reporting or compliance requirements; and • significant structural, political and monetary issues as well as macroeconomic effects of global events, such as health crisis and pandemics and geopolitical issues such as regional conflicts or wars which have resulted and may continue to result in an increased or subdued level of market volatility, changes in trading volumes and greater market uncertainty. Key Components of Our Results of Operations Revenues Transaction and Clearing Fees Transaction fees represent fees we charge to our exchange member firms, as customers, for the performance obligation of executing a trade on our exchanges and comprise the majority of our 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 our published fee schedules. Transaction fees also include Dorman Trading’s sales and brokerage commissions generated by customers trading activity on options and futures. 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 us 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 our published fee schedules. 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. In the event that a customer prepays for transaction fees, revenue is recognized as transactions occur. Tiered discounts are offered to customers based on the amount of trades that are executed on our exchanges. As these are volume driven, they reduce the transaction price and are recorded net in transaction fees. Liquidity payments are paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as cost of revenues. 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 our 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 our securities markets and are calculated and billed monthly. 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 and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. The Section 31 fee collected by us is ultimately payable to the SEC, and therefore we record a corresponding cost of revenues. 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 our exchanges 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 56 Table of Contents member firms, and use other related functions of the exchanges. Access fees are billed monthly in accordance with our published fee schedules and are recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments. Market Data Fees We charge market data fees for making market data available to customers either through direct subscriptions or through our participation in 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 basis. 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 segments. Other Revenue Other revenue primarily includes initial and annual listing fees from TISE, BSX, and MIAX Futures listings, member fines, office rental income and interest income from MIAX Futures and Dorman Trading clearing operations. Concentration of Revenue The following tables summarize each customer’s revenue concentration as a percentage of the Company’s total revenues during the three and nine months ended September 30, 2025 and 2024: Three Months Ended Nine Months Ended September 30, September 30, 2025 2024 2025 2024 Customer 1 16 % 14 % 15 % 15 % Customer 2 18 % 15 % 19 % 15 % Customer 3 11 % 12 % 11 % 12 % While the Company has historically had certain recurring customers, no customer is contractually or otherwise obligated to continue to use our services and therefore there is no assurance that recurring customers or revenues will continue in future periods. Cost of Revenues Liquidity Payments Liquidity payments are directly correlated to the volume of securities traded on our markets. We record liquidity payments paid to market participants providing liquidity and/or order flow as cost of revenues and consider them to be a distinct service. In certain instances, including for new segments and proprietary products, liquidity payments exceed transaction fees resulting in inverted pricing. In our Equities segment, we currently offer liquidity payments higher than transaction fees to attract order flow that might otherwise trade on other exchanges. For certain new products in our Futures segment, we currently waive certain transaction fees and provide liquidity payments to attract volumes from competing proprietary products offered on other exchanges. Additionally, in our Futures segment through Dorman Trading, we record liquidity payments to introducing brokers. Brokerage, Clearing and Exchange Fees Brokerage, clearing and exchange fees include fees incurred by Dorman Trading for clearing and settlement services paid to executing brokers, exchanges, clearing organizations and banks. There are also various rules that require U.S. options and equities trade executions occur at the National Best Bid/Offer (“NBBO”) displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby our equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers to facilitate such delivery. Additionally, within brokerage, clearing and exchange fees are costs incurred by MIAX Futures for futures trades executed on CME Globex. This expense ceased beginning June 30, 2025 when MIAX Futures migrated off of the CME Globex platform and onto the MIAX Futures Onyx trading platform. 57 Table of Contents Section 31 Fees Exchanges under the authority of the SEC (MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. 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 and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. Equity Rights Program We incur expenses for certain share-based payment awards as part of our ERPs. Under these programs, we record the fair value of the number of shares that vest in a period as a cost of revenues. The vesting period for the last share-based payment, related to ERP V, commenced January 1, 2021 and ended June 30, 2024. No warrant expense was recognized thereafter. Revenues generated during the nine months ended September 30, 2024 exceeded the costs incurred with respect to ERP V participants. See “Segment Operating Results — Equities” for additional information. Other Cost of Revenues Other cost of revenues include interest paid to customers generated from customer funds deposited with Dorman Trading to satisfy margin requirements held by third-party banks or on deposit with or pledged to clearing organizations or other FCMs, as well as the investment of customer funds in allowable securities, primarily U.S. Treasury obligations. MIAX Futures pays interest to clearing members from member funds deposited with MIAX Futures as clearinghouse performance bonds and guarantee funds. Also included with other cost of revenues are third-party trading platform fees which are recharged to customers. These costs are incurred in our Futures segment by Dorman Trading. Operating Expenses Compensation and Benefits Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the date of grant and the related service period. Certain outstanding equity awards vested or had vesting accelerated upon the Company’s initial public offering. Information Technology and Communications Information technology and communications consists primarily of costs related to hosted data centers, maintenance and support of computer equipment and software, circuits supporting our wide area network and fees paid to information vendors for market data. Depreciation and Amortization Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software and the amortization of intangible assets. Occupancy Occupancy costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities and real estate taxes. Professional Fees and Outside Services Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to legal, technology support, regulatory, audit and tax advisory services. 58 Table of Contents Marketing and Business Development Marketing and business development includes marketing programs for new products, branding, promotions and corporate events. Acquisition-Related Costs Acquisition-related costs relate to the TISE Acquisition. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, and other external costs directly related to the acquisition. General, Administrative, and Other Expenses General, administrative, and other expenses represent all other costs necessary to support our operations including travel and entertainment, Board fees and commercial insurance. Non-Operating Income (Expense) 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, loss on extinguishment of debt, interest earned on the investing of excess cash, consideration paid for termination of put liability, unrealized gains and losses on derivative assets (right to receive Pyth tokens), and gains and losses on sale of intangible assets. Results of Operations The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations. We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance. These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. See the footnotes below for definitions, additional information and reconciliations to the closest GAAP measure. 59 Table of Contents Comparison of the Three and Nine Months Ended September 30, 2025 and 2024 Overview The following summarizes changes in financial performance for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024 (in thousands, except share, per share amounts and percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Total revenues $ 339,778 $ 276,656 $ 63,122 22.8 % $ 994,639 $ 816,176 $ 178,463 21.9 % Total cost of revenues 230,295 207,098 23,197 11.2 % 688,610 622,237 66,373 10.7 % Revenues less cost of revenues 109,483 69,558 39,925 57.4 % 306,029 193,939 112,090 57.8 % Total operating expenses 109,788 70,717 39,071 55.2 % 256,750 203,922 52,828 25.9 % Operating income (loss) (305) (1,159) 854 * 49,279 (9,983) 59,262 * Income (loss) before income tax provision (102,890) (1,646) (101,244) * (99,445) 101,816 (201,261) * Income tax benefit (expense) 810 (1,559) 2,369 * (528) (2,721) 2,193 * Net income (loss) (102,080) (3,205) (98,875) * (99,973) 99,095 (199,068) * Net loss attributable to non-controlling interest — (1) 1 * — (137) 137 * Net income (loss) attributable to MIH $ (102,080) $ (3,204) $ (98,876) * $ (99,973) $ 99,232 $ (199,205) * Basic earnings per share $ (1.46) $ (0.05) $ (1.41) * $ (1.51) $ 1.64 $ (3.15) * Diluted earnings per share $ (1.46) $ (0.05) $ (1.41) * $ (1.51) $ 1.35 $ (2.86) * Basic weighted average shares outstanding 70,128,197 63,246,820 6,881,377 10.9 % 66,168,315 60,477,992 5,690,323 9.4 % Diluted weighted average shares outstanding 70,128,197 63,246,820 6,881,377 10.9 % 66,168,315 75,212,560 (9,044,245) (12.0) % Adjusted revenues less cost of revenues (1) $ 109,483 $ 69,558 $ 39,925 57.4 % $ 306,029 $ 195,914 $ 110,115 56.2 % EBITDA (2) $ (93,941) $ 5,768 $ (99,709) * $ (70,769) $ 126,616 $ (197,385) * EBITDA margin (3) (85.8) % 8.3 % (94.1) pts * (23.1) % 65.3 % (88.4) pts * Adjusted EBITDA (2) $ 48,019 $ 18,690 $ 29,329 156.9 % $ 136,937 $ 52,744 $ 84,193 159.6 % Adjusted EBITDA margin (3) 43.9 % 26.9 % 17.0 pts 63.2 % 44.7 % 26.9 % 17.8 pts 66.2 % Adjusted earnings (4) $ 39,947 $ 8,273 $ 31,674 382.9 % $ 107,733 $ 25,342 $ 82,391 325.1 % Adjusted earnings margin (4) 36.5 % 11.9 % 24.6 pts 206.7 % 35.2 % 12.9 % 22.3 pts 172.9 % Adjusted diluted earnings per share (4) $ 0.42 $ 0.11 $ 0.31 281.8 % $ 1.28 $ 0.34 $ 0.94 276.5 % Diluted weighted average shares outstanding used for adjusted diluted earnings per share 96,100,563 75,669,313 20,431,250 27.0 % 84,197,990 75,212,560 8,985,430 11.9 % __________________ * Not meaningful (1) Adjusted revenues less cost of revenues is defined as revenues less cost of revenues excluding the cost of the ERP. Adjusted revenues less cost of revenues does not represent, and should not be considered as an alternative to, revenues less cost of revenues as determined in accordance with GAAP. We have presented revenues less cost of revenues and adjusted revenues less cost of revenues because we consider them important supplemental measures of our performance. In addition, we use adjusted revenues less cost of revenues as a measure of operating performance for preparation of our forecasts. Other companies may calculate revenues less cost of revenues and adjusted revenues less cost of revenues differently than we do. Revenues less cost of revenues and adjusted revenues less cost of revenues 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. (2) 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, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, 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. (3) EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues. (4) 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, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments. Adjusted earnings margin represents adjusted earnings divided by adjusted revenues less 60 Table of Contents 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. The following sets forth our results of operations by segment (in thousands): Three Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees $ 245,406 $ 31,899 $ 15,424 $ 85 $ — $ 292,814 Access fees 23,076 3,761 275 41 (57) 27,096 Market data fees 7,011 2,368 1,279 80 (8) 10,730 Other revenue 1,047 — 2,386 5,327 378 9,138 Total revenues 276,540 38,028 19,364 5,533 313 339,778 Cost of revenues: Liquidity payments 180,950 33,470 2,866 — — 217,286 Brokerage, clearing, and exchange fees 1,091 206 10,315 — — 11,612 Other cost of revenues (1) — — 1,397 — — 1,397 Total cost of revenues 182,041 33,676 14,578 — — 230,295 Revenues less cost of revenues 94,499 4,352 4,786 5,533 313 109,483 Operating expenses: Compensation and benefits 27,373 4,712 16,574 2,720 17,374 68,753 Information technology and communication costs 3,896 1,819 2,653 663 259 9,290 Depreciation and amortization 3,826 1,570 1,692 435 706 8,229 Occupancy costs 1,807 227 703 259 572 3,568 Professional fees and outside services 4,189 514 265 305 5,534 10,807 Marketing and business development 150 36 326 99 148 759 General, administrative, and other 1,894 332 1,109 269 4,778 8,382 Total operating expenses 43,135 9,210 23,322 4,750 29,371 109,788 Operating income / (loss) 51,364 (4,858) (18,536) 783 (29,058) (305) Non-operating (expense) income: Change in fair value of puttable common stock — — — — (338) (338) Change in fair value of puttable warrants issued with debt — — — — (255) (255) Interest income 482 — 207 111 1,858 2,658 Interest expense and amortization of debt issuance costs — — (36) — (3,342) (3,378) Loss on extinguishment of debt — — — — (107,656) (107,656) Unrealized gain on derivative assets — — — 7,979 — 7,979 Other, net — — (61) — (1,534) (1,595) Income (loss) before income tax provision 51,846 (4,858) (18,426) 8,873 (140,325) (102,890) Income tax benefit (expense) — — — (396) 1,206 810 Net income (loss) attributable to MIH $ 51,846 $ (4,858) $ (18,426) $ 8,477 $ (139,119) $ (102,080) __________________ (1) Includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.7 million related to other revenue. 61 Table of Contents Three Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees $ 176,547 $ 43,569 $ 20,451 $ 56 $ — $ 240,623 Access fees 18,787 3,557 167 36 (57) 22,490 Market data fees 4,663 3,521 940 27 (8) 9,143 Other revenue 61 — 3,282 687 370 4,400 Total revenues 200,058 50,647 24,840 806 305 276,656 Cost of revenues: Liquidity payments 127,890 38,015 1,892 — — 167,797 Brokerage, clearing, and exchange fees 1,105 295 16,331 — — 17,731 Section 31 fees 10,138 10,103 — — — 20,241 Equity rights program — — — — — — Other cost of revenues (1) — — 1,329 — — 1,329 Total cost of revenues 139,133 48,413 19,552 — — 207,098 Revenues less cost of revenues 60,925 2,234 5,288 806 305 69,558 Operating expenses: Compensation and benefits 15,456 3,314 11,890 2,036 5,154 37,850 Information technology and communication costs 2,928 1,387 2,274 567 94 7,250 Depreciation and amortization 2,835 1,581 927 146 556 6,045 Occupancy costs 1,031 169 443 175 517 2,335 Professional fees and outside services 4,281 533 1,138 119 6,587 12,658 Marketing and business development 197 8 114 14 330 663 General, administrative, and other 1,270 241 1,322 395 688 3,916 Total operating expenses 27,998 7,233 18,108 3,452 13,926 70,717 Operating income / (loss) 32,927 (4,999) (12,820) (2,646) (13,621) (1,159) Non-operating (expense) income: Change in fair value of puttable common stock — — — — (6,791) (6,791) Change in fair value of puttable warrants issued with debt — — — — (1,635) (1,635) Interest income 265 — 224 — 351 840 Interest expense and amortization of debt issuance costs — — (91) — (2,117) (2,208) Unrealized gain on derivative assets — — — 10,010 — 10,010 Other, net — — 1,239 — (1,942) (703) Income (loss) before income tax provision 33,192 (4,999) (11,448) 7,364 (25,755) (1,646) Income tax expense — — — — (1,559) (1,559) Net income (loss) 33,192 (4,999) (11,448) 7,364 (27,314) (3,205) Net loss attributable to non-controlling interest — — — — (1) (1) Net income (loss) attributable to MIH $ 33,192 $ (4,999) $ (11,448) $ 7,364 $ (27,313) $ (3,204) __________________ (1) Includes $0.3 million related to access fees, $0.2 million related to market data fees, and $0.9 million related to other revenue. 62 Table of Contents Nine Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees $ 712,330 $ 100,545 $ 55,184 $ 198 $ — $ 868,257 Access fees 65,668 10,915 751 122 (171) 77,285 Market data fees 20,087 7,006 3,315 240 (23) 30,625 Other revenue 1,308 — 8,028 8,090 1,046 18,472 Total revenues 799,393 118,466 67,278 8,650 852 994,639 Cost of revenues: Liquidity payments 505,517 92,315 9,151 — — 606,983 Brokerage, clearing, and exchange fees 3,210 730 38,607 — — 42,547 Section 31 fees 22,178 13,047 — — — 35,225 Other cost of revenues (1) — — 3,855 — — 3,855 Total cost of revenues 530,905 106,092 51,613 — — 688,610 Revenues less cost of revenues 268,488 12,374 15,665 8,650 852 306,029 Operating expenses: Compensation and benefits 62,447 11,351 39,883 5,332 27,721 146,734 Information technology and communication costs 11,041 5,119 7,143 1,676 710 25,689 Depreciation and amortization 10,293 4,610 3,655 1,038 1,741 21,337 Occupancy costs 4,370 535 1,723 686 1,704 9,018 Professional fees and outside services 12,438 1,534 1,729 881 13,577 30,159 Marketing and business development 473 153 811 203 437 2,077 Acquisition-related costs — — — — 2,901 2,901 General, administrative, and other 6,286 1,038 3,331 656 7,524 18,835 Total operating expenses 107,348 24,340 58,275 10,472 56,315 256,750 Operating income / (loss) 161,140 (11,966) (42,610) (1,822) (55,463) 49,279 Non-operating (expense) income: Change in fair value of puttable common stock — — — — (2,229) (2,229) Change in fair value of puttable warrants issued with debt — — — — (1,172) (1,172) Interest income 1,248 — 599 131 3,393 5,371 Interest expense and amortization of debt issuance costs — — (106) — (12,604) (12,710) Loss on extinguishment of debt — — — — (107,656) (107,656) Loss on sale of intangible asset — — — (2,054) — (2,054) Unrealized loss on derivative assets — — — (39,039) — (39,039) Other, net (1) — 2,183 (62) 8,645 10,765 Income (loss) before income tax provision 162,387 (11,966) (39,934) (42,846) (167,086) (99,445) Income tax expense — — — (473) (55) (528) Net income (loss) attributable to MIH 162,387 (11,966) (39,934) (43,319) (167,141) (99,973) (1) Includes $1.0 million related to access fees, $0.8 million related to market data fees, and $2.0 million related to other revenue. 63 Table of Contents Nine Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees $ 529,281 $ 123,673 $ 59,084 $ 171 $ — $ 712,209 Access fees 56,111 10,227 512 108 (171) 66,787 Market data fees 13,670 8,094 2,821 240 (17) 24,808 Other revenue 109 — 9,267 1,941 1,055 12,372 Total revenues 599,171 141,994 71,684 2,460 867 816,176 Cost of revenues: Liquidity payments 400,818 119,260 5,321 — — 525,399 Brokerage, clearing, and exchange fees 3,286 782 47,066 — — 51,134 Section 31 fees 20,647 19,461 — — — 40,108 Equity rights program — 1,975 — — — 1,975 Other cost of revenues (1) — — 3,621 — — 3,621 Total cost of revenues 424,751 141,478 56,008 — — 622,237 Revenues less cost of revenues 174,420 516 15,676 2,460 867 193,939 Operating expenses: Compensation and benefits 42,763 9,562 34,003 6,374 14,525 107,227 Information technology and communication costs 8,606 4,138 6,777 1,614 307 21,442 Depreciation and amortization 8,116 4,496 2,401 427 1,667 17,107 Occupancy costs 3,128 519 1,178 624 1,583 7,032 Professional fees and outside services 13,523 1,622 3,859 584 15,075 34,663 Marketing and business development 660 25 336 107 1,070 2,198 General, administrative, and other 4,639 1,009 3,342 749 4,514 14,253 Total operating expenses 81,435 21,371 51,896 10,479 38,741 203,922 Operating income / (loss) 92,985 (20,855) (36,220) (8,019) (37,874) (9,983) Non-operating (expense) income: Change in fair value of puttable common stock — — — — (8,149) (8,149) Change in fair value of puttable warrants issued with debt — — — — (1,635) (1,635) Interest income 805 — 687 — 484 1,976 Interest expense and amortization of debt issuance costs — — (137) — (9,395) (9,532) Gain on sale of intangible asset — — — 52,604 — 52,604 Unrealized gain on derivative assets — — — 76,684 — 76,684 Other, net — — 953 — (1,102) (149) Income (loss) before income tax provision 93,790 (20,855) (34,717) 121,269 (57,671) 101,816 Income tax benefit (expense) — — 2,189 — (4,910) (2,721) Net income (loss) 93,790 (20,855) (32,528) 121,269 (62,581) 99,095 Net loss attributable to non-controlling interest — — — — (137) (137) Net income (loss) attributable to MIH $ 93,790 $ (20,855) $ (32,528) $ 121,269 $ (62,444) $ 99,232 (1) Includes $0.7 million related to access fees, $0.5 million related to market data fees, and $2.4 million related to other revenue. 64 Table of Contents The following is a reconciliation of revenues less cost of revenues to adjusted revenues less cost of revenues (in thousands): Three Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Revenues less cost of revenues $ 94,499 $ 4,352 $ 4,786 $ 5,533 $ 313 $ 109,483 Equity rights program — — — — — — Adjusted revenues less cost of revenues (1) $ 94,499 $ 4,352 $ 4,786 $ 5,533 $ 313 $ 109,483 Three Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Revenues less cost of revenues $ 60,925 $ 2,234 $ 5,288 $ 806 $ 305 $ 69,558 Equity rights program — — — — — — Adjusted revenues less cost of revenues (1) $ 60,925 $ 2,234 $ 5,288 $ 806 $ 305 $ 69,558 Nine Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Revenues less cost of revenues $ 268,488 $ 12,374 $ 15,665 $ 8,650 $ 852 $ 306,029 Equity rights program — — — — — — Adjusted revenues less cost of revenues (1) $ 268,488 $ 12,374 $ 15,665 $ 8,650 $ 852 $ 306,029 Nine Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Revenues less cost of revenues $ 174,420 $ 516 $ 15,676 $ 2,460 $ 867 $ 193,939 Equity rights program — 1,975 — — — 1,975 Adjusted revenues less cost of revenues (1) $ 174,420 $ 2,491 $ 15,676 $ 2,460 $ 867 $ 195,914 __________________ (1) Adjusted revenues less cost of revenues is defined as total revenues less cost of revenues excluding the cost of the ERP. 65 Table of Contents The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in thousands): Three Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders $ 51,846 $ (4,858) $ (18,426) $ 8,477 $ (139,119) $ (102,080) Interest expense and amortization of debt issuance costs — — 36 — 3,342 3,378 Interest income (482) — (207) (111) (1,858) (2,658) Income tax expense (benefit) — — — 396 (1,206) (810) Depreciation and amortization 3,826 1,570 1,692 435 706 8,229 EBITDA 55,190 (3,288) (16,905) 9,197 (138,135) (93,941) Share-based compensation (1) 13,322 2,399 7,103 511 5,763 29,098 Investment loss (2) — — 239 — — 239 Litigation costs (3) 608 — — — 203 811 Impairment charges (4) — — — — 1,978 1,978 Change in fair value of puttable warrants issued with debt (5) — — — — 255 255 Change in fair value of puttable common stock (6) — — — — 338 338 Unrealized gain on derivative assets (7) — — — (7,979) — (7,979) One time IPO payments (8) — — — — 8,048 8,048 Warrant modifications (9) — — — — 1,516 1,516 Loss on extinguishment of debt (10) — — — — 107,656 107,656 Adjusted EBITDA $ 69,120 $ (889) $ (9,563) $ 1,729 $ (12,378) $ 48,019 __________________ (1) Share-based compensation represents expenses associated with stock options of $3.7 million, restricted stock awards of $25.1 million, and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $29.1 million is made up of $27.8 million to employees within compensation and benefits, $0.9 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other. (2) Investment loss of $0.2 million represents an unrealized loss on available for sale marketable securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see “Other Information — Legal Proceedings — Nasdaq Matter.” (4) Impairment charges of $2.0 million related to owned land and building impairments. (5) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. (6) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. (7) Represents the unrealized gain on 250 million Pyth tokens that remain locked by the Pyth Network. (8) One time IPO bonuses paid to certain employees and termination payments to former directors. (9) Represents expense recognized upon the extension of expiration date of certain warrants. (10) Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan. 66 Table of Contents Three Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders $ 33,192 $ (4,999) $ (11,448) $ 7,364 $ (27,313) $ (3,204) Interest expense and amortization of debt issuance costs — — 91 — 2,117 2,208 Interest income (265) — (224) — (351) (840) Income tax expense — — — — 1,559 1,559 Depreciation and amortization 2,835 1,581 927 146 556 6,045 EBITDA 35,762 (3,418) (10,654) 7,510 (23,432) 5,768 Share-based compensation (1) 3,929 924 3,685 818 2,532 11,888 Investment (gain) loss (2) — — (1,058) — 2,037 979 Litigation costs (3) 1,042 — — — 347 1,389 Change in fair value of puttable warrants issued with debt (4) — — — — 1,635 1,635 Change in fair value of puttable common stock (5) — — — — 6,791 6,791 Settlement fee (6) — — — — 250 250 Unrealized gain on derivative assets (7) — — — (10,010) — (10,010) Adjusted EBITDA $ 40,733 $ (2,494) $ (8,027) $ (1,682) $ (9,840) $ 18,690 __________________ (1) Share-based compensation represents expenses associated with stock options of $3.4 million, restricted stock awards of $7.5 million and warrants of $1.0 million that have been granted to employees, directors and service providers. The 2024 expense of $11.9 million is made up of $10.2 million to employees within compensation and benefits, $1.2 million to service providers within professional fees and outside services, $0.5 million to directors within general, administrative, and other. (2) Investment loss of $1.0 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on available for sale marketable securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see “Other Information — Legal Proceedings — Nasdaq Matter.” (4) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. (5) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. (6) The Company recognized expense of $0.3 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. (7) Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. 67 Table of Contents Nine Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders $ 162,387 $ (11,966) $ (39,934) $ (43,319) $ (167,141) $ (99,973) Interest expense and amortization of debt issuance costs — — 106 — 12,604 12,710 Interest income (1,248) — (599) (131) (3,393) (5,371) Income tax expense — — — 473 55 528 Depreciation and amortization 10,293 4,610 3,655 1,038 1,741 21,337 EBITDA 171,432 (7,356) (36,772) (41,939) (156,134) (70,769) Share-based compensation (1) 20,906 3,832 12,688 977 9,604 48,007 Investment gain (2) — — (1,670) — (8,650) (10,320) Litigation costs (3) 2,015 — — — 672 2,687 Impairment charges (4) — — — — 2,717 2,717 Acquisition-related costs (5) — — — — 2,901 2,901 Change in fair value of puttable warrants issued with debt (6) — — — — 1,172 1,172 Change in fair value of puttable common stock (7) — — — — 2,229 2,229 Loss on sale of intangible asset (8) — — — 2,054 — 2,054 Unrealized loss on derivative assets (9) — — — 39,039 — 39,039 One time IPO payments (10) — — — — 8,048 8,048 Warrant modifications (11) — — — — 1,516 1,516 Loss of extinguishment of debt (12) — — — — 107,656 107,656 Adjusted EBITDA $ 194,353 $ (3,524) $ (25,754) $ 131 $ (28,269) $ 136,937 __________________ (1) Share-based compensation represents expenses associated with stock options of $9.3 million, restricted stock awards of $37.8 million, and warrants of $1.0 million that have been granted to employees, directors and service providers. The 2025 expense of $48.0 million is made up of $44.7 million to employees within compensation and benefits, $2.2 million to service providers within professional fees and outside services, and $1.1 million to directors within general, administrative, and other. (2) Investment gain of $10.3 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.7 million of unrealized gain on available for sale marketable securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see “Other Information — Legal Proceedings — Nasdaq Matter.” (4) Impairment charges of $2.7 million related to owned land and building impairments. (5) Relates to the TISE Acquisition. (6) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. (7) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. (8) Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. (9) Reflects the unrealized loss resulting from the mark-to-market valuation of the 125 million Pyth tokens upon unlocking prior to their sale during the second quarter of 2025, and of the 250 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2025. (10) One time IPO bonuses paid to certain employees and termination payments to former directors. (11) Represents expense recognized upon the extension of expiration date of certain warrants. (12) Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan. 68 Table of Contents Nine Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders $ 93,790 $ (20,855) $ (32,528) $ 121,269 $ (62,444) $ 99,232 Interest expense and amortization of debt issuance costs — — 137 — 9,395 9,532 Interest income (805) — (687) — (484) (1,976) Income tax expense (benefit) — — (2,189) — 4,910 2,721 Depreciation and amortization 8,116 4,496 2,401 427 1,667 17,107 EBITDA 101,101 (16,359) (32,866) 121,696 (46,956) 126,616 Share-based compensation (1) 11,886 4,928 8,687 2,018 6,073 33,592 Investment (gain) loss (2) — — (442) — 2,037 1,595 Litigation costs (3) 4,560 — — — 1,520 6,080 Change in fair value of puttable warrants issued with debt (4) — — — — 1,635 1,635 Change in fair value of puttable common stock (5) — — — — 8,149 8,149 Settlement fee (6) — — — — 3,000 3,000 Settlement of induced conversion expense in common stock (7) — — — — 1,365 1,365 Gain on sale of intangible asset (8) — — — (52,604) — (52,604) Unrealized gain on derivative assets (9) — — — (76,684) — (76,684) Adjusted EBITDA $ 117,547 $ (11,431) $ (24,621) $ (5,574) $ (23,177) $ 52,744 __________________ (1) Share-based compensation represents expenses associated with stock options of $8.7 million, restricted stock awards of $21.3 million and warrants of $1.6 million that have been granted to employees, directors and service providers as well as the expense associated with the ERP of $2.0 million. The 2024 expense of $33.6 million is made up of $28.0 million to employees within compensation and benefits, $2.3 million to service providers within professional fees and outside services, $1.3 million to directors within general, administrative, and other, and $2.0 million in the ERP cost of revenues. (2) Investment loss of $1.6 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on available for sale marketable securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see “Other Information — Legal Proceedings — Nasdaq Matter.” (4) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. (5) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. (6) The Company recognized expense of $3.0 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. (7) Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity. (8) Represents the realized gain on 125 million Pyth tokens that were unlocked by the Pyth Network and sold by BSX during the second quarter of 2024. BSX sold these tokens for $52.6 million, net of expenses incurred. (9) Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. 69 Table of Contents The following is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net income (loss) allocated to common shareholders $ (102,080) $ (3,204) $ (99,973) $ 99,232 Share-based compensation (1) 29,098 11,888 48,007 33,592 Investment (gain) loss (2) 239 979 (10,320) 1,595 Litigation costs (3) 811 1,389 2,687 6,080 Impairment charge (4) 1,978 — 2,717 — Acquisition-related costs (5) — — 2,901 — Change in fair value of puttable warrants issued with debt (6) 255 1,635 1,172 1,635 Change in fair value of puttable common stock (7) 338 6,791 2,229 8,149 (Gain) loss on sale of intangible asset (8) — — 2,054 (52,604) Unrealized (gain) loss on derivative assets (9) (7,979) (10,010) 39,039 (76,684) Settlement fee (10) — 250 — 3,000 Settlement of induced conversion expense in common stock (11) — — — 1,365 Loss on extinguishment of debt (12) 107,656 — 107,656 — Warrant modifications (13) 1,516 — 1,516 — One time IPO payments (14) 8,048 — 8,048 — Tax effect of adjustments 67 (1,445) — (18) Adjusted earnings $ 39,947 $ 8,273 $ 107,733 $ 25,342 __________________ (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 as well as the expense associated with the ERP. (2) Represents unrealized gain or loss from the TISE investment or acquisition, net of unrealized gain or loss on available for sale marketable securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see “Other Information — Legal Proceedings — Nasdaq Matter.” (4) Impairment charges related to owned land and building impairments. (5) Relates to the TISE Acquisition. (6) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. (7) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. (8) 2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the first tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024. (9) Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. (10) The Company recognized expense of $3.0 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. (11) Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity. (12) Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan. (13) Represents expense recognized upon the extension of expiration date of certain warrants. (14) One time IPO bonuses paid to certain employees and termination payments to former directors. 70 Table of Contents Key Business Metrics The following summarizes changes in certain operational and financial metrics for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024. Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Options: Number of trading days 64 64 — — % 186 188 (2) (1.1) % Total contracts: Market contracts – Equity and ETF (in thousands) 3,573,731 2,844,836 728,895 25.6 % 10,042,003 8,136,518 1,905,485 23.4 % MIH contracts – Equity and ETF (in thousands) 615,910 394,511 221,399 56.1 % 1,674,370 1,205,502 468,868 38.9 % Average daily volume (“ADV”)(defined below) (1) Market ADV – Equity and ETF (in thousands) (1) 55,840 44,451 11,389 25.6 % 53,989 43,279 10,710 24.7 % MIH ADV – Equity and ETF (in thousands) (1) 9,624 6,164 3,460 56.1 % 9,002 6,412 2,590 40.4 % MIH market share 17.2 % 13.9 % 3.3 pts 23.7 % 16.7 % 14.8 % 1.9 pts 12.8 % Total Options revenue per contract (“RPC”) (2) $0.103 $0.095 $0.008 8.4 % $0.108 $0.087 $0.021 24.1 % U.S. Equities: Number of trading days 64 64 — — % 186 188 (2) (1.1) % Total shares: Market shares (in millions) 1,116,705 736,209 380,496 51.7 % 3,198,279 2,194,890 1,003,389 45.7 % MIH shares (in millions) 12,058 12,027 31 0.3 % 34,708 37,874 (3,166) (8.4) % ADV (1) : Market ADV (in millions) (1) 17,449 11,503 5,946 51.7 % 17,195 11,675 5,520 47.3 % MIH ADV (in millions) (1) 188 188 — — % 187 201 (14) (7.0) % MIH market share 1.1 % 1.6 % (0.5) pts (31.3) % 1.1 % 1.7 % (0.6) pts (35.3) % Equities capture (per 100 shares)(defined below) (3) $(0.015) $(0.040) $0.025 * $(0.016) $(0.042) $0.026 * Futures: Number of trading days 64 64 — — % 187 188 (1) (0.5) % Agricultural products total contracts 513,406 784,097 (270,691) (34.5) % 2,736,313 2,411,625 324,688 13.5 % Agricultural products ADV (1) 8,022 12,252 (4,230) (34.5) % 14,633 12,828 1,805 14.1 % Agricultural products RPC (2) $2.369 $2.508 $(0.139) (5.5) % $2.233 $2.519 $(0.286) (11.4) % __________________ * Percentage calculation is not meaningful. Represents a change in inverted fees. (1) ADV is calculated as total contracts or shares for the period divided by total trading days for the period. (2) RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period. (3) Equities capture per one hundred shares refers to transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees, and Section 31 fees (Net Transaction Fees), divided by one-hundredth of total shares. We closely monitor changes in ADV, market share and revenue per contract or equities capture as they directly impact our transaction related revenues. Transaction related revenues are a function of industry ADV, MIH market share, revenue per contract or equities capture, and number of trading days. We use changes in market ADV to identify broader industry trends, which can impact our revenues and profitability. We use changes in market share in areas such as evaluating our market position relative to our competitors and evaluating potential trading system functionality changes. Similarly, we use revenue per contract or equities capture changes in areas such as analysis of product or customer mix and to identify potential fee changes. Three Months Ended September 30, 2025 We believe the growth in Options Market ADV for the three months ended September 30, 2025 compared to the prior period of 25.6% 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. 71 Table of Contents We believe the increase in U.S. Equities Market ADV for the three months ended September 30, 2025 compared to the prior period of 51.7% is due to similar trends as seen in the Options Market. Our Options market share for the three months ended September 30, 2025 compared to the prior period increased to 17.2% from 13.9%. Our Options revenue per contract increased 8.4% for the three months ended September 30, 2025 compared to the prior period primarily due to changes in product mix. Our U.S. Equities market share for the three months ended September 30, 2025 compared to the prior period decreased to 1.1% from 1.6%. Our Equities capture improved for the three months ended September 30, 2025 compared to the prior period due to pricing changes, although the capture was still negative as liquidity payments exceeded transaction revenues. Futures agricultural products ADV for the three months ended September 30, 2025 compared to the prior period decreased 34.5% due to participant migration to the new Onyx trading platform, and lower volatility. Futures agricultural revenue per contract decreased 5.5% 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 Onyx trading platform. Nine Months Ended September 30, 2025 We believe the growth in Options Market ADV for the nine months ended September 30, 2025 compared to the prior period of 24.7% 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. We believe the increase in U.S. Equities Market ADV for the nine months ended September 30, 2025 compared to the prior period of 47.3% is due to similar trends as seen in the Options Market. Our Options market share for the nine months ended September 30, 2025 compared to the prior period increased to 16.7% from 14.8%. Our Options revenue per contract increased 24.1% for the nine months ended September 30, 2025 compared to the prior period primarily due to changes in product mix. Our U.S. Equities market share for the nine months ended September 30, 2025 compared to the prior period decreased to 1.1% from 1.7%. Our Equities capture improved for the nine months ended September 30, 2025 compared to the prior period due to pricing changes, although the capture was still negative as liquidity payments exceeded transaction revenues. Futures agricultural products ADV for the nine months ended September 30, 2025 compared to the prior period increased 14.1% due to higher volatility. Futures agricultural revenue per contract decreased 11.4% 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. Revenues Total revenues for the three months ended September 30, 2025 increased $63.1 million, or 22.8%, compared to the prior period primarily due to: • $68.9 million increase in Options transaction and clearing fees primarily as a result of a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, partially offset by an 11.0% decrease in transaction and clearing fees revenue per contract. • $4.7 million increase due to the TISE acquisition in June 2025. • $4.3 million increase in Options access fees primarily due to the launch of MIAX Sapphire in August 2024. • $2.3 million increase in Options market data fees primarily due new product offerings as well as the launch of MIAX Sapphire in August 2024. • $5.0 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading. • $11.7 million decrease in Equities transaction and clearing fees primarily as a result of a 31.3% decrease in MIAX Pearl Equities market share, as well as a 27.0% decrease in gross capture, partially offset by a 51.7% increase in U.S. Equities industry market shares. 72 Table of Contents Total revenues for the nine months ended September 30, 2025 increased $178.5 million, or 21.9%, compared to the prior period primarily due to: • $183.0 million increase in Options transaction and clearing fees primarily as a result of a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, partially offset by a 3.1% decrease in transaction and clearing fees revenue per contract. • $9.6 million increase in Options access fees primarily due to the launch of MIAX Sapphire in August 2024. • $6.4 million increase in Options market data fees primarily due new product offerings as well as the launch of MIAX Sapphire in August 2024. • $6.1 million increase due to the TISE acquisition in June 2025. • $3.9 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading. • $23.1 million decrease in Equities transaction and clearing fees primarily as a result of a 35.3% decrease in MIAX Pearl Equities market share, as well as an 11.3% decrease in gross capture, partially offset by a 45.7% increase in U.S. Equities industry market shares. The following summarizes changes in revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Transaction and clearing fees $ 292,814 $ 240,623 $ 52,191 21.7 % $ 868,257 $ 712,209 $ 156,048 21.9 % Access fees 27,096 22,490 4,606 20.5 % 77,285 66,787 10,498 15.7 % Market data fees 10,730 9,143 1,587 17.4 % 30,625 24,808 5,817 23.4 % Other revenue 9,138 4,400 4,738 107.7 % 18,472 12,372 6,100 49.3 % Total revenues $ 339,778 $ 276,656 $ 63,122 22.8 % $ 994,639 $ 816,176 $ 178,463 21.9 % Transaction and Clearing Fees The following table presents transaction and clearing fees by operating segment for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Options $ 245,406 $ 176,547 $ 68,859 39.0 % $ 712,330 $ 529,281 $ 183,049 34.6 % Equities 31,899 43,569 (11,670) (26.8) % 100,545 123,673 (23,128) (18.7) % Futures 15,424 20,451 (5,027) (24.6) % 55,184 59,084 (3,900) (6.6) % International 85 56 29 51.8 % 198 171 27 15.8 % Total transaction and clearing fees $ 292,814 $ 240,623 $ 52,191 21.7 % $ 868,257 $ 712,209 $ 156,048 21.9 % Transaction and clearing fees increased $52.2 million, or 21.7%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $68.9 million increase in Options transaction and clearing fees primarily as a result of a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, partially offset by an 11.0% decrease in transaction and clearing fees revenue per contract. • $5.0 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading. 73 Table of Contents • $11.7 million decrease in Equities transaction and clearing fees primarily as a result of a 31.3% decrease in MIAX Pearl Equities market share, as well as a 27.0% decrease in gross capture, partially offset by a 51.7% increase in U.S. Equities industry market shares. Transaction and clearing fees increased $156.0 million, or 21.9%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $183.0 million increase in Options transaction and clearing fees primarily as a result of a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, partially offset by a 3.1% decrease in transaction and clearing fees revenue per contract. • $3.9 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading. • $23.1 million decrease in Equities transaction and clearing fees primarily as a result of a 35.3% decrease in MIAX Pearl Equities market share, as well as an 11.3% decrease in gross capture, partially offset by a 47.5% increase in U.S. Equities industry volume. Access Fees Access fees increased $4.6 million, or 20.5%, for the three months ended September 30, 2025 compared to the same period in 2024, and $10.5 million, or 15.7%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the launch of MIAX Sapphire in August 2024. Market Data Fees Market data fees increased $1.6 million, or 17.4%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $1.8 million increase in proprietary market data primarily due to fee increases and new product offerings. • $1.0 million increase in OPRA revenue due to higher market share. • $1.3 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. Market data fees increased $5.8 million, or 23.4%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $5.4 million increase in proprietary market data primarily due to fee increases and new product offerings. • $2.4 million increase in OPRA revenue due to higher market share. • $2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. Other Revenue Other revenue increased $4.7 million or 107.7% for the three months ended September 30, 2025 compared to the same period in 2024, and $6.1 million or 49.3% for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the TISE acquisition in June 2025. Cost of Revenues Cost of revenues increased $23.2 million, or 11.2%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $53.1 million increase in Options liquidity payments primarily driven by a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, partially offset by a 9.4% decrease in liquidity payments cost of revenue per contract. 74 Table of Contents • $4.5 million decrease in Equities liquidity payments primarily driven by a 31.3% decrease in MIAX Pearl Equities market share, and a 12.2% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 51.7% increase in U.S. Equities industry volume. • $6.1 million decrease in brokerage, clearing and exchange fees due to decreased clearing fees for Dorman Trading of $5.1 million, and a decrease of $0.9 million in the MIAX Futures Exchange due to the migration off of the CME Globex trading platform to the MIAX Futures Onyx trading platform. • $20.2 million decrease in Section 31 fees for Options and Equities as the SEC waived the rate beginning May 14, 2025. This reduction was a temporary adjustment and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. Cost of revenues increased $66.4 million, or 10.7%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $104.7 million increase in Options liquidity payments primarily driven by a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, partially offset by a 9.2% decrease in liquidity payments cost of revenue per contract. • $3.8 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange 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. • $2.0 million decrease in the ERP cost of revenue due to the program ending as of June 30, 2024. • $4.9 million decrease in Section 31 fees primarily due to a decrease in the average Section 31 fee rate, partially offset by higher Options volume. • $8.5 million decrease in Futures brokerage, clearing and exchange fees primarily due to $7.7 million decrease in clearing fees for Dorman Trading, and a decrease of $0.7 million in the MIAX Futures Exchange due to the migration off of the CME Globex trading platform to the MIAX Futures Onyx trading platform. • $26.9 million decrease in Equities liquidity payments primarily driven by a 35.3% decrease in MIAX Pearl Equities market share, and a 15.5% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 45.7% increase in U.S. Equities industry volume. The following summarizes changes in cost of revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Liquidity payments $ 217,286 $ 167,797 $ 49,489 29.5 % $ 606,983 $ 525,399 $ 81,584 15.5 % Brokerage, clearing and exchange fees 11,612 17,731 (6,119) (34.5) % 42,547 51,134 (8,587) (16.8) % Section 31 fees — 20,241 (20,241) (100.0) % 35,225 40,108 (4,883) (12.2) % Equity rights program — — — * — 1,975 (1,975) (100.0) % Other cost of revenues 1,397 1,329 68 5.1 % 3,855 3,621 234 6.5 % Total cost of revenues $ 230,295 $ 207,098 $ 23,197 11.2 % $ 688,610 $ 622,237 $ 66,373 10.7 % __________________ * Not meaningful Liquidity Payments The following table presents liquidity payments by operating segment for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): 75 Table of Contents Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Options $ 180,950 $ 127,890 $ 53,060 41.5 % $ 505,517 $ 400,818 $ 104,699 26.1 % Equities 33,470 38,015 (4,545) (12.0) % 92,315 119,260 (26,945) (22.6) % Futures 2,866 1,892 974 51.5 % 9,151 5,321 3,830 72.0 % Total liquidity payments $ 217,286 $ 167,797 $ 49,489 29.5 % $ 606,983 $ 525,399 $ 81,584 15.5 % Liquidity payments increased $49.5 million, or 29.5%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $53.1 million increase in Options liquidity payments primarily driven by a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, partially offset by a 9.4% decrease in liquidity payments cost of revenue per contract. • $1.0 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange 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. • $4.5 million decrease in Equities liquidity payments primarily driven by a 31.3% decrease in MIAX Pearl Equities market share, and a 12.2% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 51.7% increase in U.S. Equities industry volume. Liquidity payments increased $81.6 million, or 15.5%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $104.7 million increase in Options liquidity payments primarily driven by a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, partially offset by a 9.2% decrease in liquidity payments cost of revenue per contract. • $3.8 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange 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. • $26.9 million decrease in Equities liquidity payments primarily driven by a 35.3% decrease in MIAX Pearl Equities market share, and a 15.5% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 45.7% increase in U.S. Equities industry volume. Brokerage, Clearing and Exchange Fees Brokerage, clearing and exchange fees decreased $6.1 million, or 34.5%, for the three months ended September 30, 2025 compared to the same period in 2024 due to decreased clearing fees for Dorman Trading of $5.1 million, and a decrease of $0.9 million in the MIAX Futures Exchange due to the migration off of the CME Globex trading platform to the MIAX Futures Onyx trading platform. Brokerage, clearing and exchange fees decreased $8.6 million, or 16.8%, for the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to $7.7 million decrease in clearing fees for Dorman Trading, and a decrease of $0.7 million in the MIAX Futures Exchange due to the migration off of the CME Globex trading platform to the MIAX Futures Onyx trading platform. Section 31 Fees Section 31 fees decreased $20.2 million, or 100.0%, for the three months ended September 30, 2025 compared to the same period in 2024, as the SEC temporarily reduced the rate to zero beginning May 14, 2025. Section 31 fees decreased $4.9 million, or 12.2%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to a decrease in the average Section 31 fee rate, partially offset by higher Options volume. 76 Table of Contents Equity Rights Program ERP expense decreased $2.0 million, or 100.0%, for the nine months ended September 30, 2025 compared to the same period in 2024 as the program ended as of June 30, 2024. Other Cost of Revenues For the three months ended September 30, 2025 compared to the same period in 2024, and for the nine months ended September 30, 2025 compared to the same period in 2024, other cost of revenues was relatively unchanged. Revenues Less Cost of Revenues Revenues less cost of revenues increased $39.9 million, or 57.4%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $26.0 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to due to a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, and a 8.4% increase in revenue per contract. • $4.7 million increase in other revenue primarily due to the TISE acquisition in June 2025. • $4.6 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024. • $3.1 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. • $1.6 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings, as well as higher OPRA revenue primarily due to the launch of MIAX Sapphire in August 2024. Revenues less cost of revenues increased $112.1 million, or 57.8%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $76.9 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to due to a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, and a 24.1% increase in revenue per contract. • $10.5 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024. • $10.3 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. • $6.1 million increase in other revenue primarily due to the TISE acquisition in June 2025. • $5.8 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings, as well as higher OPRA revenue primarily due to the launch of MIAX Sapphire in August 2024. • $2.0 million decrease in the ERP expense as the program ended as of June 30, 2024. 77 Table of Contents The following summarizes the components of revenues less cost of revenues for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange, and Section 31 fees $ 63,916 $ 34,854 $ 29,062 83.4 % $ 183,502 $ 95,568 $ 87,934 92.0 % Access fees 27,096 22,490 4,606 20.5 % 77,285 66,787 10,498 15.7 % Market data fees 10,730 9,143 1,587 17.4 % 30,625 24,808 5,817 23.4 % Other revenue 9,138 4,400 4,738 107.7 % 18,472 12,372 6,100 49.3 % Equity rights program — — — * — (1,975) 1,975 * Other cost of revenues (1,397) (1,329) (68) * (3,855) (3,621) (234) * Revenues less cost of revenues $ 109,483 $ 69,558 $ 39,925 57.4 % $ 306,029 $ 193,939 $ 112,090 57.8 % __________________ * Not meaningful Transaction and Clearing Fees Less Liquidity Payments, Brokerage, Clearing, Exchange and Section 31 Fees Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees (“Net Transaction Fees”) increased $29.1 million, or 83.4%, for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to: • $26.0 million increase in Options net transaction fees due to a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, and a 8.4% increase in revenue per contract. • $3.1 million increase in Equities net transaction fees primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees (“Net Transaction Fees”) increased $87.9 million, or 92.0%, for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to: • $76.9 million increase in Options net transaction fees due to a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, and a 24.1% increase in revenue per contract. • $10.3 million increase in Equities net transaction fees primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. Access Fees Access fees increased $4.6 million, or 20.5%, for the three months ended September 30, 2025 compared to the same period in 2024, and $10.5 million, or 15.7%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the launch of MIAX Sapphire in August 2024. Market Data Fees Market data fees increased $1.6 million, or 17.4%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $1.8 million increase in proprietary market data primarily due to fee increases and new product offerings. • $1.0 million increase in OPRA revenue due to higher market share. • $1.3 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. 78 Table of Contents Market data fees increased $5.8 million, or 23.4%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $5.4 million increase in proprietary market data primarily due to fee increases and new product offerings. • $2.4 million increase in OPRA revenue due to higher market share. • $2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. Other Revenue Other revenue increased $4.7 million or 107.7% for the three months ended September 30, 2025 compared to the same period in 2024, and $6.1 million or 49.3% for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to the TISE acquisition in June 2025. Equity Rights Program ERP expense decreased $2.0 million for the nine months ended September 30, 2025 compared to the same period in 2024 as the program ended June 30, 2024. Other Cost of Revenues For the three months ended September 30, 2025 compared to the same period in 2024, and for the nine months ended September 30, 2025 compared to the same period in 2024, other cost of revenues was relatively unchanged. Operating Expenses Total operating expenses for the three and nine months ended September 30, 2025 compared to the same periods in 2024 increased $39.1 million, or 55.2%, and $52.8 million, or 25.9%, respectively, primarily due to increased share-based compensation and bonuses related to the IPO, increased headcount, higher information technology expenses, building impairment, and TISE acquisition costs. These were partially offset by lower legal and litigation costs. The following summarizes the components of operating expenses for the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 (in thousands, except percentages): Three Months Ended September 30, Increase/ (Decrease) Percent Change Nine Months Ended September 30, Increase/ (Decrease) Percent Change 2025 2024 2025 2024 Operating Expenses: Compensation and benefits $ 68,753 $ 37,850 $ 30,903 81.6 % $ 146,734 $ 107,227 $ 39,507 36.8 % Information technology and communication costs 9,290 7,250 2,040 28.1 % 25,689 21,442 4,247 19.8 % Depreciation and amortization 8,229 6,045 2,184 36.1 % 21,337 17,107 4,230 24.7 % Occupancy costs 3,568 2,335 1,233 52.8 % 9,018 7,032 1,986 28.2 % Professional fees and outside services 10,807 12,658 (1,851) (14.6) % 30,159 34,663 (4,504) (13.0) % Marketing and business development 759 663 96 14.5 % 2,077 2,198 (121) (5.5) % Acquisition-related costs — — — — % 2,901 — 2,901 — % General, administrative, and other 8,382 3,916 4,466 114.0 % 18,835 14,253 4,582 32.1 % Total operating expenses $ 109,788 $ 70,717 $ 39,071 55.2 % $ 256,750 $ 203,922 $ 52,828 25.9 % 79 Table of Contents The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands): Three Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Total operating expenses $ 43,135 $ 9,210 $ 23,322 $ 4,750 $ 29,371 $ 109,788 Share-based compensation - Compensation and benefits (1) (13,322) (2,399) (7,103) (511) (4,481) (27,816) Share-based compensation - Professional fees and outside services (2) — — — — (909) (909) Share-based compensation - General, administrative, and other (3) — — — — (373) (373) Total share-based compensation (13,322) (2,399) (7,103) (511) (5,763) (29,098) Litigation - Professional fees and outside services (608) — — — (203) (811) Depreciation and amortization (3,826) (1,570) (1,692) (435) (706) (8,229) One time IPO payments - Compensation and benefits — — — — (6,848) (6,848) One time IPO payments - General, administrative, and other — — — — (1,200) (1,200) Total One time IPO payments — — — — (8,048) (8,048) Impairment of long-lived assets - General, administrative, and other — — — — (1,978) (1,978) Total adjusted operating expenses $ 25,379 $ 5,241 $ 14,527 $ 3,804 $ 12,673 61,624 __________________ (1) The Options segment includes $0.9 million in stock options, and $12.4 million in restricted stock awards. The Equities segment includes $0.2 million in stock options, and $2.2 million in restricted stock awards. The Futures segment includes $1.7 million in stock options, and $5.4 million in restricted stock awards. The International segment includes $0.1 million in stock options, and $0.4 million in restricted stock awards. The Corporate / Other segment includes $0.3 million in stock options, and $4.1 million in restricted stock awards. (2) The Corporate / Other segment includes $0.2 million in stock options, $0.4 million in restricted stock awards, and $0.3 million in warrants. (3) The Corporate / Other segment includes $0.3 million in stock options, and $0.1 million in restricted stock awards. Three Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Total operating expenses $ 27,998 $ 7,233 $ 18,108 $ 3,452 $ 13,926 $ 70,717 Share--based compensation - Compensation and benefits (1) (4,108) (1,002) (3,242) (550) (1,277) (10,179) Share-based compensation - Professional fees and outside services (2) — — — — (1,219) (1,219) Share-based compensation - General, administrative, and other (3) 179 78 (443) (268) (36) (490) Total share-based compensation (3,929) (924) (3,685) (818) (2,532) (11,888) Litigation - Professional fees and outside services (1,042) — — — (347) (1,389) Settlement fee - General, administrative, and other — — — — (250) (250) Depreciation and amortization (2,835) (1,581) (927) (146) (556) (6,045) Total adjusted operating expenses $ 20,192 $ 4,728 $ 13,496 $ 2,488 $ 10,241 $ 51,145 __________________ (1) The Options segment includes $0.9 million in stock options, and $3.2 million in restricted stock awards. The Equities segment includes $0.2 million in stock options, and $0.8 million in restricted stock awards. The Futures segment includes $1.4 million in stock options, and $1.9 million in 80 Table of Contents restricted stock awards. The International segment includes $0.1 million in stock options, and $0.4 million in restricted stock awards. The Corporate / Other segment includes $0.3 million in stock options, and $1.0 million in restricted stock awards. (2) The Corporate / Other segment includes $0.2 million in stock options, $0.1 million in restricted stock awards, and $1.0 million in warrants. (3) The Options segment includes $(0.1) million in stock options, and $(0.1) million in restricted stock awards. The Equities segment includes less than $(0.1) million in both stock options and restricted stock awards. The Futures segment includes $0.3 million in stock options, and $0.2 million in restricted stock awards. The International segment includes $0.1 million in both stock options and restricted stock awards. The Corporate / Other segment includes less than $0.1 million in both stock options, and restricted stock awards. Nine Months Ended September 30, 2025 Options Equities Futures International Corporate / Other Total Total operating expenses $ 107,348 $ 24,340 $ 58,275 $ 10,472 $ 56,315 $ 256,750 Share-based compensation - Compensation and benefits (1) (20,906) (3,832) (12,531) (900) (6,568) (44,737) Share-based compensation - Professional fees and outside services (2) — — — — (2,154) (2,154) Share-based compensation - General, administrative, and other (3) — — (157) (77) (882) (1,116) Total share-based compensation (20,906) (3,832) (12,688) (977) (9,604) (48,007) Litigation - Professional fees and outside services (2,015) — — — (672) (2,687) Depreciation and amortization (10,293) (4,610) (3,655) (1,038) (1,741) (21,337) One time IPO payments - Compensation and benefits — — — — (6,848) (6,848) One time IPO payments - General, administrative, and other — — — — (1,200) (1,200) Total One time IPO payments — — — — (8,048) (8,048) Impairment of long-lived assets - General, administrative, and other — — — — (2,717) (2,717) Acquisition-related costs — — — — (2,901) (2,901) Total adjusted operating expenses $ 74,134 $ 15,898 $ 41,932 $ 8,457 $ 30,632 $ 171,053 __________________ (1) The Options segment includes $2.4 million in stock options, and $18.5 million in restricted stock awards. The Equities segment includes $0.4 million in stock options, and $3.4 million in restricted stock awards. The Futures segment includes $4.2 million in stock options, and $8.3 million in restricted stock awards. The International segment includes $0.2 million in stock options, and $0.7 million in restricted stock awards. The Corporate / Other segment includes $0.7 million in stock options, and $5.8 million in restricted stock awards. (2) The Corporate / Other segment includes $0.5 million in stock options, $0.7 million in restricted stock awards, and $1.0 million in warrants. (3) The Futures segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. The International segment includes less than $0.1 million in both stock options and restricted stock awards. The Corporate / Other segment includes $0.6 million in stock options, and $0.3 million in restricted stock awards. 81 Table of Contents Nine Months Ended September 30, 2024 Options Equities Futures International Corporate / Other Total Total operating expenses $ 81,435 $ 21,371 $ 51,896 $ 10,479 $ 38,741 $ 203,922 Share-based compensation - Compensation and benefits (1) (11,778) (2,953) (7,968) (1,669) (3,645) (28,013) Share-based compensation - Professional fees and outside services (2) — — (2,268) — — (2,268) Share-based compensation - General, administrative, and other (3) (108) — (719) (349) (160) (1,336) Total share-based compensation (4) (11,886) (2,953) (10,955) (2,018) (3,805) (31,617) Litigation - Professional fees and outside services (4,560) — — — (1,520) (6,080) Settlement fee - General, administrative, and other — — — — (3,000) (3,000) Depreciation and amortization (8,116) (4,496) (2,401) (427) (1,667) (17,107) Total adjusted operating expenses $ 56,873 $ 13,922 $ 38,540 $ 8,034 $ 28,749 $ 146,118 __________________ (1) The Options segment includes $2.4 million in stock options, and $9.3 million in restricted stock awards. The Equities segment includes $0.6 million in stock options, and $2.3 million in restricted stock awards. The Futures segment includes $3.4 million in stock options, and $4.6 million in restricted stock awards. The International segment includes $0.4 million in stock options, and $1.2 million in restricted stock awards. The Corporate / Other segment includes $0.8 million in stock options, and $2.9 million in restricted stock awards. (2) The Corporate / Other segment includes $0.3 million in stock options, $0.3 million in restricted stock awards, and $1.6 million in warrants. (3) The Options segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. The Futures segment includes $0.4 million in stock options, and $0.3 million in restricted stock awards. The International segment includes $0.2 million in both stock options and restricted stock awards. The Corporate / Other segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. (4) Excludes the cost of the ERP which is included in cost of revenues. Compensation and Benefits Compensation and benefits increased $30.9 million, or 81.6%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $17.9 million increase in share-based compensation primarily due to acceleration of vesting upon the IPO. • $6.8 million increase due to one-time IPO bonuses paid to certain employees. • $4.4 million increase in salaries and benefits primarily driven by higher headcount. • $1.7 million increase in cash bonuses primarily driven by increased headcount and higher profitability. Compensation and benefits increased $39.5 million, or 36.8%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $17.2 million increase in share-based compensation primarily due to acceleration of vesting upon the IPO. • $10.9 million increase in salaries and benefits primarily driven by higher headcount. • $6.8 million increase due to one-time IPO bonuses paid to certain employees. • $5.9 million increase in cash bonuses primarily driven by increased headcount and higher profitability. • $1.4 million decrease due to higher internally developed software. 82 Table of Contents Information Technology and Communication Costs Information technology and communication costs increased $2.0 million, or 28.1%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $1.3 million increase in software maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the new MIAX Futures and BSX trading platforms. • $0.7 million increase for data center costs primarily due to additional space needed for expansion, and other general IT expense. Information technology and communication costs increased $4.2 million, or 19.8%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $3.1 million increase in software maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the new MIAX Futures and BSX trading platforms. • $1.1 million increase for data center costs primarily due to additional space needed for expansion, and other general IT expense. Depreciation and Amortization Depreciation and amortization increased $2.2 million, or 36.1% for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $2.7 million increase resulting from capital spending relating to trading system and business system capacity growth and new functionality. • $0.5 million decrease from certain assets being fully depreciated. Depreciation and amortization increased $4.2 million, or 24.7% for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $4.7 million increase resulting from capital spending relating to trading system and business system capacity growth and new functionality. • $0.5 million decrease from certain assets being fully depreciated. Occupancy Costs Occupancy costs increased $1.2 million, or 52.8%, for the three months ended September 30, 2025 compared to the same period in 2024, $2.0 million, or 28.2%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to a lease renewal, and additional space for the MIAX Sapphire floor. Professional Fees and Outside Services Professional fees and outside services costs decreased $1.9 million, or 14.6%, for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $1.7 million decrease in litigation and other legal expenses. Professional fees and outside services costs decreased $4.5 million, or 13.0%, for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $3.4 million decrease in litigation expenses. • $2.6 million decrease in other legal expenses. • $0.5 million decrease in employee placement fees. • $1.3 million increase in regulatory expenses primarily driven by the launch of MIAX Sapphire in August 2024. • $0.6 million increase in audit fees. 83 Table of Contents Marketing and Business Development Marketing and business development costs were relatively unchanged for the three and nine months ended September 30, 2025 compared to the same periods in 2024. Acquisition-Related Costs Acquisition-related costs of $2.9 million for the nine months ended September 30, 2025 relate to the TISE Acquisition. Acquisition-related costs include fees for professional services, and other external costs directly related to the acquisition. There were no acquisition-related costs in 2024. General, Administrative, and Other General, administrative, and other expenses increased $4.5 million, or 114.0% for the three months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $2.0 million increase due to owned land and building impairments. • $1.6 million increase in director related fees primarily due to one time IPO related termination payments to former directors. • $0.6 million increased travel and entertainment. General, administrative, and other expenses increased $4.6 million, or 32.1% for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to: • $2.7 million increase due to owned land and building impairments. • $1.6 million increase in director related fees primarily due to one time IPO related termination payments to former directors. • $1.5 million increased travel and entertainment. • $0.5 million for reimbursement to certain MIAX Sapphire exchange members resulting from claims for losses due to a system disruption caused by an operational error. • $3.0 million decrease due to a 2024 settlement fee paid to the Prior Loan Agreement lender. Operating Income (Loss) As a result of the items above, there was an operating loss of $0.3 million for the three months ended September 30, 2025 compared to an operating loss of $1.2 million for the same period in 2024. For the nine months ended September 30, 2025, operating income was $49.3 million compared to an operating loss of $10.0 million for the same period in 2024. Change in Fair Value of Puttable Common Stock The change in fair value of puttable common stock of $(0.3) million for the three months ended September 30, 2025, and $(6.8) million for the three months ended September 30, 2024 represents the increase in fair value of outstanding common stock awarded to the participants of ERPs I and II. Prior to the IPO, these awards had an associated put right that could require the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The fair market value of these awards was reflected in puttable common stock, net of current portion on the Company’s consolidated balance sheets. The change in fair value of puttable common stock of $(2.2) million for the nine months ended September 30, 2025, and $(8.1) million for the nine months ended September 30, 2024 represents the increase in fair value of outstanding common stock awarded to the participants of ERPs I and II. Prior to the IPO, these awards had an associated put right that could require the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The fair market value of these awards was reflected in puttable common stock, net of current portion on the Company’s consolidated balance sheets. The right to put shares terminated upon completion of the Company’s IPO in August 2025. 84 Table of Contents Change in Fair Value of Puttable Warrants Issued with Debt The change in fair value of puttable warrants issued with debt of $(0.3) million for the three months ended September 30, 2025, and $(1.6) million for the three months ended September 30, 2024, represents the increase in fair value of the warrants issued in connection with the 2029 Senior Secured Term Loan. Prior to the IPO, the warrants included a put right for unexercised warrant under certain conditions. The initial fair value of the puttable warrants was accounted for as a debt discount and the fair value of the outstanding liability was reflected in puttable warrants issued with debt on the Company’s consolidated balance sheets. The change in fair value of puttable warrants issued with debt of $(1.2) million for the nine months ended September 30, 2025, and $(1.6) million for the three months ended September 30, 2024 represents the increase in fair value of the warrants issued in connection with the 2029 Senior Secured Term Loan. Prior to the IPO, the warrants included a put right for unexercised warrant under certain conditions. The initial fair value of the puttable warrants was accounted for as a debt discount and the fair value of the outstanding liability was reflected in puttable warrants issued with debt on the Company’s consolidated balance sheets. The right to put warrants terminated upon completion of the Company’s IPO in August 2025. Interest Expense and Amortization of Debt Issuance Costs Interest expense and amortization of debt issuance costs was $3.4 million for the three months ended September 30, 2025, an increase of $1.2 million, or 53.0%, compared to the same period in 2024, and $12.7 million for the nine months ended September 30, 2025, an increase of $3.2 million, or 33.3%, compared to the same period in 2024, primarily due to the outstanding debt of $140 million under the 2029 Senior Secured Term Loan. On August 18, 2025, the Company used portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million. Interest Income Interest income was $2.7 million for the three months ended September 30, 2025, an increase of $1.8 million or 216.4% compared to the same period in 2024, and $5.4 million for the nine months ended September 30, 2025, an increase of $3.4 million or 171.8% compared to the same period in 2024, both primarily due to a higher average cash balance primarily due to proceeds from the IPO and increased cash from operations. Unrealized Gain (Loss) on Derivative Assets For the three months ended September 30, 2024, the unrealized gain of $10.0 million represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. For the three months ended September 30, 2025, the unrealized gain of $8.0 million represents the unrealized gain on 250 million Pyth tokens that remain locked by the Pyth Network. For the nine months ended September 30, 2024, the unrealized gain of $76.7 million represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. For the nine months ended September 30, 2025, the unrealized loss of $39.0 million reflects the unrealized loss resulting from the mark-to-market valuation of the 125 million Pyth tokens upon unlocking prior to their sale during the second quarter of 2025, and of the 250 million Pyth tokens that remain locked by the Pyth Network. Gain (Loss) on Sale of Intangible Asset The 2024 gain of $52.6 million represents the realized gain on the first tranche of the 125 million Pyth tokens that were unlocked by the Pyth Network and sold by BSX during the second quarter of 2024. BSX sold these tokens for $52.6 million, net of expenses incurred. The 2025 loss of $2.1 million represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. The loss represents the difference in the fair value of the intangible asset (upon unlocking of the underlying Pyth tokens) and the sale proceeds. BSX sold these tokens for $16.2 million, net of expenses incurred. Loss on Debt Extinguishment On August 18, 2025, the Company used a portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 85 Table of Contents million. The Company paid $178.4 million, including the outstanding interest payable of $2.5 million and a prepayment premium of $36.0 million. For the three and nine months ended September 30, 2025, the Company recorded a loss on debt extinguishment of $107.7 million, which included the unamortized debt discount and issuance cost balance of $71.6 million, the prepayment premium of $36.0 million and legal expenses of $0.1 million. Other, Net For the three months ended September 30, 2025, other loss, net of $1.6 million primarily represents a warrant modification expense of $1.5 million. For the three months ended September 30, 2024, other loss, net of $0.7 million primarily represents a $2.0 million loss on the remeasurement of the pre-existing equity interest in TISE, partially offset by dividend income of $0.1 million and an unrealized gain on available for sale marketable securities of $1.1 million. For the nine months ended September 30, 2025, other income, net of $10.8 million primarily represents an $8.6 million gain on the remeasurement of the pre-existing equity interest in TISE, unrealized gain on available for sale marketable securities of $1.7 million, dividend income of $1.0 million, foreign currency gain of $0.9 million, partially offset by a warrant modification expense of $1.5 million. For the nine months ended September 30, 2024, other loss, net of $0.1 million primarily represents a $2.0 million loss on the remeasurement of the pre-existing equity interest in TISE, inducement expenses for debt conversions of $1.5 million, partially offset by dividend income of $2.6 million, unrealized gain on available for sale marketable securities of $0.4 million, and $0.3 million related to MIAXdx margin deposit interest income. Income (Loss) Before Income Tax Provision As a result of the above, loss before income tax provision was $102.9 million for the three months ended September 30, 2025 compared to a loss of $1.6 million for the same period in 2024. For the nine months ended September 30, 2025, there was a loss of $99.4 million as compared to income of $101.8 million for the same period in 2024. Income Tax Provision For the three months ended September 30, 2025, there was an income tax benefit of $0.8 million. For the three months ended September 30, 2024, there was an income tax expense of $1.6 million. The $2.4 million change was primarily due to the current tax benefit in the third quarter of 2025 as a result of the One Big Beautiful Bill Act being signed into law on July 4, 2025, and the non-recurrence of a deferred tax expense related to indefinite lived assets in the third quarter of 2024. For the nine months ended September 30, 2025, there was an income tax expense of $0.5 million. For the nine months ended September 30, 2024, there was an income tax expense of $2.7 million. The decrease of $2.2 million was primarily due to the non-recurrence of a deferred tax expense in the nine months ended September 30, 2024, partially offset by the current tax expense on TISE’s post-acquisition income. Net Income (Loss) As a result of the items above, there was a net loss for the three months ended September 30, 2025 of $102.1 million compared to a net loss of $3.2 million for the same period in 2024. For the nine months ended September 30, 2025, there was a net loss of $100.0 million as compared to net income of $99.1 million for the same period in 2024. Segment Operating Results We report results from our four segments: Options, Equities, Futures, and International. Segment performance is primarily based on adjusted revenues less cost of revenues, operating income and adjusted EBITDA. We have aggregated all corporate costs, as well as other business ventures, within the Corporate and Other as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment. 86 Table of Contents The following summarizes our total revenues by segment (in thousands, except percentages): Percentage of Total Revenues Percentage of Total Revenues Three Months Ended September 30, Percent Change Three Months Ended September 30, Nine Months Ended September 30, Percent Change Nine Months Ended September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Options $ 276,540 $ 200,058 38.2 % 81.4 % 72.3 % $ 799,393 $ 599,171 33.4 % 80.4 % 73.4 % Equities 38,028 50,647 (24.9) % 11.2 % 18.3 % 118,466 141,994 (16.6) % 11.9 % 17.4 % Futures 19,364 24,840 (22.0) % 5.7 % 9.0 % 67,278 71,684 (6.1) % 6.8 % 8.8 % International 5,533 806 586.5 % 1.6 % 0.3 % 8,650 2,460 251.6 % 0.9 % 0.3 % Corporate/Other 313 305 2.6 % 0.1 % 0.1 % 852 867 (1.7) % 0.1 % 0.1 % Total revenues $ 339,778 $ 276,656 22.8 % 100.0 % 100.0 % $ 994,639 $ 816,176 21.9 % 100.0 % 100.0 % The following summarizes our total adjusted revenues less cost of revenues by segment (in thousands, except percentages): Percentage of Total Adjusted Revenues Less Cost of Revenues Percentage of Total Adjusted Revenues Less Cost of Revenues Three Months Ended September 30, Percent Change Three Months Ended September 30, Nine Months Ended September 30, Percent Change Nine Months Ended September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Options $ 94,499 $ 60,925 55.1 % 86.3 % 87.6 % $ 268,488 $ 174,420 53.9 % 87.7 % 89.0 % Equities 4,352 2,234 94.8 % 4.0 % 3.2 % 12,374 2,491 396.7 % 4.0 % 1.3 % Futures 4,786 5,288 (9.5) % 4.4 % 7.6 % 15,665 15,676 (0.1) % 5.1 % 8.0 % International 5,533 806 586.5 % 5.1 % 1.2 % 8,650 2,460 251.6 % 2.8 % 1.3 % Corporate/Other 313 305 2.6 % 0.3 % 0.4 % 852 867 (1.7) % 0.3 % 0.4 % Total adjusted revenues less cost of revenues (1) $ 109,483 $ 69,558 57.4 % 100.0 % 100.0 % $ 306,029 $ 195,914 56.2 % 100.0 % 100.0 % (1) See “Overview” above for a reconciliation of revenues less costs of revenues to adjusted revenues less costs of revenues. Options The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Options segment (in thousands, except percentages): Three Months Ended, September 30, Percent Change Percentage of Total Revenues Nine Months Ended, September 30, Percent Change Percentage of Total Revenues Three Months Ended, September 30, Nine Months Ended, September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Revenues less cost of revenues $ 94,499 $ 60,925 55.1 % 34.2 % 30.5 % $ 268,488 $ 174,420 53.9 % 33.6 % 29.1 % Operating expenses 43,135 27,998 54.1 % 15.6 % 14.0 % 107,348 81,435 31.8 % 13.4 % 13.6 % Operating income $ 51,364 $ 32,927 56.0 % 18.6 % 16.5 % $ 161,140 $ 92,985 73.3 % 20.2 % 15.5 % Adjusted EBITDA (1) $ 69,120 $ 40,733 69.7 % 25.0 % 20.4 % $ 194,353 $ 117,547 65.3 % 24.3 % 19.6 % Adjusted EBITDA margin (2) 73.1 % 66.9 % 72.4 % 67.4 % __________________ (1) See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures. 87 Table of Contents (2) Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues. Revenues less cost of revenues increased $33.6 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to: • $26.0 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to a 25.6% increase in Options market contracts, a 56.1% increase in MIH Options contracts, and an 8.4% increase in revenue per contract. • $4.3 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024. • $1.3 million increase in proprietary market data primarily due to the launch of MIAX Sapphire in August 2024, as well as fee increases and new product offerings. • $1.0 million increase in OPRA market data fees primarily due to the launch of MIAX Sapphire in August 2024. For the three months ended September 30, 2025, operating expenses increased $15.1 million compared to the three months ended September 30, 2024 primarily due to: • $11.9 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO. • $1.0 million increase in information technology and communication costs. • $1.0 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire. • $0.8 million increased in occupancy costs primarily due to the launch of MIAX Sapphire. As a result of the items above, operating income increased $18.4 million, or 56.0%, for the three months ended September 30, 2025 compared to the same period in 2024. After adjusting primarily for share-based compensation and litigation costs, adjusted EBITDA increased $28.4 million, or 69.7%, for the three months ended September 30, 2025 compared to the same period in the prior year. Revenues less cost of revenues increased $94.1 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to: • $76.9 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to due to a 23.4% increase in Options market contracts, a 38.9% increase in MIH Options contracts, and a 24.1% increase in revenue per contract. • $9.6 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024. • $4.0 million increase in proprietary market data primarily due to the launch of MIAX Sapphire in August 2024, as well as fee increases and new product offerings. • $2.4 million increase in OPRA market data fees primarily due to the launch of MIAX Sapphire in August 2024. For the nine months ended September 30, 2025, operating expenses increased $25.9 million compared to the nine months ended September 30, 2024 primarily due to: • $19.7 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO, additional headcount, and higher bonus. • $2.4 million increase in information technology and communication costs. • $2.2 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire. • $1.7 million increase in regulatory fees primarily due to the launch of MIAX Sapphire. • $1.2 million increased in occupancy costs primarily due to the launch of MIAX Sapphire. • $0.9 million increased travel and entertainment. • $2.8 million decrease in litigation and other legal expenses. 88 Table of Contents As a result of the items above, operating income increased $68.2 million, or 73.3%, for the nine months ended September 30, 2025 compared to the same period in 2024. After adjusting primarily for share-based compensation and litigation costs, adjusted EBITDA increased $76.8 million, or 65.3%, for the nine months ended September 30, 2025 compared to the same period in the prior year. Equities The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Equities segment (in thousands, except percentages): Percentage of Total Revenues Percentage of Total Revenues Three Months Ended, September 30, Percent Change Three Months Ended, September 30, Nine Months Ended, September 30, Percent Change Nine Months Ended, September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Revenues less cost of revenues $ 4,352 $ 2,234 94.8 % 11.4 % 4.4 % $ 12,374 $ 516 2,298.1 % 10.4 % 0.4 % Operating expenses 9,210 7,233 27.3 % 24.2 % 14.3 % 24,340 21,371 13.9 % 20.5 % 15.1 % Operating loss $ (4,858) $ (4,999) * * * $ (11,966) $ (20,855) * * * Adjusted EBITDA (1) $ (889) $ (2,494) * * * $ (3,524) $ (11,431) * * * Adjusted EBITDA margin (2) * * * * __________________ * Not meaningful (1) See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures. (2) Adjusted EBITDA margin represents adjusted EBITDA divided by Adjusted revenues less cost of revenues. Revenues less cost of revenues increased $2.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to: • $3.1 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved, but still negative pricing, as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. • $1.3 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. For the three months ended September 30, 2025, operating expenses increased $2.0 million compared to the three months ended September 30, 2024 primarily due to: • $1.4 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO. • $0.4 million increase in information technology and communication costs primarily due to higher software maintenance. As a result of the items above, there was an operating loss of $4.9 million for the three months ended September 30, 2025 as compared to an operating loss of $5.0 million in the same period in the prior year. After adjusting primarily for share-based compensation, adjusted EBITDA was a loss of $0.9 million as compared to a $2.5 million loss for the same period in the prior year. 89 Table of Contents Revenues less cost of revenues increased $11.9 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to: • $10.3 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume. • $2.0 million decrease in the ERP cost of revenue due to the program ending as of June 30, 2024. • $1.0 million increase in proprietary market data primarily due to fee increases and new product offerings. • $0.7 million increase in access fees. • $2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans. For the nine months ended September 30, 2025, operating expenses increased $3.0 million compared to the nine months ended September 30, 2024 primarily due to: • $1.8 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO, partially offset by lower allocated headcount. • $1.0 million increase in information technology and communication costs primarily due to higher software maintenance. As a result of the items above, there was an operating loss of $12.0 million for the nine months ended September 30, 2025 as compared to an operating loss of $20.9 million in the same period in the prior year. After adjusting primarily for share-based compensation, adjusted EBITDA was a loss of $3.5 million as compared to an $11.4 million loss for the same period in the prior year. Futures The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Futures segment (in thousands, except percentages): Three Months Ended, September 30, Percent Change Percentage of Total Revenues Nine Months Ended, September 30, Percent Change Percentage of Total Revenues Three Months Ended, September 30, Nine Months Ended, September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Revenues less cost of revenues $ 4,786 $ 5,288 (9.5) % 24.7 % 21.3 % $ 15,665 $ 15,676 (0.1) % 23.3 % 21.9 % Operating expenses 23,322 18,108 28.8 % 120.4 % 72.9 % 58,275 51,896 12.3 % 86.6 % 72.4 % Operating loss $ (18,536) $ (12,820) * * * $ (42,610) $ (36,220) * * * Adjusted EBITDA (1) $ (9,563) $ (8,027) * * * $ (25,754) $ (24,621) * * * Adjusted EBITDA margin (2) * * * * __________________ * Not meaningful (1) See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures. (2) Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues. Revenues less cost of revenues decreased $0.5 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to: • $0.4 million lower interest income. • $0.4 million lower listings fees. 90 Table of Contents • Net transaction fees were flat primarily due to decreased volumes caused by participant migration to the new MIAX Futures Onyx trading platform, and lower volatility. This was offset by the elimination of expenses related to CME Globex. The CME Globex expense ceased beginning June 30, 2025 when MIAX Futures migrated off of the CME Globex platform and onto the MIAX Futures Onyx trading platform. • $0.2 million increased in proprietary market data. For the three months ended September 30, 2025, operating expenses increased $5.2 million compared to the same period in the prior year, primarily due to: • $4.7 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO. • $0.8 million increase in depreciation and amortization primarily due to the buildout of the new MIAX Futures clearing and trading platform (MIAX Futures Onyx). As a result of the items above, there was an operating loss of $18.5 million for the three months ended September 30, 2025 as compared to an operating loss of $12.8 million in the same period in the prior year. After adjusting primarily for share-based compensation and investment gain/loss, adjusted EBITDA was a loss of $9.6 million as compared to an $8.0 million loss for the same period in the prior year. Revenues less cost of revenues was relatively unchanged for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to: • $0.7 million higher net transaction fees primarily due to higher agricultural volume. • $0.5 million higher MIAXdx storage fees. • $0.5 million lower interest income. • $0.8 million lower listings fees. For the nine months ended September 30, 2025, operating expenses increased $6.4 million compared to the same period in the prior year, primarily due to: • $5.9 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO. • $1.3 million increase in depreciation and amortization primarily due to the buildout of the new MIAX Futures clearing and trading platform (MIAX Futures Onyx). • $0.5 million increase in marketing and business development expenses. • $2.1 million decrease in professional fees and outside services primarily due to lower legal expenses. As a result of the items above, there was an operating loss of $42.6 million for the nine months ended September 30, 2025 as compared to an operating loss of $36.2 million in the same period in the prior year. After adjusting primarily for share-based compensation and investment gain/loss, adjusted EBITDA was a loss of $25.8 million as compared to a $24.6 million loss for the same period in the prior year. 91 Table of Contents International The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our International segment (in thousands, except percentages): Percentage of Total Revenues Percentage of Total Revenues Three Months Ended, September 30, Percent Change Three Months Ended, September 30, Nine Months Ended, September 30, Percent Change Nine Months Ended, September 30, 2025 2024 2025 2024 2025 2024 2025 2024 Revenues less cost of revenues $ 5,533 $ 806 586.5 % 100.0 % 100.0 % $ 8,650 $ 2,460 251.6 % 100 % 100 % Operating expenses 4,750 3,452 37.6 % 85.8 % 428.3 % 10,472 10,479 (0.1) % 121.1 % 426.0 % Operating income (loss) $ 783 $ (2,646) * 14 % * $ (1,822) $ (8,019) * * * Adjusted EBITDA (1) $ 1,729 $ (1,682) * 32 % * $ 131 $ (5,574) * * * Adjusted EBITDA margin (2) 31.2 % * 1.5 % * __________________ * Not meaningful (1) See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures. (2) Adjusted EBITDA margin represents adjusted EBITDA divided by Adjusted revenues less cost of revenues. Revenues less cost of revenues increased $4.7 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, primarily due to the TISE Acquisition in June 2025. For the three months ended September 30, 2025, operating expenses increased $1.3 million compared to the three months ended September 30, 2024 primarily due to: • $2.2 million increase in total operating expenses due to the TISE Acquisition in June 2025. • $0.7 million decrease in compensation and benefits excluding the impact of the TISE Acquisition, due to lower allocation of employees based on project work. As a result of the items above, operating income was $0.8 million for the three months ended September 30, 2025 as compared to an operating loss of $2.6 million in the same period in the prior year. After adjusting primarily for unrealized and realized gains and losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $1.7 million as compared to a $1.7 million loss for the same period in the prior year. Revenues less cost of revenues increased $6.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to the TISE Acquisition in June 2025. For the nine months ended September 30, 2025, operating expenses was relatively unchanged compared to the nine months ended September 30, 2024 primarily due to: • $2.9 million decrease in compensation and benefits excluding the impact of the TISE Acquisition due to lower allocation of employees based on project work. • $3.1 million increase in total operating expenses due to the TISE Acquisition in June 2025. As a result of the items above, there was an operating loss of $1.8 million for the nine months ended September 30, 2025 as compared to an operating loss of $8.0 million in the same period in the prior year. After adjusting primarily for unrealized and realized gains and losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $0.1 million as compared to a $5.6 million loss for the same period in the prior year. 92 Table of Contents Liquidity and Capital Resources Since our inception, we have financed operations primarily through issuances of common stock and warrants, borrowings under credit facilities and cash flow from operating activities. On August 15, 2025, the Company completed its IPO, in which the Company issued 17,250,000 shares of common stock at a public offering price of $23.00 per share, which included 2,250,000 shares issued pursuant to the underwriters’ option to purchase additional shares of the Company’s common stock. The Company received $396.8 million in proceeds, before deducting underwriting discounts and commissions and offering expenses. Based on our current level of operations, we believe our available cash, available borrowings and cash provided by operations will be adequate to meet our current liquidity needs for the next 12 months. In the near term, we expect that our cash from operations will meet our cash needs to fund our operations, capital expenditures, interest payments on debt and debt repayments. Our future capital requirements will depend on many factors, including but not limited to, our growth rate, headcount, sales and marketing activities, research and development efforts, capital expenditures, the introduction of new products and offerings, potential merger and acquisition activity, other strategic initiatives, volatility in the market or in certain securities and trading volume of our customers. We may be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition. Cash Flows The following table summarizes our cash flow activities for the nine months ended September 30, 2025 and 2024 (in thousands): Nine Months Ended September 30, 2025 2024 Net cash provided by operating activities $ 120,845 $ 72,399 Net cash used in investing activities (84,494) (31,523) Net cash provided by financing activities 211,686 30,039 Effect of exchange rate changes on cash and cash equivalents (84) — Increase in cash, cash equivalents, segregated cash, and restricted cash $ 247,953 $ 70,915 Nine Months Ended September 30, 2025 2024 Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: Cash and cash equivalents $ 401,482 $ 125,091 Cash segregated under federal and other regulations 29,509 33,256 Restricted cash 6,005 6,375 Restricted cash (clearing house performance bonds and guarantee funds) 86,204 70,700 Restricted cash (participant margin deposits) 1,151 11,631 Total $ 524,351 $ 247,053 Cash provided by operating activities consisted of net income (loss) adjusted for certain non-cash items including depreciation and amortization and share-based compensation expense, as well as the effect of changes in operating assets and liabilities. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in user activity, the timing of cash receipts and payments and vendor payment terms. For the nine months ended September 30, 2025, cash provided by operating activities was $120.8 million, primarily due to a net loss of $100.0 million, $234.0 million add-back of non-cash expenses, partially offset by $13.2 million of cash outflows from changes in operating assets and liabilities The primary drivers of the non-cash expenses during the period was a $107.7 million loss on extinguishment of debt, unrealized loss of $39.0 million on the right to receive Pyth tokens, depreciation and amortization expense of $21.3 million, and share-based compensation expense of $48.0 million. 93 Table of Contents For the nine months ended September 30, 2024, cash provided by operating activities was $72.4 million, primarily due to net income of $99.1 million and $22.8 million of cash generated from changes in operating assets and liabilities, partially offset by $3.9 million reduction from non-cash income. The primary drivers of the increase in operating assets and liabilities during the period are the increase in accounts receivable and decrease in accrued compensation. The primary driver of the non-cash income earned during the period was the unrealized gain of $76.7 million on the right to receive Pyth tokens, partially offset by depreciation, amortization and share-based compensation totaling $50.7 million. For the nine months ended September 30, 2025, cash used in investing activities was $84.5 million, consisting of $56.5 million in cash paid, net of cash acquired for TISE, $18.7 million in purchases of property, equipment and leasehold improvements, and $9.4 million in capitalization of internally developed software. For the nine months ended September 30, 2024, cash used in investing activities was $31.5 million, which primarily consisted of $20.6 million in purchases of property, equipment and leasehold improvements, $9.3 million in capitalization of internally developed software and $1.6 million in purchases of investments. For the nine months ended September 30, 2025, cash provided by financing activities was $211.7 million, consisting primarily of $366.6 million in net proceeds from the IPO, $36.9 million in proceeds from issuance of debt, partially offset by $140.0 million of debt principal repayment, $36.1 million of debt prepayment premium, and $21.8 million from stock repurchases. For the nine months ended September 30, 2024, cash provided by financing activities was $30.0 million, which primarily consisted of $95.0 million in proceeds from issuance of debt and puttable warrants issued with debt, partially offset by $57.3 million of debt repayments. Contractual Obligations 2029 Senior Secured Loan Agreement On August 21, 2024, the Company entered into the 2029 Senior Secured Loan Agreement in the principal amount of $100 million with an interest rate of 12.90% per annum and a five year term. In June 2025, the Company entered into the Incremental Term Loan in the aggregate principal amount of $40 million on substantially the same terms as the 2029 Senior Secured Term Loan. In connection with the 2029 Senior Secured Term Loan, the Company also issued to the lenders 3,795,564 warrants to purchase shares of the Company’s common stock. The warrants to purchase shares of common stock have an exercise price equal to $7.15 per share and $8.55 per share for the 2,277,338 and 1,518,226 warrants, respectively, and expire on August 21, 2032. Prior to the IPO, these warrants had been accounted for as a liability given the put right associated with the securities. Upon completion of the IPO in August 2025, in accordance with the terms of the 2029 Senior Secured Term Loan, the put right was terminated. The Company remeasured the puttable warrants at fair value for $65.4 million and reclassified into equity in the condensed consolidated balance sheet as of September 30, 2025. On August 18, 2025, the Company used a portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan, including the incremental loan, in an aggregate principal amount of $140.0 million. Convertible Promissory Notes On December 4, 2020, the Company issued a 9.5% convertible note for $5.0 million to an existing stockholder due five years from the date of issuance. Interest is payable quarterly and the principal and the unpaid interest is convertible into the Company’s common stock at the option of the holder at a price of $16.00 per share. Notes Payable During 2023, the Company issued $1.5 million of unsecured promissory notes due 2026 pursuant to which unpaid interest (but not the principal) is convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $20.50 per share until maturity. Lines of Credit As of September 30, 2025, MIAX Futures maintained two unsecured revolving lines of credit with a bank, one for $6.0 million and another for $4.0 million. Both unsecured lines of credit expire on December 31, 2025. Borrowings bear interest at the bank's prime rate less 0.25% (effective rate of 7.00% as of September 30, 2025 and 7.25% as of December 94 Table of Contents 31, 2024) and have an annual commitment fee of 0.40%. MIAX Futures also maintains a secured line of credit with another bank for $40 million which will expire on July 28, 2026. The secured line of credit carries an interest at the bank's prime rate of 7.25% as of September 30, 2025 and 7.50% as of December 31, 2024, and an annual commitment fee of 0.25% through July 2026. At September 30, 2025 and December 31, 2024, there were no amounts outstanding on any lines of credit. No interest expense was incurred related to the above lines of credit for the three and nine months ended September 30, 2025 and 2024. MIAX Futures is required to maintain certain financial minimums and restrictions. MIAX Futures complied with all such covenants as at September 30, 2025. As of September 30, 2025, 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 was no amount outstanding as of September 30, 2025 and December 31, 2024 and Dorman Trading did not incur any interest expense during the three and nine months ended September 30, 2025 and 2024. Off-Balance Sheet Arrangements The following table summarizes our off-balance sheet arrangements as of September 30, 2025. The amount of the obligations presented in the table summarizes our commitments to settle contractual obligations in cash as of the dates presented. Payments due by period Total Less than 1 year More than 1 year Purchase obligations $ 13,764 $ 2,693 $ 11,071 Purchase obligations include long term non-cancelable agreements with consultants and vendors to provide services. Recent Accounting Pronouncements For a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Critical Accounting Policies and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements and the related notes thereto, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we apply accounting policies and estimates that affect the reported amounts and related disclosures. Inherent in such policies are certain key assumptions and estimates made by management, which we believe best reflect our underlying business and economic conditions. Our estimates are based on historical experience and various other factors and assumptions that we believe are reasonable under the circumstances. We regularly re-evaluate our estimates used in the preparation of the condensed consolidated financial statements based on our latest assessment of the current and projected business and economic environment. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates. There have been no material changes to our critical accounting policies and estimates as described in our Final Prospectus. For additional information about our critical accounting estimates, see the disclosure included in our Final Prospectus. Item 3. Quantitative and Qualitative Disclosures About Market Risk Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. Information relating to quantitative and qualitative disclosures about these market risks is described below. Interest Rate Risk As of September 30, 2025 and December 31, 2024, our cash and cash equivalents were $401.5 million and $150.3 million, respectively, of which $0.8 million and $0.6 million, respectively, were held in Bermuda, and $19.2 million and $0.0 million, respectively, were held in Guernsey. The remaining cash and cash equivalents are denominated in U.S. dollars and held primarily in interest-bearing accounts with financial institutions. Given the short-term nature and composition of these cash and cash equivalent balances, the Company does not believe that the results of operations or cash 95 Table of Contents flows would be affected to any significant degree by a sudden change in market interest rates. As of September 30, 2025, we had $6.5 million in outstanding debt, of which $5.0 million related to unsecured convertible promissory notes and $1.5 million related to unsecured promissory notes. The outstanding debt bears interest at a fixed interest rate. Changes in interest rates will have no impact on the interest we pay on fixed rate obligations. Currency Exchange Risk We are exposed to foreign currency translation risk as revenues and expenses from our operations in Guernsey, through TISE, are denominated in British pound. For the three and nine months ended September 30, 2025, the foreign currency impact of TISE on our consolidated revenues and expenses was not material. Equity Risk Our investment in TISE with functional currency of British pound is exposed to volatility in currency exchange rate through translation of our net assets or equity to U.S. dollar. The translation of the non-U.S. dollar statement of financial condition into U.S. dollar, our reporting currency, results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive income, net within stockholders' equity on our consolidated balance sheets. As of September 30, 2025, our net equity investment in TISE amounted to $97.3 million and a 10% change in British pound foreign currency exchange rate would result in a $9.7 million impact on our consolidated equity. Credit Risk We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by considering such risk when selecting the counterparties with which we make investments and execute agreements. The Company maintains cash with multiple regulated financial institutions and brokerage firms, and such balances may occasionally exceed depository insurance limits. Management monitors the financial condition of these institutions and believes that the likelihood of loss is remote. We do not have counterparty credit risk with respect to trades matched on our options or equities exchanges in the U.S. With respect to equities, we deliver matched trades of our customers to the National Securities Clearing Corporation (“NSCC”) without taking on counterparty risk for those trades. NSCC acts as a central counterparty on all equity transactions occurring on MIAX Pearl Equities and, as such, guarantees clearance and settlement of all of our matched equity trades. Similarly, with respect to U.S. options, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire and, as such, guarantees clearance and settlement of all of our matched options trades. With respect to orders routed to other markets for execution on behalf of our customers, we are exposed to some counterparty credit risk in the case of failure to perform on the part of our routing brokers. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the consolidated financial statements for these guarantees. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or more visible market participants could also result in market-wide credit difficulties or other market disruptions. We also have credit risk related to fees that are billed in arrears to customers on a monthly basis. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our consolidated balance sheet. Our customers are financial institutions whose ability to satisfy their contractual obligations may be impacted by volatile securities markets. On a regular basis, we review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our consolidated financial position and results of operations. Any such effects to date have been minimal. Through MIAX Futures, the Company is exposed to further credit risk through our clearing operations. MIAX Futures holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks. The following is a summary of the risks associated with these deposits and how these risks are mitigated: • Credit Risk — Credit risk to MIAX Futures comes primarily from two sources, which are the potential default or insolvency of a clearing participant or the insolvency of a settlement bank. Credit risk from clearing participants 96 Table of Contents stems from the potential risk of non-performance by a participant to satisfy its obligations, financial or otherwise, to the clearing house. MIAX Futures attempts to mitigate credit risk posed by clearing participants through a variety of methods, such as marking open positions to market twice daily and requiring clearing participants to make security deposits and pledge margin based upon open positions held at MIAX Futures. Furthermore, MIAX Futures uses risk-based margin methodologies and models to estimate volatilities and determine appropriate margin requirements expected to cover exposures and reduce credit risk posted by market fluctuations. Although MIAX Futures clears limited physically delivered contracts, MIAX Futures may face large credit exposures on final settlement days should a participant fail to perform on its delivery obligations. To mitigate this risk, MIAX Futures closely monitors clearing participant exposures during the delivery period and applies product-specific heightened risk management standards through its rules. As to credit risk of settlement banks, MIAX Futures rules require that clearing participants maintain accounts at a settlement bank approved by MIAX Futures. In addition, MIAX Futures monitors approved settlement banks on an ongoing basis by performing financial reviews that evaluate, among other items, a bank’s capital resources and liquidity. • Liquidity Risk — Liquidity risk is the risk MIAX Futures may not be able to meet its payment obligations on time. To help mitigate this risk, MIAX Futures monitors its liquidity requirements closely and maintains funds and assets in a manner which attempts to minimize the risk of loss or delay in the access by the clearing house to such funds and assets. For example, liquidity risks posed by clearing participants are addressed through the collection of margin and the posting of security deposits. On a daily basis, MIAX Futures calculates performance bond requirements for all of its clearing participants’ portfolios and requires that clearing participants post funds to the clearing house to cover its margin requirement. MIAX Futures also maintains multiple lines of credit that could be drawn upon to increase liquidity in the event of a default of a clearing participant. Lastly, MIAX Futures holds sufficient liquid resources to meet its financial obligations in the event of a default by the two clearing participants or their affiliates creating the largest combined loss to the clearing house in extreme but plausible market conditions. • Market Risk — Market risk, including procyclicality, is another a source of risk faced by MIAX Futures. To help mitigate market risk, the clearing house establishes bond requirements designed to limit the likelihood of procyclical changes in such requirements and mitigate costly and disruptive adjustments to performance bond requirements in periods of high market volatility. Specifically, MIAX Futures rules provide that when calculating performance bond requirements, the clearing house will include measures designed to limit procyclicality that are equivalent to at least one of the options listed in Article 1, paragraph 2(b) of the European Commission’s Implementing Decision 2016/377. Through Dorman Trading, the Company is exposed to further regulatory and credit risks. Dorman Trading holds material amounts of customer funds. The following is a summary of the risks associated with these funds and how these risks are mitigated: • Regulatory Risk — Dorman Trading is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. Dorman Trading has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. Dorman Trading requires clients to make margin deposits the next business day, and requires their largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of clients’ net, or non-clearing FCM gross, open positions and required margin per contract. Dorman Trading is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC. These rules specify the minimum amount of capital that must be available to support clients’ account balances and open trading positions, including the amount of assets that Dorman Trading must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity. The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them. • Client and Counterparty Credit and Liquidity Risk — Dorman Trading’s operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations. As a clearing broker, Dorman Trading acts on behalf of their clients for all trades consummated on exchanges. Dorman Trading must pay initial and variation margin to the exchanges, on a net basis, before receiving the required payments from our clients. Accordingly, Dorman Trading is responsible 97 Table of Contents for clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Dorman Trading’s clients are required to make any margin deposits the next business day, and requires their largest clients to make intra-day margin payments during periods of significant price movement. Dorman Trading’s clients are obligated to maintain margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions. Additionally, Dorman Trading deposits its own funds and its customers’ funds with banks and other financial institutions, including other FCMs under omnibus arrangements to effect daily cash settlements and, therefore, is exposed to the risks of settlement bank failures. Such failures could pose both credit risks and liquidity risks to Dorman Trading. In the event of the insolvency of one of these financial institutions, Dorman Trading might not be able to fully recover the assets it has deposited since, in certain cases, it will be among the institution’s unsecured creditors. Dorman Trading may also make demand deposits with banks that are secured only to the value of FDIC insurance or other national deposit guarantee coverage, which is small, and therefore, the deposits may in significant part be lost in the event any of these banks or financial institutions become insolvent. As a result, Dorman Trading’s business, financial condition and results of operations could be materially adversely affected by the loss of these funds. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) that have occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 98 Table of Contents Part II - Other Information Item 1. Legal Proceedings From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a material adverse effect on us because of defense and settlement costs, diversion of management resources and other factors. 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 a registered exchanges under the jurisdictions of the BMA and the GFSC, the MIAX Exchanges, MIAX Futures, MIAXdx, BSX and TISE, respectively, are subject to routine reviews and inspections by the SEC, CFTC, BMA and the GFSC. Dorman, as a registered FCM, is regulated by the CFTC and is subject to routine reviews and inspections by the CFTC and NFA. Management does not believe that the outcome of any of these reviews or inspections will have a material impact on the consolidated financial position, results of operations or cash flows of the Company. MIAXdx has responded to certain requests for information and documents from the CFTC’s Division of Enforcement and may come under additional regulatory scrutiny, requests or investigations in the future. The requests related to activities prior to our acquisition of MIAXdx, during the prior ownership of MIAXdx by FTX. We cannot predict the outcome of these requests. Any requests, inquiries, investigations or proceedings could result in substantial costs, sanctions, the diversion of resources, including management time, and potential harm to our reputation, which could have a material adverse effect on our business, financial condition and operating results. In the normal course of our business, we are exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Except as described below, we are not currently a party to any legal proceeding, the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. Nasdaq Matter On September 1, 2017, Nasdaq, filed an action against the Company in the Court alleging patent infringement and trade secret misappropriation relating to Nasdaq’s electronic trading technology and platforms. The Company subsequently filed six petitions before the PTAB at the USPTO seeking a determination that the subject patent was invalid under the current law. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. All claims asserted by Nasdaq against the Company under the six patents at issue were invalidated by the PTAB Final Written Decisions. On June 7, 2022, the USPTO Director denied Nasdaq’s request for review of the PTAB Final Written Decisions. On August 31, 2021, the Company filed the Company’s Answer. The Company’s Answer included denials of the allegations made by Nasdaq in the Complaint and Counterclaims by the Company including monopolization antitrust claims, patent misuse, sham litigation, and fraud on the USPTO by Nasdaq. The Company is seeking 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 and the stay in the Court matter was lifted as all of the PTAB proceedings were concluded with each of the Nasdaq patent claims at issue invalidated. 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 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. The parties each filed motions for summary judgment and motions to exclude certain experts. On September 29, 2025, the Court denied Nasdaq’s and MIAX’s motions for summary judgment, as well as the parties’ motions to exclude certain experts. The Court, granted Nasdaq’s motion to bifurcate MIAX’s equitable defenses of laches and unclean hands. Subsequently, the Court informed the parties that they should re-initiate discovery on the Company’s counterclaims against Nasdaq. The Court further informed the parties that it intends to preside over one trial with two phases, the first being the trade secret claims, followed by the second phase in which the Company would present its counterclaims against Nasdaq. The Company intends to continue defending its interest in this matter vigorously. 99 Table of Contents Item 1A. Risk Factors Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes thereto. Our business, results of operations, financial condition, or prospects could also be negatively affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline. Risks Related to Our Business A significant portion of our operating revenues is generated by our transaction and clearing-based business. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues less cost of revenues from transaction and clearing fees will most likely decrease. Our business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. Approximately 58.4% of our revenues less cost of revenues for the three months ended September 30, 2025, were from net transaction and clearing fees, calculated as transaction and clearing fees, less liquidity payments, brokerage, clearing, exchange, and Section 31 fees, divided by revenues less cost of revenues. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Components of Our Results of Operations” for additional information. Our exchanges’ current market participants and any market participants that our exchanges obtain in the future could decide to reduce their level of trading activity for any reason, including: • a reduction in trading demand by customers; • heightened capital maintenance requirements or other regulatory or legislative requirements; • reduced access to capital required to fund trading activities; and • significant market disruptions. Dorman Trading’s revenues and operating results may fluctuate because of the following, among other, factors: • market conditions, such as price levels and volatility in the commodities markets in which Dorman Trading operates; • changes in the volume of customer trading activities; and, • the level and volatility of interest rates. Trading volumes are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence. If the amount of trading volume on our exchanges or through our FCM were to decrease, we would likely see a decrease in fees. If we are unable to maintain our current trading volume or grow the trading volume on our exchanges or through our FCM, our financial performance would be negatively affected. In addition, exchange transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If the amount of our trading volume decreases, the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease. Global economic, political and financial market events or conditions may negatively impact our business. Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, political uncertainty and discord, currency fluctuations, interest rate changes, regional conflicts or wars and other geopolitical events or conflicts, international trade disputes and sanction laws, including the imposition of tariffs or 100 Table of Contents other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, which could negatively impact our business. A substantial portion of our revenues are derived from market data and access fees and fees for transactions executed and cleared in our markets. The market data and access fees and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including: • adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our products and services; • weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions; • cost-cutting pressures across the industry or a decrease in demand for our products and services that lead to a reduction in price; • consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants; • a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading; • regulatory or legislative changes impacting our business, our customers and financial markets; • the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy and away from crude oil, including regulatory or legislative changes; • disruptions due to terrorism, regional conflicts, wars, pandemics or other catastrophes; • a prolonged decrease in volatility in the financial markets; • heightened capital and margin requirements or mandated reductions in leverage resulting from new regulations; • defaults by clearing or exchange members or the inability of participants to pay out contractual obligations; • unforeseen market closures or other disruptions in trading and clearing; • changes to our contract specifications that are not viewed favorably by our market participants; or • reduced access to, or availability of, capital required to fund trading activities. A reduction in our overall trading volume could render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues. A reduction in trading volumes could also result in a corresponding decrease in the demand for our market data, which would further reduce our overall revenue. Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. Additionally, uncertainty and liquidity concerns in the financial markets can prove detrimental to the financial services industry and its participants, such as our vendors, suppliers, and investors, and may also adversely affect our operations and stock price. Our failure to maintain order flow from providers following the IPO could negatively affect our results of operations. We entered into arrangements with order flow providers of our MIAX Exchanges whereby MIH issued providers warrants to acquire an equity interest in MIH in exchange for such order flow providers providing order flow to the applicable MIAX Exchange. The warrants issued to the providers under these programs vested upon the satisfaction of certain performance targets relating to order flow having been achieved by the order flow providers. Since September 2013, we implemented five ERPs, with a number of participating member firms in MIAX Options, MIAX Pearl and MIAX Pearl Equities, respectively, whereby such firms acquired the ability to earn warrants to purchase 101 Table of Contents MIH common stock in exchange for the delivery of a certain fixed percentage of ADV, over certain measurement periods. As of June 30, 2024, the periods during which warrants may be earned under all ERPs have expired. We cannot predict whether the firms that participated in our ERPs will continue to be incentivized to provide the same level of order flow to our MIAX Exchanges after the IPO or after such participants have sold their shares of our common stock. Furthermore, we may face competition from our ERP participants and other exchange members who already have or may acquire an ownership interest in competing businesses (including other national securities exchanges, dark pools, alternative trading systems (“ATSs”) and electronic communication networks (“ECNs”)). These businesses may compete with us, either in relation to existing product and service offerings or any diversification of our product and service offerings into new asset classes and/or new geographic locations. Revenues from our market data fees and access fees on our MIAX Exchanges may be reduced due to declines in our market share, trading volumes or regulatory changes. Non-transaction fees accounted for 41.6% of our revenues less cost of revenues for the three months ended September 30, 2025, including 9.8% and 24.7% for the three months ended September 30, 2025, for market data and access fees, respectively, on our MIAX Exchanges. The occurrence of any event that reduces the amount of market data fees that we receive, whether as a result of fee reductions, fewer members subscribing to the U.S. Tape Plans or other market data offerings, declines in market share, trading volumes, or notional volumes, or regulatory changes may have a direct negative impact on our business, financial condition, and operating results. For example, if our market share of U.S. listed equities and options on our MIAX Exchanges were to decline, our share of market data fees could also decline. Moreover, market data fees could decline as a result of a reduction in the number of market data users, because of, for example, consolidation among market data subscribers. Regulatory and legal developments could also reduce the amount of revenue that we obtain from our MIAX Exchange non-transaction fees, such as connectivity, access, and market data fees, related to our U.S. equity and equity options exchanges. With respect to our U.S. equities and equity options MIAX Exchanges, our ability to assess non-transaction fees, including connectivity fees, access fees, and market data fees are subject to review by the SEC. There continues to be opposing industry viewpoints and challenges to the extent that U.S. equities and equity options exchanges should be able to charge for or increase certain fees, including regulatory related fees, connectivity fees, market access fees, and market data fees, and the ability to increase such non-transaction fees could be impacted. For example, the SEC approved revised CAT funding models which provided certain exemptions allowing SROs to collect fees from industry members. Such exemptions were challenged in the 11th Circuit. 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 11 th 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 30, 2025, the SEC issued an order allowing the SRO participants to reduce CAT operating costs while retaining the CAT’s core regulatory functionality. The deadline for the SEC to act is November 29, 2025. Absent some change, the MIAX Exchanges will be required to stop charging both historical and prospective CAT fees should the SEC not issue a revised funding order. 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. See Note 8 of our condensed consolidated financial statements for the three months ended September 30, 2025 for additional information. If new constraints are placed on our ability to charge for market access, including non-transaction fees such as connectivity fees, access fees, CAT fees or market data fees in the United States, it could have a negative impact on our revenues. If we are unable to maintain or increase the non-transaction fees on our exchanges, our financial performance may be negatively affected. We cannot predict whether, or in what form, any additional regulatory or other changes will take effect or their impact on our business. We face intense competition. If we are unable to successfully compete, our business, financial condition and operating results may be materially adversely affected. The market for trade execution services, clearing and products is intensely competitive in the asset classes in which we operate. We face competition from other securities, options and futures exchanges, FCMs, OTC markets, clearing organizations, consortia formed by our members and large industry participants, ATSs, technology firms, including market data distributors and electronic trading system developers, and others. Increased competition may result in a decline in our share of trading activity and a decline in our revenues from transaction and clearing fees and market data fees, thereby materially adversely affecting our operating results. We compete with a number of entities on several different fronts, including the cost, quality and speed of our trade execution, 102 Table of Contents functionality and ease of use of our trading and clearing platforms, the range of our products and services, our technological innovation and adaptation and our reputation. Some of our competitors have longer operating histories and have greater financial, marketing, technological, personnel and other resources than we do. These factors may enable them to develop similar or more innovative products, to offer lower transaction and clearing fees or better execution to their customers or to execute their business strategies more quickly or efficiently than we can. In addition, our business, financial condition and operating results may be materially adversely affected if we cannot successfully develop, introduce and/or market new services and products or if we need to adopt costly and customized technology for our services and products. Existing or new competitors may: • respond more quickly to competitive pressures; • develop products that compete with our products or are preferred by our customers; • offer products and services at prices below ours to gain market share or to promote other businesses; • develop and expand their technology and service offerings more efficiently; • provide better, more user-friendly and more reliable technology; • take greater advantage of acquisitions, alliances and other opportunities that may provide a competitive advantage; • market, promote, bundle and sell their products and services more effectively; • leverage existing relationships with customers and partners more effectively or exploit brand names to market and sell their services; and • exploit regulatory disparities between traditional, regulated exchanges and alternative markets, including over-the-counter markets for equity securities, that benefit from a reduced regulatory burden and lower-cost business model. Our success will depend on our ability to maintain and expand our product and service offerings, our customer base and our technology. To remain competitive, we must continue to enhance and improve the responsiveness, functionality, accessibility and reliability of our electronic platforms and our proprietary technology. The financial services industry is characterized by rapid technological change, change in use patterns, change in client preferences, frequent product and service introductions, and the emergence of new industry standards and practices. If our products, markets, services and technology are not competitive or we fail to anticipate or respond adequately to changes in technology, customer preferences and regulatory requirements or any significant delays in product development efforts our business, financial condition and operating results could be materially harmed. Our business may be adversely affected by price competition. The business of operating exchanges is characterized by intense price competition, in particular with respect to transaction fees. The pricing model for trade execution for options has changed in response to competitive market conditions and we and our competitors have adjusted transaction fees and fee structures accordingly. These changes have resulted in significant pricing and cost pressures on us, especially on transaction fees for our multiple-listed products. It is likely that this pressure will continue and even intensify as our competitors continue to seek to increase their share of trading by further reducing their transaction fees or by offering other financial incentives to order providers to induce them to direct orders to their markets. It is possible that one or more of our competitors may engage in aggressive pricing strategies and significantly decrease or completely eliminate their profit margin for a period of time in order to capture a greater share of trading volume. Some order-providing firms on our exchanges have taken equity positions in other exchanges that compete with us. Furthermore, to attract market share, we may offer “inverted” pricing or no-transaction fee trading from time to time. These forms of promotions may adversely affect our profitability and we cannot assure you that once we stop these forms of promotions, we will be able to retain volume. Dorman Trading is also affected by price competition. It competes with other FCMs primarily on the basis of price and service. A number of its competitors have greater financial, technical, marketing and other resources than does Dorman 103 Table of Contents Trading. Some of them offer superior technology and a wider range of services and products than Dorman Trading offers, are larger and better capitalized, have greater name recognition, and have more extensive client bases. Competition from other venues with respect to our proprietary products could negatively impact our revenues. We anticipate that in the future, a larger portion of our revenues will be generated by exclusively-licensed products. We entered into a master index services license agreement in July 2024 (the “Bloomberg License Agreement”) with Bloomberg Index Services Limited (“Bloomberg”) to develop a suite of proprietary products, including index futures, options on futures, and cash index options, based on Bloomberg’s portfolio of indexes (the “Bloomberg Products”). Pursuant to a service schedule product license under the Bloomberg License Agreement, we have a ten year exclusive license to list futures, options on futures, and cash-settled index options on (i) the Bloomberg 500 Index (“B500 Index”), (ii) the Bloomberg US Large Cap Volatility Index, (iii) and the Bloomberg US 100 Price Return Index (“B100Q Index”). We plan to launch futures on the B500 Index and B100Q Index in the first half of 2026, subject to regulatory filings with the CFTC. We plan to launch cash options on the B500 Index and the B100Q Index in 2026, subject to regulatory filings with the CFTC and subject to approvals by the SEC, as applicable. Our competitors have developed, offer and provide, or may in the future develop, offer and provide, a market for the trading of products that are similar to those products that we offer or plan to offer and we may not be successful at taking away volume from other exchanges’ products. It is also possible that a third party may offer trading in products that are the same as those that are the subject of one of our exclusive licenses, but in a jurisdiction in which the owner cannot require a license or in a manner otherwise not covered by our exclusive license. The value of our licenses to exclusively list securities index options and futures also depends on the continued ability of index owners to require licenses for the trading of options and futures based on their indexes. Specifically, the Bloomberg Products and exclusively-licensed products will be a new set of products which compete against an asset class that has dominance and a historical presence in the market and as a result, we may or may not get adopters to trade these Bloomberg Products which could lead to lower than anticipated revenues generated by these products. It takes time to compete with an established product and gain market share in a competing product and the amount of time it may take to gain market share cannot be reasonably estimated. If one or more of the index providers from which we have licenses or service providers with respect to proprietary products fail to maintain the quality and integrity of their indexes or fail to perform under our agreements with them, or if customer preferences change, or if we fail to maintain the quality and integrity of our proprietary indexes or fail to perform under our license or service provider agreements, revenues we generate from trading in these proprietary products or the calculation and dissemination of index values may suffer. We entered into the Bloomberg License Agreement with Bloomberg to develop a suite of proprietary products, including index futures, options on futures, and cash index options, based on Bloomberg’s portfolio of indexes. Pursuant to the Bloomberg License Agreement and related schedules, we are authorized to list certain products based on Bloomberg’s indexes. The quality and integrity of each of these indexes are dependent on the ability of the index providers, including us, to properly maintain the indices, including by means of the calculation and rebalancing of the index, and calculating final settlement prices for products based on the indexes, and are dependent on the index providers for a number of things, including providing index data. We also rely on index providers to enforce intellectual property rights against unlicensed uses of the indexes and uses of the indexes that infringe on our licenses. Furthermore, some of our agreements concerning our proprietary products provide for the parties to those agreements to provide important services to us. If we or any of our index providers are unable to maintain the quality and integrity of their indexes, or if any of the index providers or service providers, or we, fail to perform our obligations under these agreements, trading in these products, and therefore transaction fees we receive, may be adversely affected or we may not receive the financial benefits of the agreements that we negotiated. We are dependent on the members of our senior management team and other key personnel. We are highly dependent upon our Chairman and Chief Executive Officer, Thomas P. Gallagher, our Executive Vice President and Chief Information Officer, Douglas M. Schafer, Jr., our Executive Vice President, General Counsel and Corporate Secretary, Barbara J. Comly, our Executive Vice President and Chief Financial Officer, Lance Emmons and our Executive Vice President, Chief Strategy Officer, Shelly Brown. Each of these individuals’ talents and leadership have been, and continue to be, critical to our success. The diminution or loss of the services of any one of these individuals for any reason, and any negative market or industry perception arising from that diminution or loss, would have a material adverse effect on our business and financial condition. 104 Table of Contents Our success also depends largely on the efforts and abilities of the other key members of our senior management team. A number of these individuals have worked together closely since MIH’s inception in 2007. Several members of our senior management team are subject to employment agreements. The agreements for Mr. Gallagher and Ms. Comly each have a term through December 31, 2028. The agreements for Mr. Emmons and Mr. Brown each have terms through December 31, 2026. The agreement for Mr. Schafer has a current term through June 30, 2026. Notwithstanding the foregoing, an employment agreement and the corresponding employment relationship between us and our senior management may be terminated at any time by either party with or without cause. Accordingly, it is possible that one or more members of our senior management team could resign, including to work elsewhere. Because each member of our senior management team has a different area of specialization, the departure of any one of these individuals could create a deficiency in one of the core aspects of our business. We are also dependent on the efforts of our team of technology professionals, many of whom have been with us for several years, and on our ability to recruit and retain highly skilled and often specialized personnel, particularly in light of the rapid pace of technological advances. The level of competition in our industry for individuals with this level of experience or these skills is intense. Significant losses of key personnel, particularly to competitors, could make it difficult for us to compete successfully. In addition, we may be unable to attract and retain qualified management and personnel in the future, including in relation to any diversification of our product and service offerings into new asset classes and/or new geographic locations. The loss of the services of these persons for any reason, as well as any negative market or industry perception arising from those losses, could have a material adverse effect on our business, financial condition and operating results. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving our management team and key employees could hinder our strategic planning and execution. We are dependent on highly skilled employees with experience in our industry and a failure to attract and retain highly skilled employees could adversely affect our business, financial condition and our future growth. Our business is also dependent on highly skilled employees who provide specialized services to our members and oversee our technology and compliance functions. The competition in the technology industry for qualified employees is intense and many of these employees with extensive knowledge and experience in highly technical and complex areas of the technology industry, including the options, equities and futures trading and clearing industry, “big data” and other technology firms are difficult to attract and retain. Because of the complexity and risks associated with our business and the specialized knowledge required to conduct this business effectively, and because the growth in this industry has increased demand for qualified personnel, many of our employees could find employment at other well established financial technology companies if they chose to do so, particularly if we fail to provide competitive levels of compensation. We also compete for talent with large and well-known technology companies outside of the financial services industry. If we fail to retain our current employees, it would be difficult and costly to identify, recruit and train replacements needed to continue to implement and expand our business. In particular, failure to retain and attract qualified systems and compliance personnel could result in systems errors, technology failures or regulatory infractions. This could ultimately harm our reputation and we may incur additional costs. Certain of our exchanges and Clearing Houses have a limited operating history, which may make it difficult to evaluate our business and prospects. We launched our first options exchange, MIAX Options, in 2012. However, our other exchanges have shorter operating histories. MIAX Pearl Options was launched in February 2017, MIAX Emerald was launched in March 2019, MIAX Pearl Equities was launched in September 2020, MIAX Sapphire was launched in August 2024 and its trading floor launched on September 2025. MIAXdx also has a short operating history, having commenced operations in 2017. We will encounter risks and difficulties frequently experienced by early-stage companies in rapidly evolving industries such as ours. These risks and difficulties include, but are not limited to, our ability to: • attract and retain members; • expand and enhance reliable and cost-effective product and service offerings to members; • respond effectively to competitive pressures; 105 Table of Contents • diversify our sources of revenues; • respond to regulatory changes or demands; • maintain adequate control of our expenses; • operate, support, expand and develop multiple operations, trading venues, technology, communications and other systems; • manage growth in personnel and operations; and • increase awareness of our brand or market positioning. If we are unsuccessful in addressing these risks or in executing our business strategy, our business, financial condition and results of operations may suffer. Financial or other problems experienced by third parties could have an adverse effect on our business. We are exposed to credit risk from third parties, including customers, Clearing Houses and counterparties. Our customers and other third parties may default on their obligations to us due to a lack of liquidity, operational failure, bankruptcy or other reasons. We limit our exposure to credit risk by evaluating the counterparties with which we make investments and execute agreements. With respect to orders routed to other markets for execution on behalf of our customers, we are exposed to some counterparty credit risk in the case of failure to perform on the part of our routing brokers. Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or more visible market participants could also result in market-wide credit difficulties or other market disruptions. We also have credit risk related to fees that are billed in arrears to customers on a monthly basis. Our customers include financial institutions whose ability to satisfy their contractual obligations may be impacted by volatile securities markets. Credit losses such as those described above could adversely affect our financial position and results of operations. We are exposed to further credit risk at the MIAX Futures clearing house and Dorman Trading primarily from the potential default or insolvency of a clearing member (in the case of MIAX Futures) or a customer (in the case of Dorman Trading). The MIAX Futures and MIAXdx clearing houses as well as Dorman Trading are exposed to the risk of insolvency of a settlement bank. Credit risk from clearing participants stems from the potential risk of non-performance by a participant to satisfy its obligations, financial or otherwise, to the clearing house. Although MIAX Futures clears a limited number of physically delivered contracts, MIAX Futures may face large credit exposures on final settlement days should a participant fail to perform on its delivery obligations. We are also exposed to liquidity risk through the MIAX Futures clearing operations and Dorman Trading in the event MIAX Futures or Dorman Trading, respectively, are unable to meet its payment obligations on time. We are not exposed to credit risk or liquidity risk from the potential default or insolvency of a clearing participant through MIAXdx clearing operations since all positions cleared by MIAXdx are fully collateralized with deposits sufficient to cover the maximum possible loss that a party or counterparty could incur upon liquidation or expiration of the contract. MIAX Futures, MIAXdx, and Dorman Trading are subject to credit and liquidity risk in the event settlement or custodial banks are unable to make payments when due, or ever. Our exposure to credit risk may be further impacted by volatile securities markets that may affect the ability of our customers, counterparties and other third parties to satisfy their obligations to us. Moreover, we may not be successful in managing our credit risk through policies, safeguards and risk management procedures. Any losses arising from such defaults or other credit losses could materially adversely affect our financial condition and operating results. We are also exposed to market risk, which generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. Market risk, including procyclicality, is another source of risk faced by MIAX Futures and Dorman Trading. The crypto-asset market has been characterized by significant volatility and unexpected price movements. Certain crypto-assets may become more volatile and less liquid in a very short period of time, resulting in market prices being subject to erratic and abrupt market movement, which could impact MIAXdx in the event such volatility impacts the willingness of persons to trade futures or options on these products. Also, Dorman Trading clients may also be affected by such volatility and unexpected price movements as they currently trade cash settled crypto-related futures products. There has also been volatility and unexpected price movements in the commodities markets recently, including futures and options on futures of these products. The volatility has also impacted the U.S. wheat market, as a result of world 106 Table of Contents political events, including those associated with regional conflicts, wars, weather related impacts and tariffs. Although we have not been negatively impacted by these events to date, we may be impacted by such events in the future. Our cost structure is largely fixed. If our revenues decline and we are unable to reduce our costs, our profitability will be adversely affected. Our cost structure, with the exception of cost of revenues directly tied to trading volumes and stock-based compensation, is largely fixed. We base our cost structure on historical and expected levels of demand for our products and services. If demand for our products and services and our resulting revenues decline, we may not be able to adjust our cost structure on a timely basis. In that event, our profitability will be adversely affected. Risks Related to Owning a Clearing House We are exposed to risks related to defaults by clearing members and liquidity risks. There are risks inherent in operating a clearing house such as the MIAX Futures clearing house, including exposure to market and counterparty risk, liquidity risks, defaults by clearing members and risks associated with custody and investing margin or guaranty fund assets provided by clearing members to our clearing house, which could subject our clearing business to substantial losses. In the event that MIAXdx offers margin on cleared products in the future, it will be exposed to similar risks related to defaults by MIAX Futures clearing members. The MIAX Futures clearing house, and the MIAXdx clearing house, if and when it offers margin on cleared products in the future, are defined as the “Clearing House.” By substituting the Clearing House as counterparty to the clearing members of the Clearing House in each transaction, the Clearing House is exposed to liquidity risks in that the Clearing House must fulfill its payment obligations as central counterparty to non-defaulting members for each daily settlement cycle. It is critical that the Clearing House perform its obligations without delay so that questions about its solvency do not arise and to comply with CFTC regulations. In the event of a default by a clearing member, the Clearing House would apply assets pursuant to the methodology and order set forth in its rules. Under the current rules of the MIAX Futures Clearing House, MIAX Futures would first apply assets of the defaulting clearing member to satisfy its payment obligation, including excess funds, security deposits, margins and performance bonds. If the defaulting member’s assets are insufficient to cure the loss, MIAX Futures would use its own capital in the form of the dedicated clearing house reserve funds. Thereafter, the guaranty fund contributions of non-defaulting clearing members would be applied to mutually share the loss. As a last resort, the working capital reserve of MIAX Futures for such defaults would be applied to cover the loss. A clearing member may seek to end its Clearing House membership if it believes the risk associated with such membership is too great, including as a result of the types of futures products the Clearing House clears or may clear in the future. If a significant number of clearing members were to exit the Clearing House, the clearing business would be materially and adversely affected. Although the MIAX Futures clearing house has policies and procedures to help ensure that clearing members can satisfy their obligations, such policies and procedures may not succeed in fully preventing losses after a member’s default. In addition, although we believe that we have carefully analyzed the process for setting margin rates and our financial safeguards, it is a complex process and there is no guarantee that our procedures will adequately protect us from the risks related to clearing these products. We cannot assure you these measures and safeguards will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant or multiple defaults. The Clearing House may incur large credit exposures on final settlement days. The Clearing House may incur large credit exposures on final settlement days, when the full principal value of transactions may be at risk. This can occur if, upon maturity, futures contracts are settled through delivery and delivery versus payment (“DVP”) is not achieved. If a commodity or underlying instrument is delivered prior to receipt of payment, the deliverer risks losing its full value. Many products traded by derivatives exchanges call for cash settlement rather than delivery, and principal risk is thereby eliminated. These cash settlements are generally handled through the same channels as other cash payments. However, certain contracts that are settled through physical delivery have resulted in quite substantial deliveries in recent years. In these cases, where a DVP mechanism is not available clearing houses have used other techniques (prepayment, third-party guarantees) to limit the size of exposures or the risk of loss. The amounts owed by the Clearing House clearing members in any particular intraday variation cycle or (typically) end-of-day settlement cycle depend on the open positions held by those clearing members and on changes in the market value of those positions. In each settlement cycle, a given Clearing House clearing member may owe the Clearing House money or may be owed money by the Clearing House. The amount owed to the Clearing House, if any, by a single clearing 107 Table of Contents member can vary quite considerably from day to day. Moreover, if multiple clearing members on the Clearing House use the same settlement bank, the total exposure to a settlement bank could far exceed the largest exposure to any single clearing member, which is currently the case at the MIAX Futures clearing house. As a fully collateralized clearing house, MIAXdx is not currently exposed to credit exposures on settlement (or any other) days, although it could be exposed in the event it offers margin on cleared products in the future (upon CFTC approval). Settlement bank failures could pose both credit risks and liquidity risks to the MIAX Futures and MIAXdx clearing houses. MIAX Futures and MIAXdx use commercial settlement banks to effect daily cash settlements and, therefore, are exposed to the risk of settlement bank failures. Such failures could pose both credit risks and liquidity risks to the MIAX Futures and MIAXdx clearing houses. The size of the MIAX Futures and MIAXdx clearing houses’ credit and liquidity exposures to their settlement banks may be quite significant depending on: (1) the sums held on deposit at the settlement bank that fails; (2) the amounts owed to the MIAX Futures or MIAXdx clearing houses by clearing members or participants that utilized the settlement bank on the date of its failure; (3) the amounts owed to clearing members or participants from MIAX Futures or MIAXdx on the date of the settlement bank’s failure; (4) the timing of the settlement bank’s failure; and (5) the terms of the applicable agreements between the MIAX Futures and MIAXdx clearing houses and clearing members or participants and settlement banks. The MIAX Futures and MIAXdx Clearing Houses may also make demand deposits with banks that are secured only to the value of FDIC insurance or other national deposit guarantee schemes, which is small, and therefore, the deposits may in significant part be lost in the event one of these banks becomes insolvent. BSX acts as the central counterparty for the settlement of domestic market transactions and uses the services of the Butterfield Bank in Hamilton, Bermuda as its settlement bank. Should Butterfield Bank experience an operating interruption, cash settlement of BSX-executed transactions would be impacted, which could have negative reputational implications for BSX. If a number of clearing members on MIAX Futures substantially reduce their open interest, default or withdraw as clearing members, the concentration of risks within the MIAX Futures clearing house will be spread among a smaller pool of clearing members, which would make it more difficult to absorb and manage risk in the event of another clearing member’s default. Clearing members in MIAX Futures have provided margin and security deposits with an aggregate balance of $86.2 million in cash and $221.9 million in U.S. Treasury bills as of September 30, 2025. MIAX Futures has an obligation to return margin and security deposit contributions to clearing members to the extent that the relevant member’s risk based on its open contracts to the clearing house is reduced. If a number of clearing members substantially reduce their open interest, default or withdraw, the concentration of risks within the MIAX Futures clearing house will be spread among a smaller pool of clearing members, which would make it more difficult to absorb and manage risk in the event of a further clearing member’s default. The MIAX Futures clearing house seeks to offer customers, intermediaries and clearing members universal access in order to maximize the efficient use of capital, exercise appropriate oversight of value at risk and maintain operating leverage from clearing activities by the MIAX Futures clearing house. Clearing members from some of the larger clearing houses have expressed the view that clearing members should control the governance of clearing houses or that clearing houses should be operated as utilities rather than as part of for-profit enterprises. Some of these members, along with certain industry associations, have sought, and may seek in the future, legislative or regulatory changes to be adopted that would facilitate mechanisms or policies that allow market participants to transfer positions of futures or options from an exchange-owned clearing house to a clearing house owned and controlled by clearing firms. If these legislative or regulatory changes are adopted, our revenues and profits could be adversely affected. Risks Relating