MIAMI INTERNATIONAL HOLDINGS, INC. 10-Q

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.