MIAMI INTERNATIONAL HOLDINGS, INC. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS Page Audited Consolidated Financial Statements of Miami International Holdings, Inc. and Subsidiaries: Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) 106 Consolidated Financial Statements Consolidated Balance Sheets for the Years Ended December 31, 202 5 and 202 4 108 Consolidated Statements of Operations for the Years Ended December 31, 2025 , 2024 and 2023 110 Consolidated Statement of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024 and 2023 113 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 202 3 113 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3 115 Notes to Consolidated Financial Statements 118 105 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors Miami International Holdings, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Miami International Holdings, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the fair value measurements of acquired intangible assets As discussed in Note 3 to the consolidated financial statements, on June 5, 2025, the Company completed its acquisition of The International Stock Exchange Group Limited which was accounted for as a business combination. Accordingly, the purchase price attributable to the acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values. As part of the acquisition, the Company recognized intangible assets consisting of an exchange license of $63,000 thousand and customer relationships of $13,000 thousand. The fair value of the exchange license was determined using an income approach, specifically the excess earnings method, that considered future revenues and a discount rate. The fair value of the customer relationships was also determined using an income approach, specifically the with-or-without method, that considered future revenues and a discount rate. We identified the evaluation of the fair value measurements of the exchange license and customer relationships intangible assets as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the fair value measurements due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the fair value measurement methodologies and key assumptions, including future revenues and the discount rate. 106 Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s process to develop the fair value measurements of the exchange license and customer relationships intangible assets by testing certain sources of data, inputs, and assumptions that the Company used, and considered the relevance and reliability of such data, inputs, and assumptions. We involved valuation professionals with specialized skills and knowledge, who assisted in: • evaluating the fair value measurement methodologies for compliance with U.S. generally accepted accounting principles • evaluating the method to develop key assumptions by comparing to commonly applied industry valuation techniques as well as internal and external data • evaluating the reasonableness of future earnings by comparing to historical internal data, and the discount rate by comparing to internal and publicly available data. /s/ KPMG LLP We have served as the Company’s auditor since 2021. New York, New York March 5, 2026 107 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share amounts) December 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 433,648 $ 150,341 Cash and securities segregated under federal and other regulations 27,618 30,809 Accounts receivable, net 98,107 92,415 Restricted cash 6,005 6,270 Clearing house performance bonds and guarantee funds 70,078 87,744 Participant margin deposits — 1,234 Receivables from broker-dealers, futures commission merchants, and clearing organizations 133,533 147,164 Current portion of derivative assets 6,017 33,536 Other current assets 39,232 23,303 Assets held for sale 40,976 — Total current assets 855,214 572,816 Investments 19,180 31,022 Fixed assets, net 46,854 44,478 Internally developed software, net 36,333 32,262 Goodwill 62,211 46,818 Other intangible assets, net 170,774 114,224 Derivative assets, net of current portion 5,114 50,304 Other assets, net 63,745 81,727 Total assets $ 1,259,425 $ 973,651 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and other liabilities $ 69,780 $ 120,361 Accrued compensation payable 39,412 33,523 Current portion of long-term debt 1,508 4,767 Deferred transaction revenues 9,572 2,710 Clearing house performance bonds and guarantee funds 69,578 87,244 Participant margin deposits — 1,234 Payables to customers 144,641 152,637 Payables to clearing organizations 11 2,746 Liabilities held for sale 2,758 — Total current liabilities 337,260 405,222 Long-term debt — 32,268 Deferred income taxes 22,386 10,766 Puttable common stock, net of current portion — 78,424 Puttable warrants issued with debt — 64,188 Other non-current liabilities 18,762 15,166 Total liabilities 378,408 606,034 Commitments and contingencies (Note 16) — — 108 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (continued) (dollars in thousands, except share amounts) December 31, 2025 December 31, 2024 Stockholders’ Equity: Convertible preferred stock - par value $ 0.001 ( 25,000,000 authorized, and 0 issued and outstanding at December 31, 2025 and 781,859 issued and outstanding at December 31, 2024) — 1 Common stock - voting and nonvoting, par value $ 0.001 ( 600,000,000 authorized ( 400,000,000 voting, 200,000,000 nonvoting); 85,890,086 issued and 85,536,287 outstanding common stock at December 31, 2025 ( 85,536,287 voting, 0 nonvoting)) and 63,219,480 issued and 63,181,011 outstanding non-puttable common stock at December 31, 2024 ( 59,683,661 voting, 3,497,350 nonvoting) 86 63 Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares at December 31, 2024 ( 8,232 ) ( 775 ) Additional paid-in capital 1,522,143 930,638 Accumulated deficit ( 632,339 ) ( 562,310 ) Accumulated other comprehensive loss, net ( 641 ) — Total stockholders’ equity 881,017 367,617 Total liabilities and stockholders' equity $ 1,259,425 $ 973,651 See accompanying notes to consolidated financial statements. 109 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Revenues: Transaction and clearing fees $ 1,189,429 $ 1,000,114 $ 907,142 Access fees 106,048 89,567 88,049 Market data fees 41,598 33,646 30,114 Other revenue 26,998 16,745 15,702 Total revenues 1,364,073 1,140,072 1,041,007 Cost of revenues: Liquidity payments 837,896 727,177 718,217 Brokerage, clearing, and exchange fees 55,264 68,462 55,001 Section 31 fees 35,225 62,140 27,770 Equity rights program — 1,975 4,601 Other cost of revenues 5,158 4,674 2,949 Total cost of revenues 933,543 864,428 808,538 Revenues less cost of revenues 430,530 275,644 232,469 Operating expenses: Compensation and benefits 188,313 145,225 110,685 Information technology and communication costs 35,367 29,167 22,513 Depreciation and amortization 29,379 23,372 21,030 Occupancy costs 11,984 9,405 7,562 Professional fees and outside services 42,792 47,656 44,713 Marketing and business development 2,756 3,063 5,555 Acquisition-related costs 2,901 — 2,723 General, administrative, and other 25,070 20,581 20,554 Total operating expenses 338,562 278,469 235,335 Operating income (loss) 91,968 ( 2,825 ) ( 2,866 ) Non-operating (expense) income: Change in fair value of warrants on puttable shares & puttable common stock ( 2,229 ) ( 10,594 ) ( 26 ) Loss on extinguishment of puttable common stock liability — — ( 5,085 ) Change in fair value of puttable warrants issued with debt ( 1,172 ) ( 4,662 ) — Interest income 9,414 3,302 2,664 Interest expense and amortization of debt issuance costs ( 12,886 ) ( 13,951 ) ( 18,875 ) Impairment of investment — ( 4,108 ) ( 2,419 ) Gain (loss) on intangible asset ( 2,054 ) 52,604 — Unrealized gain (loss) on derivative assets ( 54,915 ) 83,840 — Loss on debt extinguishment ( 107,656 ) — — Other, net 10,951 1,475 4,538 Income (loss) before income tax provision ( 68,579 ) 105,081 ( 22,069 ) Income tax benefit (expense) ( 1,450 ) ( 3,095 ) 697 Net income (loss) ( 70,029 ) 101,986 ( 21,372 ) Net loss attributable to non-controlling interest — ( 137 ) ( 482 ) Net income (loss) attributable to Miami International Holdings, Inc. $ ( 70,029 ) $ 102,123 $ ( 20,890 ) 110 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (continued) (dollars in thousands, except share and per share amounts) Year Ended December 31, 2025 2024 2023 Weighted-average shares of common stock outstanding Basic 69,836,032 60,698,967 56,457,675 Diluted 69,836,032 74,625,858 56,457,675 Net income (loss) per share attributable to common stock Basic $ ( 1.00 ) $ 1.68 $ ( 0.37 ) Diluted $ ( 1.00 ) $ 1.39 $ ( 0.37 ) See accompanying notes to consolidated financial statements. 111 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (dollars in thousands) Year Ended December 31, 2025 2024 2023 Net income (loss) $ ( 70,029 ) $ 102,123 $ ( 20,890 ) Other comprehensive loss, net of income tax: Foreign currency translation adjustments, net of tax benefit of $ 0.1 million for the year ended December 31, 2025, and $ 0 for both years ended December 31, 2024 and 2023 ( 641 ) — — Comprehensive income (loss) attributable to stockholders $ ( 70,670 ) $ 102,123 $ ( 20,890 ) See accompanying notes to consolidated financial statements. 112 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (dollars in thousands, except share amounts) Convertible Preferred Stock Common Stock - Voting and Nonvoting Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive loss, net Total MIH Stockholders’ Equity Non-controlling interests Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Shares Amount Balance, December 31, 2022 738,702 $ 1 47,604,972 $ 47 — $ — $ 647,830 $ ( 647,606 ) $ — $ 272 $ ( 379 ) $ ( 107 ) Issuance of contingent stock consideration in connection with business combination — — 134,616 — — — — — — — — — Issuance of common stock — — 733,768 1 — — 14,704 — — 14,705 — 14,705 Issuance of common stock - warrant exercises — — 71,000 — — — 877 — — 877 — 877 Issuance of common stock in connection with termination of put liability — — 131,576 — — — 2,697 — — 2,697 — 2,697 Issuance of warrants with debt or debt amendments — — — — — — 477 — — 477 — 477 Issuance of warrants with common stock — — — — — — 338 — — 338 — 338 Employee & Director stock transactions 8,157 — 145,392 — — — 855 — — 855 — 855 Repurchases of common stock from employee stock incentive plans — — ( 161,404 ) — — — ( 3,313 ) — — ( 3,313 ) — ( 3,313 ) Settlement of interest payable in common stock — — 14,681 — — — 264 — — 264 — 264 Warrant extensions — — — — — — 535 — — 535 — 535 Equity rights program — — — — — — 4,601 — — 4,601 — 4,601 Share based compensation — — 1,998,739 2 — — 25,954 — — 25,956 — 25,956 Conversion of puttable common stock into non-puttable common stock — — 6,863,162 7 — — 137,261 — — 137,268 — 137,268 Net loss — — — — — — — ( 20,890 ) — ( 20,890 ) ( 482 ) ( 21,372 ) Balance, December 31, 2023 746,859 $ 1 57,536,502 $ 57 — $ — $ 833,080 $ ( 668,496 ) $ — $ 164,642 $ ( 861 ) $ 163,781 Adoption of ASU 2020-06 — — — — — — ( 375 ) 231 — ( 144 ) — ( 144 ) Issuance of common stock - warrant exercises — — 1,795,955 2 — — 1,558 — — 1,560 — 1,560 Issuance of common stock — — 275,610 — — — 5,531 — — 5,531 — 5,531 Issuance of warrants with common stock — — — — — — 119 — — 119 — 119 Employee & Director stock transactions 35,000 — 437,271 1 — — 2,943 — — 2,944 — 2,944 Cancellation of repurchased common stock from employee stock incentive plans — — ( 558,685 ) ( 1 ) — — ( 11,647 ) — — ( 11,648 ) — ( 11,648 ) Repurchases of common stock from employee stock incentive plans — — — — ( 38,469 ) ( 775 ) — — — ( 775 ) — ( 775 ) Settlement of convertible loans in common stock — — 3,119,444 3 — — 56,147 — — 56,150 — 56,150 Settlement of interest payable in common stock — — 104,160 — — — 1,875 — — 1,875 — 1,875 Issuance of common stock for induced conversion of convertible loans — — 68,006 — — — 1,365 — — 1,365 — 1,365 Warrant extension in connection with debt amendments — — — — — — 520 — — 520 — 520 Equity rights program — — — — — — 1,975 — — 1,975 — 1,975 Share based compensation — — 441,217 1 — — 42,377 — — 42,378 — 42,378 Acquisition of non-controlling interest and other — — — — — — ( 4,830 ) 3,832 — ( 998 ) 998 — Net income — — — — — — — 102,123 — 102,123 ( 137 ) 101,986 Balance, December 31, 2024 781,859 $ 1 63,219,480 $ 63 ( 38,469 ) $ ( 775 ) $ 930,638 $ ( 562,310 ) $ — $ 367,617 $ — $ 367,617 Common stock reacquired in exchange for pre-funded warrants — — ( 6,793,575 ) ( 7 ) — — 7 — — — — — Issuance of common stock - warrant exercises — — 5,712,606 6 — — 5,724 — — 5,730 — 5,730 Employee & Director stock transactions 165,100 — 780,020 1 — — 6,617 — — 6,618 — 6,618 Cancellation of repurchased common stock from employee stock incentive plans — — ( 473,640 ) — — — ( 14,376 ) — — ( 14,376 ) — ( 14,376 ) 113 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (continued) (dollars in thousands, except share amounts) Convertible Preferred Stock Common Stock - Voting and Nonvoting Treasury Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive loss, net Total MIH Stockholders’ Equity Non-controlling interests Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive loss, net Total MIH Stockholders’ Equity Non-controlling interests Total Stockholders’ Equity (Deficit) Repurchases of common stock from employee stock incentive plans — — — — ( 315,330 ) ( 7,457 ) — — — ( 7,457 ) — ( 7,457 ) Settlement of convertible loans in common stock — — 312,500 — — — 5,000 — — 5,000 — 5,000 Settlement of interest payable in common stock — — 12,770 — — — 204 — — 204 — 204 Issuance of common stock in connection with Initial Public Offering ("IPO"), net of underwriting discounts and commissions and offering costs — — 17,250,000 17 — — 359,399 — — 359,416 — 359,416 Conversion of preferred shares into common shares upon IPO ( 946,959 ) ( 1 ) 946,959 1 — — — — — — — — Reclassification of puttable warrants issued with debt upon IPO — — — — — 65,360 — — 65,360 — 65,360 Warrant modification — — — — — 1,516 — — 1,516 — 1,516 Conversion of puttable common stock into non-puttable common stock upon IPO — — 2,801,862 3 — — 64,440 — — 64,443 — 64,443 Conversion of puttable common stock into non-puttable common stock — — 1,725,213 2 — — 38,918 — — 38,920 — 38,920 Share-based compensation, net of cancellations and forfeitures — — 395,891 — — — 58,696 — — 58,696 — 58,696 Net loss — — — — — — — ( 70,029 ) — ( 70,029 ) — ( 70,029 ) Other comprehensive loss — — — — — — — — ( 641 ) ( 641 ) $ — ( 641 ) Balance, December 31, 2025 — $ — 85,890,086 $ 86 ( 353,799 ) $ ( 8,232 ) $ 1,522,143 $ ( 632,339 ) $ ( 641 ) $ 881,017 $ — $ 881,017 See accompanying notes to consolidated financial statements. 114 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 70,029 ) $ 101,986 $ ( 21,372 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Amortization of debt discount and issue cost 3,019 2,841 1,806 Amortization of beneficial conversion — — 75 Settlement of interest payable in common stock 204 1,875 264 Depreciation and amortization 29,379 23,372 21,030 Share based compensation expense 57,566 43,631 30,029 Provision for accounts receivable credit losses 47 37 6 Provision for deferred income taxes 474 3,188 ( 864 ) Provision for notes receivable credit losses — 2,892 6,734 Impairment of investments — 4,108 2,419 Impairment of long-lived assets 2,717 1,981 7,619 Issuance of common stock in connection with extinguishment of puttable common stock liability — — 2,697 Settlement of induced conversion expense in common stock — 1,365 — Change in fair value puttable common stock 2,229 10,594 26 Change in fair value of puttable warrants issued with debt 1,172 4,662 — Unrealized (gain) loss on equity securities owned ( 10,374 ) 1,085 ( 3,301 ) Realized loss on sale of intangible assets 2,054 — — Proceeds from sale of intangible assets 16,239 — — Unrealized (gain) loss on derivative assets 54,915 ( 83,840 ) — Loss on debt extinguishment 107,656 — — Warrant modifications 1,516 — — Other ( 860 ) — — Changes in operating assets and liabilities: Accounts receivable ( 4,515 ) ( 34,307 ) 2,143 Clearing house performance bonds and guarantee funds ( 17,666 ) 19,897 ( 84,960 ) Participant margin deposits 277 ( 25,150 ) 26,384 Receivables from broker-dealers, futures commission merchants, and clearing organizations 13,631 ( 18,767 ) ( 30,936 ) Other current assets ( 3,568 ) 1,149 ( 4,362 ) Other assets 18,374 ( 5,689 ) ( 17,527 ) Accounts payable and other liabilities ( 29,904 ) 26,571 ( 12,621 ) Accrued compensation payable 6,211 5,753 5,621 Other liabilities ( 3,414 ) ( 2,107 ) ( 4,150 ) Deferred transaction revenue 1,214 ( 183 ) ( 718 ) Payables to customers ( 7,996 ) 22,498 24,883 Payables to clearing organizations ( 2,735 ) 1,997 ( 120 ) Net cash provided by (used in) operating activities 167,833 111,439 ( 49,195 ) Cash flows from investing activities: Capital expenditures ( 22,790 ) ( 26,739 ) ( 16,202 ) Capitalization of internally developed software ( 12,078 ) ( 12,268 ) ( 9,692 ) Purchases of investments ( 10,000 ) ( 1,578 ) ( 18,369 ) Cash paid for acquisitions, net of cash acquired ( 56,458 ) — ( 19,876 ) Net cash used in investing activities ( 101,326 ) ( 40,585 ) ( 64,139 ) 115 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) Year Ended December 31, 2025 2024 2023 Cash flows from financing activities: Proceeds from issuance of common stock in connection with initial public offering, net of underwriting discounts and commissions and offering costs 368,977 — — Payment of IPO costs ( 3,360 ) — — Proceeds from debt issuance, net of debt discount 36,881 35,474 1,486 Puttable warrants issued with debt — 59,526 — Payment of debt issuance costs ( 1,975 ) ( 5,857 ) — Repayments of debt ( 140,000 ) ( 57,322 ) ( 32,000 ) Prepayment premium and other expenses paid related to debt repayment ( 36,107 ) Repayments of capital lease obligations ( 163 ) ( 145 ) ( 136 ) Repurchases of common stock from employee stock incentive plans ( 21,833 ) ( 12,424 ) ( 3,313 ) Proceeds from warrant extension — — 535 Proceeds from issuance of warrants with common stock — 119 370 Proceeds from issuance of common stock and convertible preferred stock 12,348 10,035 16,436 Net cash provided by (used in) financing activities 214,768 29,406 ( 16,622 ) Effect of exchange rate changes on cash and cash equivalents ( 89 ) — — Increase (decrease) in cash, cash equivalents, segregated cash, and restricted cash 281,186 100,260 ( 129,956 ) Cash, cash equivalents, segregated cash and restricted cash at beginning of period 276,398 176,138 306,094 Cash, cash equivalents, segregated cash, and restricted cash at end of period $ 557,584 $ 276,398 $ 176,138 Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: Cash and cash equivalents $ 433,648 $ 150,341 $ 59,293 Cash segregated under federal and other regulations 27,618 30,809 15,191 Restricted cash 6,005 6,270 7,423 Restricted cash (clearing house performance bonds and guarantee funds) 70,078 87,744 67,847 Participant margin deposits — 1,234 26,384 Cash and cash equivalents and participant margin deposits included in assets held for sale 20,235 — — Total $ 557,584 $ 276,398 $ 176,138 Supplemental disclosure of cash transactions: Cash paid for income taxes $ 1,637 $ 457 $ 602 Income taxes refunds $ ( 425 ) $ ( 1,506 ) $ — Cash paid for interest $ 9,828 $ 12,618 $ 16,837 Supplemental disclosure of non-cash investing activities: Right-of-use assets obtained in exchange for new operating lease liabilities $ 5,737 $ 4,078 $ 8,564 Assets acquired under capital leases 144 287 357 Non-cash amounts related to capitalized internally developed software 1,130 722 528 Total non-cash investing activities $ 7,011 $ 5,087 $ 9,449 116 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (dollars in thousands) Year Ended December 31, 2025 2024 2023 Supplemental disclosure of non-cash financing activities: Deferred offering costs not yet paid $ 300 $ — $ — Deferred IPO cost recognized as additional paid-in capital 5,901 — — Conversion of puttable common stock into non-puttable common stock 103,361 $ — 137,268 Conversion of puttable warrants into non-puttable warrants 65,360 — — Non-cash warrant modification 1,516 — — Issuance of warrants with debt or debt amendments — 520 445 Settlement of convertible loans in common stock 5,000 56,150 — Total non-cash financing activities $ 181,438 $ 56,670 $ 137,713 See accompanying notes to consolidated financial statements. 117 Table of Contents MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. NATURE OF OPERATIONS Miami International Holdings, Inc. (“MIH” or the “Company”) through its subsidiaries operates diverse markets across options, futures, and cash equities. This includes markets in U.S. options through MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire; U.S. equities through MIAX Pearl Equities (collectively, the “MIAX Exchanges”); futures and options on futures through the MIAX Futures Exchange, LLC (“MIAX Futures” formerly Minneapolis Grain Exchange), Dorman Trading, LLC (“Dorman Trading”) and LedgerX LLC (“LedgerX”) d/b/a MIAX Derivatives Exchange (“MIAXdx”); and international listings through the Bermuda Stock Exchange (“BSX”) and The International Stock Exchange (“TISE”). The MIAX Exchanges, MIAX Futures and BSX are powered by the Company’s in-house built proprietary technology platform. On August 12, 2024, the Company launched its four th electronic U.S. equity option exchange, MIAX Sapphire, a Taker-Maker exchange, with a trading floor in Miami, Florida, which launched in September 2025. On June 5, 2025, the Company, via its wholly-owned subsidiary MIH East Holdings, Limited (“MIH East”) acquired the entire issued and to be issued ordinary share capital of the International Stock Exchange Group Limited (“TISEG”) not already owned by MIH East (“TISE Acquisition”). TISEG, which via its subsidiary, The International Stock Exchange Authority Limited (“TISEA”), provides financial markets and securities services to public and private companies. TISEA operates TISE, an investment exchange which is regulated by the Guernsey Financial Services Commission (“GFSC”). On November 25, 2025, M 7 Holdings, LLC (“M 7 Holdings”) a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell 90 % of the issued and outstanding equity of MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. The Company will retain 10 % of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC ( the “MIAXdx Transaction”). The MIAXdx Transaction closed on January 20, 2026. See Note 3 - Business Combinations and Dispositions for details. The Company is headquartered in Princeton, New Jersey with principal offices in Miami, Minneapolis, Chicago, Hamilton, Bermuda and St. Peter Port, Guernsey. Reverse Stock Split On July 15, 2025, the Company amended its restated certificate of incorporation with the Secretary of the State of Delaware and effected a reverse stock split of the Company’s issued and outstanding and treasury shares of common stock, nonvoting common stock and Series B convertible preferred stock at a ratio of one-for-two (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every two shares outstanding of common stock, nonvoting common stock and Series B convertible preferred stock were combined and now represent one share of common stock, nonvoting common stock and Series B convertible preferred stock, respectively. The Reverse Stock Split did not impact the number of authorized shares of common stock, Series B convertible preferred stock and nonvoting common stock or their par value. No fractional shares were issued as a result of the Reverse Stock Split. All issued and outstanding shares of common stock, nonvoting common stock and Series B preferred stock, treasury stock, warrants to purchase share s of common stock, options to purchase shares of common stock, nonvoting common stock and Series B convertible preferred stock, restricted stock, per share data and related information contained in these consolidated financial statements have been adjusted to give effect to the Reverse Stock Split for all periods presented. Initial Public Offering On August 15, 2025, the Company closed its initial public offering (the “IPO”), in which the Company issued 17,250,000 shares of common stock at a public offering price of $ 23.00 per share, which included 2,250,000 shares issued pursuant to the underwriters’ option to purchase additional shares of the Company’s common stock. The Company received $ 396.8 million in proceeds from the IPO, before deducting underwriting discounts and commissions and offering expenses. A portion of the proceeds received was used to fully repay all of the Company’s outstanding bo rrowings under the 2029 Senior Secured Term Loan, including the Incremental Term Loan (as defined below). See Note 11 - Debt Obligations. Additionally, in connection with the IPO, all shares of the Company’s outstanding nonvoting common stock and Series B convertible preferred stock were converted into a total of 3,706,117 and 946,959 shares, respectively, of the Company’s common stock on a one -to-one basis. 118 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts and transactions of Miami International Holdings, Inc. and its majority owned subsidiaries. In preparing the consolidated financial statements, all significant intercompany accounts and transactions have been eliminated. For those consolidated subsidiaries in which the Company’s ownership is less than 100% and for which the Company has control over the assets and liabilities and the management of the entity, the outside stockholders’ interest is shown as non-controlling interest. Segment Information The Company has four business segments: Options, Equities, Futures and International, which is reflective of how the Company’s chief operating decision-maker (“CODM”) reviews and operates the business. See Note 19 - Segment Reporting for more information. Substantially all of the Company’s revenues and assets are attributed to or located in the United States. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes. These estimates are based on historical experience, and other assumptions that management believes to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities. Assumptions and estimates used in preparing the consolidated financial statements include those related to the reserve for credit losses on receivables, useful lives and impairment of fixed assets, the capitalization and estimated useful life of internally developed software, the valuation of warrants on puttable shares and the valuation of puttable common stock, the recognition and measurement of goodwill and intangible assets, impairment of long-term investments, the valuation and recognition of share-based compensation, the discount rate used for operating leases, the recognition and measurement of current and deferred income tax assets and liabilities, and the valuation of derivative assets. Actual results could differ from these estimates and could have a material adverse effect on the Company's consolidated financial statements. Revenue Recognition For further discussion related to revenue recognition of fees, such as transaction and clearing fees, access fees, market data fees, see Note 4 - Revenue Recognition. Cash and Cash Equivalents Cash and cash equivalents include cash and amounts due from banks, interest-bearing bank balances and other highly liquid investments with original maturities of 90 days or less. Cash equivalents also include investments in treasury funds that invest in U.S. Treasury securities and have original or acquired maturities of 90 days or less . The Company places its cash and cash equivalents with financial institutions and at times, cash held in bank accounts may exceed the Federal Deposit Insurance Corporation insurance limit. The Company monitors its risk of loss associated with such balances and deems the risk of loss to be remote. The carrying values of the Company’s cash and cash equivalents approximates fair value. Cash and Securities Segregated under Federal and Other Regulations Pursuant to requirements of the Commodity Exchange Act and Commission Regulation 1.20 (“Section 1.20”) and Regulation 30.7 (“Section 30.7”), funds deposited with Dorman Trading by customers relating to futures and options on futures contracts in regulated commodities must be carried in separate accounts, which are designated as segregated customer accounts. The deposits in segregated customer accounts are maintained for the exclusive benefit of customers. 119 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Cash Restricted cash, which was $ 6.0 million as of December 31, 2025 and $ 6.3 million as of December 31, 2024, is restricted from withdrawal due to a contractual or regulatory requirement or not available for general use and as such is classified as restricted in the consolidated balance sheets. Restricted cash primarily includes funds held for the Company's trading and clearing businesses. Accounts Receivable, Net Accounts receivable are concentrated with the Company’s member firms and market data distributors and are primarily collected through the Options Clearing Corporation (“OCC”) and the National Securities Clearing Corporation (“NSCC”). Transaction and clearing fees are netted against the liquidity payments for each member firm and the balance owed from a member firm is recognized as accounts receivable, net if the amount is to be received and as accounts payable and other liabilities if the amount is owed to the member firm. Management evaluates the Company’s accounts receivables periodically and determines an appropriate allowance for uncollectible accounts receivable using an aging schedule. The aging schedule applies loss rates based on historical loss information and as deemed necessary, is adjusted for the difference in the nature of the receivables that exist at the reporting date from the historical period. In circumstances where a specific member firm’s inability to meet its financial obligations is probable, the Company records a provision for uncollectible accounts against the member firm’s receivable. Due to the short-term nature of the accounts receivable, changes in future economic conditions are not expected to have a significant impact on the expected credit losses. The accounts receivable are presented net of allowance for credit losses on the consolidated balance sheets and the associated losses are presented in other operating expenses on the consolidated statements of operations. At December 31, 2025 and 2024, the allowance for accounts receivable did not have a significant impact on the Company’s consolidated financial statements. Clearing House Performance Bonds and Guarantee Funds MIAX Futures clearing members’ cash contributions are included in clearing house performance bonds and guarantee funds in the consolidated balance sheets as both a current asset and a current liability. These balances may fluctuate over time due to changes in the amount of deposits required and whether members choose to provide cash or non-cash contributions. Non-cash contributions include U.S. Treasury Bill securities that must meet specific criteria approved by MIAX Futures. Non-cash contributions are pledged assets that are not recorded in the consolidated balance sheets as the Company does not take legal ownership of these assets and the risks and rewards remain with the clearing members. Participant Margin Deposits Participant margin deposits represent cash and cash equivalents maintained in segregated MIAXdx bank accounts that are controlled by MIAXdx but are held for the benefit of customers. Customer agreements generally require that accounts and transactions be fully-collateralized, which requires that customers post sufficient cash and/or digital asset margin deposits prior to trade execution in order to satisfy the maximum potential loss on all open positions. In addition, customers may opt into a collateral netting system that allows a customer’s required collateral for a given option to be netted with the customer’s other options of the same type and term. In all cases, the Company still holds the maximum potential loss on the entire portfolio of positions. Participant margin deposits are recorded as an asset with a corresponding liability in the consolidated balance sheets. As of December 31, 2025, the participant margin deposits and the corresponding liability were presented within the assets held for sale and liabilities held for sale, respectively on the consolidated balance sheets. Receivables from and Payables to Broker-Dealers, Futures Commission Merchants, and Clearing Organizations Dorman Trading, a futures commission merchant, records receivables from broker-dealers, futures commission merchants and clearing organizations representing margin deposits, in the form of cash and securities, held at clearing organizations as well as amounts deposited with and receivables from broker-dealers and futures commission merchants, less any payables where any right of offset exists. Where amounts are owed to broker-dealers, futures commission merchants and clearing organizations, and there is no right of offset, the amount due is presented within payables to clearing organizations on the consolidated balance sheets. Deposits held at clearing organizations pertain primarily to cash deposits made to satisfy clearing organization margin requirements on customer open futures and options on futures positions, as well as to satisfy the requirements set by clearing exchanges for clearing membership. In addition to margin, deposits with clearing organizations include guaranty 120 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS deposits, which are held by clearing organizations for use in potential default situations by one or more members of the clearing organizations. The guaranty deposits may be applied to Dorman Trading’s obligations to the clearing organization or to the clearing organization’s obligations to unrelated parties. Deposits with clearing organizations also include securities deposited with, or pledged to, clearing organizations. These securities are primarily U.S. Treasury obligations that were either pledged to Dorman Trading by its customers or represent investments of customer funds. These securities are carried at fair value with any change in fair value reflected in payables to customers for those pledged by customers, or to ‘interest income’ (included in other revenue in the consolidated statements of operations) for those securities that represent an investment of customers funds. Receivables from and Payables to Customers and Non-customers Receivables from customers, net includes the total of net deficits in individual exchange-traded futures and option on futures and amounts due from other services provided to Dorman Trading’s customers. Customer deficits arise from realized and unr ealized trading losses on futures, options on futures and amounts due on cash and margin transactions. The receivables from customers was $ 1.1 million as of December 31, 2025 and immaterial as of December 31, 2024 and is presented within the accounts receivable, net on the consolidated balance sheets. Receivables from non-customers are considered general corporate assets and do not affect customer segregation. In the normal course of business, Dorman Trading may advance funds to customers to facilitate settlement of physical commodity deliveries arising from futures contracts. Delivery financing receivables represent short-term advances to customers and are generally secured by the underlying commodity and warehouse receipts held by the Company. These amounts are typically repaid within a short period following delivery. At December 31, 2025 and 2024, delivery financing receivables was $ 9.5 million and $ 0 , respectively and is included in accounts receivable, net in the consolidated balance sheet. Payables to customers consists of funds received, accrued interest payable on those funds, and the net market value of open option contracts with customers. Customer de ficit accounts are reported gross of customer accounts that contain net credit or positive balances, except where a right of setoff exists. Net deficits in individual trading accounts include both secured and unsecured deficit balances due from customers. Equity Securities Owned Equity securities owned, included in other current assets in the consolidated balance sheets, represent marketable securities carried at fair value and measured on a recurring basis. See Note 15 - Fair Value. Related realized and unrealized gains and losses are recognized in current period earnings within other, net in non-operating (expense) income in the consolidated statements of operations. Investments The Company holds equity investments in certain non-marketable securities with no readily determinable fair values. The Company generally accounts for equity investments using the measurement alternative when it does not have a controlling interest or significant influence and when there is an absence of readily determinable fair value for the respective investment. Equity classified non-marketable securities are subject to periodic review to determine whether any events or changes in circumstances indicate that the investments may no longer qualify for the measurement alternative and require remeasurement at fair value. To the extent the measurement alternative continues to apply, the Company evaluates whether there are any impairment indicators that require an impairment adjustment. In the event of impairment, the Company recognizes a loss for the difference between the carrying amount and the estimated fair value of the equity investment. Exchange Membership and Stock, at cost Dorman Trading as a full-service FCM providing execution and clearing services for introducing brokers, retail customers, institutional clients and professional traders on a number of futures exchanges is required to hold certain exchange and clearing organization memberships with the respective exchange venues for such execution and clearing purposes. Exchange memberships that represent an ownership interest which must be held by Dorman Trading to conduct business in the respective venues are accounted for at cost with appropriate consideration for other-than-temporary impairment. Fair value is determined using quoted market prices and recent transactions. As of and for the years ended December 31, 2025 and 2024, no impairment was recognized. Alternatively, exchange memberships, or seats, that only represent the right to conduct business on an exchange, but not an ownership interest in the exchange, are accounted for as 121 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS indefinite-lived intangible assets at cost with potential impairment determined under FASB ASC 350, Intangibles - Goodwill and Other. As of and during the years ended December 31, 2025, 2024 and 2023, there were no indicators that would suggest that the carrying values of exchange memberships that do not represent an ownership interest are impaired. These memberships are included in other assets, net on the consolidated balance sheets. Fair Value Measurement The Company accounts for certain assets and liabilities at fair value. Fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, which is the exit price. The fair value hierarchy under GAAP prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy are as follows: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 - Inputs that reflect quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets and inputs other than quoted prices that are directly or indirectly observable in the marketplace. • Level 3 - Unobservable inputs which are supported by little or no market activity. Fixed Assets, Net Fixed assets are stated at cost, net of accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets ranging from three to five years for furniture, equipment and software, and one to twenty five years for building and improvements. Fixed assets acquired under capital leases are depreciated over the life of the lease or the estimated useful life of the asset, whichever is shorter. Leasehold improvements are amortized over the shorter of the remaining term of the respective lease to which they relate or the remaining useful lives of the leasehold improvement. Any gain or loss on the retirement of assets is recognized currently. Internally Developed Software, Net The Company capitalizes costs of internally developed software incurred during the application development stage, which includes design, coding, installation and testing activities while costs incurred during the preliminary project stage are expensed as incurred in accordance with FASB ASC 350, Intangibles - Goodwill and Other. Once the software is ready for its intended use, these costs are amortized on a straight-line basis over the software’s estimated useful life, generally five years . Impairment of Long-lived Assets A review of impairment of long-lived assets is performed at least annually or when events or changes in circumstances indicate that the carrying values of the assets may not be recoverable. Impairment indicators may include, but are not limited to, a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. Impairment losses are recorded if the asset’s carrying value is not recoverable through its undiscounted future cash flows. Impairment losses are measured based upon the difference between the carrying amount and estimated fair value of the related asset or asset group. During the years ended December 31, 2025, 2024 and 2023, the Company recorded an impairment loss amounting to $ 2.7 million, $ 2.0 million and $ 7.6 million, respectively, relating to owned land and building, which was included in general, administrative, and other in the consolidated statements of operations. Goodwill and Other Intangible Assets, Net Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of a business acquired. Goodwill is allocated to the Company’s reporting units based on the assignment of the fair 122 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS values of each reporting unit of the acquired company. The Company tests goodwill for impairment at the reporting unit level annually on October 1st or more frequently if conditions exist that indicate that the goodwill may be impaired. The Company performed its annual goodwill impairment test for the periods presented and determined that no impairment existed. Intangible assets, net are comprised of customer relationships, trade name, non-compete agreements, exchange licenses, and a FCM license. Intangible assets determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that the assets carrying value may be impaired. Intangible assets that have a finite life are amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of intangible assets are as follows: Estimated useful life Customer relationships 3 - 15 years Trade name 2 years Non-compete agreements 3 years The Company tests finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When these indicators exist, an estimate is made of the undiscounted net future cash flows over the remaining life of such assets. If the total of the estimated cash flows is less than the carrying amount, an impairment would exist, which is measured based upon the difference between the carrying amount and the fair va lue of the assets. The Company performed its annual intangible assets impairment test as of October 1st. No impairment was identified for intangible assets as of and for the years ended December 31, 2025, 2024 and 2023. Foreign Currency The financial statements of TISEG is translated into U.S. dollars using the exchange rate in effect as of each balance sheet date. Statements of operations and cash flow amounts are translated using the average exchange rate during the period. The cumulative effects of translating the balance sheet accounts from the functional currency into the U.S. dollar at the applicable exchange rates are included in accumulated other comprehensive loss, net in the accompanying consolidated balance sheets. TISEG’s operations in Guernsey are recorded in Pounds sterling. The financial statements of BSX are translated from Bermudan dollars into U.S. dollars. The Bermudan dollar is pegged to the U.S. dollar at a one-to-one ratio, resulting in no translation adjustments. Investments in equity securities for which the measurement alternative is elected are non-monetary assets and are remeasured at the historical exchange rate. The historical exchange rate used is as of the later of i) the acquisition date; or ii) the most recent date on which the equity security was adjusted to fair value due to observable price changes in orderly transactions for a similar investment of the same issuer, or impairment. For the year ended December 31, 2025, the Company recorded a gain of $ 0.9 million resulting from foreign currency translations. No foreign currency translations gain or loss was recorded during the years ended December 31, 2024 and 2023. Foreign currency gains and losses are recorded as other (expense) income, net in the consolidated statements of operations. Business Combinations The Company uses the acquisition method of accounting for business combination transactions, and, accordingly, recognizes the fair values of assets acquired and liabilities assumed in the consolidated financial statements. Transaction costs related to the acquisition of the acquired company are expensed as incurred. The allocation of fair values may be subject to adjustment after the initial allocation for up to a one-year period as more information becomes available relative to th e fair values as of the acquisition date. The Company estimates and records acquisition date estimated fair value of contingent consideration as part of purchase price consideration for acquisitions. Estimating contingent consideration fair value incorporates assumptions regarding future operating results, discount rates, and probabilities assigned to various potential operating results scenarios. 123 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets and Liabilities Held for Sale Assets and liabilities to be disposed of by sale are reclassified into assets and liabilities held for sale, respectively on the Company’s consolidated balance sheets. The reclassification occurs when all the held for sale criteria have been met. Disposal groups are measured at the lower of carrying value or fair value less costs to sell. Assets held for sale are not depreciated or amortized. The Company assess the recoverability of disposal groups each reporting period they remain classified as held for sale. Debt Issuance Costs Debt issuance costs incurred are capitalized as a contra-liability and amortized over the contractual term of the debt using the effective interest method. In cases where amortization expense approximates the effective interest, the cost is amortized on a straight line basis. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable GAAP guidance. The assessment considers whether the warrants are freestanding financial instruments and whether they meet the definition of a liability. Warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or may require settlement by issuing a variable number of shares. Liability classified warrants are required to be accounted for at fair value on the date of issuance and each subsequent reporting period, with all changes in fair value after the issuance date reflected in the change in fair value of warrants on puttable shares & puttable common stock and puttable warrants issued with debt in the consolidated statements of operations. If the warrants do not require liability classification, in order to conclude equity classification, the Company assesses whether the warrants are indexed to the Company's common stock and whether the warrants are classified as equity under GAAP. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date. Share-based Compensation The Company has in effect stock incentive plans under which stock options and restricted stock awards have been granted to employees, non-employees, and non-employee members of the Board of Directors. Occasionally, warrants have also been granted to employees, non-employees and non-employee members of the Board of Directors. The Company records share-based compensation expense for all share-based compensation granted based on the grant-date fair value. Prior to the IPO, management used the assistance of a third party to determine the estimated fair value of the Company’s common stock using the Company’s earnings projections and capitalization tables. The fair value of the options and warrants is derived using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions including the fair value of the Company's stock, the implied stock price volatility of similar public entities and the estimated life of each award. The Company estimates the expected term for stock options using the simplified method as the midpoint between the vesting date and the contractual expiration date of the award. Due to the limited trading history of the Company’s stock, the Company estimates the volatility using volatilities of a group of public companies in a comparable industry. The risk free interest rate is derived from the U.S. Treasury instruments with maturities similar to the expected term of the options. The fair value of equity-based awards granted to employees and directors is amortized over the vesting period of the award on a straight-line basis, net of any actual forfeitures. GAAP establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the equity instruments issued. When options or warrants are granted, the fair value of the equity instrument is estimated using the Black-Scholes option valuation model. In general, the Company recognizes expense in the same manner as if it was to pay cash for the services received instead of paying with the equity instrument. Earnings per Share Basic earnings per share ("EPS") is calculated by dividing the net income (loss) available to the Company's common stockholders by the weighted-average number of shares outstanding during the period. 124 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Diluted earnings per share is calculated by dividing net income (loss) available to the Company’s common stockholders by the sum of the weighted average number of common shares outstanding plus all additional common shares that would have been outstanding if the potentially dilutive common shares had been issued. The dilutive effect is calculated using the more dilutive of the two-class or treasury stock methods. Income Taxes Deferred taxes are recorded on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company’s policy is to include interest and penalties related to an underpayment of income taxes, including those related to uncertain tax positions, in the income tax provision within the consolidated statements of operations. Leases The Company determines whether a contract is or contains a lease at contract inception. The Company recognizes right of use operating lease assets and operating lease liabilities at the lease’s commencement date based on the present value of remaining fixed lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at a lease’s commencement date to determine the present value of lease payments. The Company’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease asset also includes any fixed lease payments made, net of lease incentives, and incurred initial direct costs. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and may include payments for common area maintenance, property taxes and other non-fixed payments for services provided by the lessor. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s leases do not contain an y material residual guarantees or material restrictive covenants. Recent Accounting Pronouncements Recent Accounting Pronouncements – Ado pted by the Company In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 350-60”), which addresses the accounting and disclosure requirements for certain crypto assets. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within that year, which will require the Company to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 350-60 will also require the Company to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. While ASU 350-60 provides clarity on expected changes to the accounting standards for crypto assets, the accounting standard may not resolve all uncertainties regarding how the Company accounts for crypto asset transactions, crypto assets, and related revenue and expenses. The adoption of the standard did not have any material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends annual income tax disclosure requirements to include disaggregated information about the 125 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company’s effective tax rate reconciliation and income taxes paid. For public companies, the amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted the standard, retrospectively and included the necessary disclosures in its annual consolidated financial statements for the year ending December 31, 2025. ASU 2023-09 did not have any impact on the Company’s financial position or results of operations. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users. The Company adopted this new standard as of January 1, 2024 using the modified retrospective approach, which resulted in a $ 0.4 million decrease in additional paid-in capital, $ 0.2 million decrease in the opening balance of accumulated deficit, and $ 0.2 million increase in the outstanding debt balance. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company retrospectively adopted the ASU for the period ended December 31, 2024. The adoption of the standard did not have any material impact on the Company’s consolidated financial statements. See Note 19 - Segment Reporting. Recent Accounting Pronouncements - Not yet adopted In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The accounting improvements replace the development-stage-based guidance with a principles-based “probable-to-complete” capitalization threshold and clarify disclosure requirements for capitalized internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and for interim reporting periods within those annual periods, with early adoption permitted. The Company expects to adopt the update for the interim and annual financial statements issued for the year ending December 31, 2028 and is currently evaluating the impact of adopting the standard on the consolidated financial statements. In December 2025, the FASB issued ASU 2025-12, Codification Improvements which makes improvements to the Accounting Standards Codification ("ASC") for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow Scope Improvements which amends and clarifies the interim disclosure requirements of ASC 270. The standard provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods. This update is effective for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on the consolidated financial statements. 3. BUSINESS COMBINATIONS AND DISPOSITIONS TISE Acquisition On June 5, 2025, the Company, via MIH East completed the TISE Acquisition. TISEG, through its subsidiary, TISEA, provides financial markets and securities services to public and private companies. TISEA operates an investment exchange known as TISE and is regulated by the GFSC . TISE is headquartered in Guernsey. The TISE Acquisition 126 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS provides the Company access to the European and UK markets, as well as access to another vertically integrated market ecosystem. Prior to the TISE Acquisition, MIH East owned 29.46 % of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value for $ 25.5 million based on the purchase price. The remeasurement resulted in the recognition of a pre-tax gain of $ 8.6 million, which was reflected within other, net in non-operating (expense) income on the consolidated statement of operations. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was approximately £ 51.5 million ($ 69.7 million). The acquisition was accounted for as a business combination. Assets acquired totaled approximately $ 116.1 million, including $ 18.0 million of goodwill and $ 76.0 million of intangible assets. The goodwill generated in the acquisition is not tax deductible. Total liabilities assumed amounted to approximately $ 20.9 million. The Company has completed the purchase price allocation and assessment of the fair value of assets acquired and liabilities assumed; accordingly, the purchase price attributable to the acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price was as follows (in thousands): Cash and cash equivalents $ 12,423 Accounts receivable 1,967 Other current assets 5,872 Fixed assets 109 Internally developed software 1,200 Other assets 528 Other intangible assets 76,000 Goodwill 18,042 Total assets acquired 116,141 Accounts payable and other liabilities 1,333 Other current liabilities 1,532 Deferred transaction revenues 5,689 Non-current liabilities 1,127 Deferred tax liability 11,227 Total liabilities assumed 20,908 Total purchase consideration $ 95,233 The estimated useful lives of intangible assets, primarily based on the expected period of benefit to the Company, and fair values of the identifiable intangible assets at acquisition date were as follows (in thousands): Fair Value Estimated Useful Life Exchange license $ 63,000 Indefinite Customer relationships $ 13,000 15 years The exchange license was valued using an income approach, specifically the excess earnings method, which estimates the present value of future cash flows attributable to the license after deducting contributory asset charges, including working capital, fixed assets, software, assembled workforce, and customer relationships. The valuation reflects management’s estimates of future revenues, operating costs, and associated cash flows expected to be generated from the license. Customer relationships were valued using an income approach, specifically the with-and-without method, which measures the incremental cash flows expected to be generated from existing customer relationships compared to a hypothetical scenario in which such relationships are not in place. The valuation considered future revenues, variable operating costs, capital expenditures, and working capital requirements. The estimated cash flows for both asset classes were discounted to present value using a discount rate of 13.0 %, which reflects the risks associated with the respective intangible assets. 127 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the year ended December 31, 2025 , the Company incurred acquisition costs of $ 2.9 million. These costs included legal and other professional services directly related to the acquisition of TISE and were recognized in acquisition-related costs in the Company's consolidated statement of operations. Since the acquisition of TISE on June 5, 2025, the Company has included revenue of $ 11.3 million and net income of $ 5.4 million, in the consolidated statement of operations for year ended December 31, 2025. Disposition of MIAXdx On November 25, 2025, M 7 Holdings, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell 90 % of the issued and outstanding equity of MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. The Company will retain 10 % of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC . The MIAXdx Transaction closed on January 20, 2026. Assets and liabilities related to the MIAXdx Transaction are segregated and reported as assets held for sale and liabilities held for sale, respectively within the consolidated balance sheet. The assets held for sale are recorded at their carrying value as it was lower that the estimated fair value less cost to sell. The following table summarizes components of assets and liabilities held for sale on the consolidated balance sheet as of December 31, 2025 (in thousands): Assets held for sale Cash and cash equivalents $ 18,724 Participant margin deposit 1,511 Other current assets 221 Goodwill 2,520 Intangible assets 18,000 Total assets held for sale $ 40,976 Liabilities held for sale Accounts payable and other liabilities $ 100 Accrued compensation payable 1,147 Participant margin deposit payable 1,511 Total liabilities held for sale $ 2,758 The sale of MIAXdx resulted in a gain of approximately $ 50.0 million, which was recognized upon closing in January 2026. 4. REVENUE RECOGNITION The Company primarily generates revenues by assessing fees to its member firms for the services it renders, which include providing access to its exchanges, enabling transaction-based trading on its exchanges, and providing access to various market data. Revenue for the Company’s services are recognized as control of the services are transferred to the customer. The amount recognized is the amount that reflects the consideration the Company expects to be entitled to in exchange for its services. The Company determines the transaction price at the outset of the arrangement based on the contractual and payment terms associated with the transaction. The typical term for the Company’s contracts with customers ranges from the time it takes to complete a single transaction to one month, depending on the service being provided. Customers are usually billed each month in arrears with standard payment terms, although the Company does occasionally bill customers in advance. Fees associated with each contract are fixed within the month in which the service is provided. The Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service that is distinct — i.e., if such service is separately identifiable and if a customer can benefit from it on its own or with other resources that are readily available to the customer. 128 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Transaction and clearing fees : Transaction fees represent fees the Company charges to its exchange member firms, as customers, for the performance obligation of executing a trade on the Company’s exchanges and comprise the majority of the Company’s revenues. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis in accordance with the Company’s published fee schedules. Transaction fees also include Dorman Trading’s sales and brokerage commissions generated by customers trading activity on options and futures. Commission revenue is reported on a gross basis as the Company is responsible for the execution of the customers’ purchases and sales and maintaining relationships with exchanges. Transaction fees are recognized across all operating segments and are recorded as transactions occur on a trade-date basis. Clearing fees, which include settlement fees, are charged by the Company for transactions cleared by MIAX Futures, Dorman Trading, MIAXdx and BSX. Clearing fees can be variable based on cleared volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded and billed on a monthly basis in accordance with the Company’s published fee schedules. Clearing fees that are passed through to the customers’ accounts are reported gross on the Company’s consolidated statements of operations as the Company maintains control over the clearing and execution services provided, maintains relationships with the exchanges or clearing brokers, and has ultimate discretion in whether the fees are passed through to the customers and the rates at which they are passed through. Clearing fees are recognized in the Futures segment for MIAX Futures, Dorman Trading and MIAXdx and in the International segment for BSX and are recorded as transactions are cleared. Tiered discounts are offered to customers based on the amount of trades that are executed on the Company’s exchanges. As these are volume driven, they reduce the transaction price and are recorded net in transaction fees on the consolidated statements of operations. Liquidity payments paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as liquidity payments, which are classified within cost of revenue in the consolidated statements of operations. Transaction and clearing fees also result in regulatory fees. Regulatory fees include the options regulatory fee (“ORF”) and Section 31 fees. ORF is in place to fund the Company’s regulatory oversight function of the exchange marketplace and is determined based on the number of customer contracts and cannot be used for non-regulatory purposes. Section 31 fees are transaction fees charged by the SEC to the exchanges. The Section 31 fees charged to customers are based on the fee set by the SEC per notional value of transactions executed on the Company’s securities markets and are calculated and billed monthly. The Section 31 fees collected by the Company are ultimately payable to the SEC and are therefore classified within cost of revenue in the consolidated statements of operations. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. Access fees : Access fees include fees assessed for allowing customers, which include exchange member firms and non-member firms, to connect their networks to one of the Company’s exchanges or to an external exchange for a specified period of time. Fees for these services are assessed to customers for the opportunity to trade as member firms, or in the case of non-member firms to provide these services to member firms and use other related functions of the exchanges. Access fees are billed monthly in accordance with the Company’s published fee schedules and recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments. Market data fees : Market data fees include making market data available to customers either through direct subscriptions, through third party platforms or through the Company’s participation in the Consolidated Tape Association (“CTA”) Plan, the Unlisted Trading Privileges (“UTP”) Plan, and the Consolidated Quotation System (“CQS”) Plan and the Options Price Regulatory (“OPRA”) Plan (collectively the “U.S. Tape Plans”). Market data revenue includes distributions from the U.S. Tape Plans, which is distributed based upon each individual exchange’s market share of U.S. volume, trades, and/or quotes. Market data revenue also includes market data revenue earned from the sale of proprietary market data directly to the customer on a subscription basis or from third parties where the Company is the principal in the transaction. Market data revenue is recognized in the period the data is provided. U.S. Tape Plan market data is recognized in the Options and Equities segments. Proprietary market data fees are recognized across all operating segments. Other revenue : Other revenue primarily includes initial and annual listing fees from TISE, MIAX Futures and BSX listings, member fines, office rental income and interest income from MIAX Futures and Dorman Trading clearing operations. Initial listing fees are billed upfront and recognized as revenue when the performance obligations is satisfied upon the listing becoming effective, which occurs shortly after the contract execution. Annual listing fees are recognized 129 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS on a straight-line basis over the period to which the fee relates. Member fines are not available for general corporate purposes and can only be used to offset the cost of the MIAX Exchange’s regulatory operations. Consideration payable to a customer : As discussed in the transaction and clearing fees section above, liquidity payments are accounted for as consideration payable to a customer and are recorded separately as liquidity payments within cost of revenues in the consolidated statements of operations in the period in which the payment is earned by the customer and the payment is provided. In certain instances, including for new segments and proprietary products, liquidity payments may exceed transaction fees resulting in inverted pricing. The Company considers liquidity payments to be a distinct transaction. The Company believes that providing (or removing) liquidity is a distinct service that is provided by customers, as the Company benefits from having an enhanced liquidity pool available on its markets, and that it is separately identifiable given its separation on the published fee schedules. The Company believes that the enhanced liquidity pool attracts order flow and promotes order execution on the Company’s trading platforms. Through enhanced order flow, and therefore higher market share, the Company also earns additional market data fees and access fees. Additionally, the Company issued certain warrants to customers as part of its ERPs (as defined below) detailed in Note 17. Under these programs, the Company records the fair value of the number of warrants that vest in a period as a cost of revenues. Customers vest in the warrants as and when they transact certain volumes of trades on the Company’s exchanges which is considered a sales incentive offering that reward customers solely in return for executing increased trading volumes with the Company. The warrant vesting period for the last program ended on June 30, 2024. The following table summarizes revenue disaggregated by the Company's Options, Equities, Futures and International segments and the Corporate and Other unit (in thousands): Year Ended December 31, 2025 Options Equities Futures International Corporate & Other Consolidated Revenue Transaction and clearing fees $ 988,130 $ 129,062 $ 71,983 $ 254 $ — $ 1,189,429 Access fees 90,386 14,738 990 162 ( 228 ) 106,048 Market data fees 27,222 9,519 4,568 319 ( 30 ) 41,598 Other revenue 1,281 27 10,328 13,954 1,408 26,998 $ 1,107,019 $ 153,346 $ 87,869 $ 14,689 $ 1,150 $ 1,364,073 Timing of revenue recognition Services transferred at a point in time $ 989,949 $ 129,089 $ 72,811 $ 5,146 $ — $ 1,196,995 Services transferred over time 117,070 24,257 15,058 9,543 1,150 167,078 $ 1,107,019 $ 153,346 $ 87,869 $ 14,689 $ 1,150 $ 1,364,073 130 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2024 Options Equities Futures International Corporate and Other Consolidated Revenue Transaction and clearing fees $ 757,286 $ 163,507 $ 79,102 $ 219 $ — $ 1,000,114 Access fees 75,218 13,739 694 144 ( 228 ) 89,567 Market data fees 19,084 10,523 3,744 319 ( 24 ) 33,646 Other revenue 166 — 12,535 2,629 1,415 16,745 $ 851,754 $ 187,769 $ 96,075 $ 3,311 $ 1,163 $ 1,140,072 Timing of revenue recognition Services transferred at a point in time $ 757,629 $ 163,507 $ 79,986 $ 508 $ — $ 1,001,630 Services transferred over time 94,125 24,262 16,089 2,803 1,163 138,442 $ 851,754 $ 187,769 $ 96,075 $ 3,311 $ 1,163 $ 1,140,072 Year Ended December 31, 2023 Options Equities Futures International Corporate and Other Consolidated Revenue Transaction and clearing fees $ 696,429 $ 143,720 $ 66,760 $ 233 $ — $ 907,142 Access fees 75,251 12,005 832 180 ( 219 ) 88,049 Market data fees 16,555 9,437 3,694 427 1 30,114 Other revenue 52 6 12,442 2,404 798 15,702 $ 788,287 $ 165,168 $ 83,728 $ 3,244 $ 580 $ 1,041,007 Timing of revenue recognition Services transferred at a point in time $ 696,698 $ 143,954 $ 67,055 $ 480 $ — $ 908,187 Services transferred over time 91,589 21,214 16,673 2,764 580 132,820 $ 788,287 $ 165,168 $ 83,728 $ 3,244 $ 580 $ 1,041,007 Deferred transaction revenue consists of prepaid transaction and non-transaction fees which are recognized as revenue when earned. During the year ended December 31, 2025, the Company received prepaid fees of $ 12.4 million and recorded $ 6.4 million as part of the TISE Acquisition and recognized deferred transaction revenue of $ 11.4 million. During the year ended December 31, 2024, the Company received prepaid fees of $ 3.7 million and and recognized deferred transaction revenue of $ 3.9 million. Concentration of revenue: For the year ended December 31, 2025, the Company derived $ 613.7 million of the $ 1,364 million in total revenue from three customers, with such customers accounting for 19 %, 15 % and 11 % of the Company’s total revenue. For the year ended December 31, 2024, the Company derived $ 494.7 million of the $ 1,140 million in total revenue from three customers, with such customers accounting for 16 %, 15 % and 12 % of the Company’s total revenue. For the year ended December 31, 2023, the Company derived $ 447.4 million of the $ 1,041.0 million in total revenue from three customers, with such customers accounting for 16 %, 16 % and 11 % of the Company’s total revenue. Revenues from transactions with the top three customers in 2025, 2024 and 2023 are reported primarily within the Options segment. No customer is contractually or otherwise obligated to continue to use the Company’s services. The loss of, or a significant reduction of, participation by these customers may have a material adverse effect on the Company’s business, financial position, results of operations and cash flows. 131 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5. RECEIVABLE FROM BROKER-DEALERS, FUTURES COMMISSION MERCHANTS AND CLEARING ORGANIZATIONS Receivable from and payable to broker-dealers, futures commission merchants and clearing organizations are as follows (in thousands): December 31, 2025 December 31, 2024 Assets Receivable from broker-dealers and futures commission merchants $ 5,274 $ 10,517 Receivable from clearing organizations Cash margin 121,384 128,572 Cash guarantee deposits 6,875 8,075 Total receivable from broker-dealers, futures commission merchants and clearing organizations $ 133,533 $ 147,164 Liabilities Payable to clearing organizations $ 11 $ 2,746 Total payable to clearing organizations $ 11 $ 2,746 6. INVESTMENTS From time to time the Company makes investments in entities of strategic relevance. These investments primarily consist of illiquid and non-controlling positions in entities with no readily determinable fair value, which are carried at cost less any impairment and are adjusted for observable price changes from orderly transactions for identical or similar securities. As of December 31, 2025 and 2024, the carrying amount of investments made by the Company was $ 19.2 million and $ 31.0 million, respectively. During the year ended December 31, 2025, the Company purchased a minority interest in a privately held company for $ 5.0 million . The Company, through MIH East, acquired a minority investment in TISEG, the carrying amount of this investment was $ 17.3 million at December 31, 2023. In July 2024, the Company acquired additional shares for $ 1.6 million and recorded a loss of $ 2.0 million within other, net on the consolidated statement of operations to account for the observable price change in the value of its prior investment. As of December 31, 2024 the Company owned 29.46 % of the total outstanding shares of TISEG and the carrying amount was $ 16.8 million. An ownership interest in an entity over 20% generally leads to a presumption that the investor has the ability to exercise significant influence over the investee, requiring the investee to be accounted for by the investor under the equity method of accounting. The Company had concluded it did not have the ability to exercise significant influence over the operating and financial policies of the investee and did not have any representative or designee on the investee's board of directors. Further, the equity method of accounting would require that the investee routinely provide the Company with certain non-public information and information not available to its other shareholders, convert the investee’s results to GAAP and prepare a full purchase price allocation which was not available to the Company. Therefore, the Company accounted for its investment as an equity investment under the measurement alternative. On June 5, 2025, the Company acquired the entire issued and to be issued ordinary share capital of TISEG not already owned by MIH East. The Company paid a total cash consideration of £ 51.5 million ($ 69.7 million based on British pound/U.S. dollar exchange rate of 1.35356) or £ 22.50 for each share MIH East did not previously own. The Company recorded a gain of $ 8.6 million within other, net under non-operating (expense) income in the consolidated statement of operations to account for the observable price change in the value of its prior investment. See Note 3 - Business Combinations and Dispositions for further information on the TISE Acquisition. During the year ended December 31, 2025 and 2024, the Company received dividends of $ 0.8 million and $ 3.1 million from TISEG, which are recorded within other, net in the consolidated statement of operations. The Company did not receive any dividends during the year ended December 31, 2023. 132 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2024, based on qualitative assessments performed by management, the Company determined that an other-than-temporary impairment existed for certain investments. The Company impaired minority equity investments in two privately held companies for a total carrying amount of $ 2.5 million as both investees were experiencing cash flow issues and would likely suspend operations in the near future. The Company impaired the outstanding carrying amount of $ 1.6 million for another investment, which was partially impaired in 2023, as the investee continued experiencing delays in implementing business plan initiatives due to regulatory hurdles. During the year ended December 31, 2023, the Company recorded a total impairment loss of $ 2.4 million on three of its investments based on qualitative assessments performed by management. The Company impaired minority equity investments in two privately held companies with a carrying amount of $ 0.7 million and $ 0.2 million respectively. The Company determined that an other-than-temporary impairment existed for both investments as they were likely to suspend operations subsequent to the period. The Company impaired another minority interest investment as the investee was expected to experience delays in implementing certain business plan initiatives due to regulatory hurdles which could adversely affect its financial condition. As a result, the Company recorded an impairment loss of $ 1.5 million. 7. FIXED ASSETS AND INTERNALLY DEVELOPED SOFTWARE, NET Fixed assets and internally developed software, net consisted of the following (in thousands): December 31, 2025 2024 Fixed assets, net: Land $ 2,209 $ 2,209 Building and improvements 9,373 12,036 Furniture and equipment 126,086 112,137 Leasehold improvements 31,368 22,591 Purchased software 7,492 7,285 Less: Accumulated depreciation and amortization ( 129,674 ) ( 111,780 ) Total fixed assets, net $ 46,854 $ 44,478 Internally developed software, net: Capitalized internal-use software $ 112,843 $ 98,435 Less: Accumulated depreciation and amortization ( 76,510 ) ( 66,173 ) Total internally developed software, net $ 36,333 $ 32,262 Depreciation and amortization expense for fixed assets and internally developed software for the years ended December 31, 2025, 2024 and 2023 was $ 28.3 million, $ 22.6 million and $ 20.2 million, respectively. During 2025, the Company recognized an impairment charge of $ 2.7 million to building and improvements which is included in general, administrative, and other within operating expenses in the consolidated statement of operations and reported under the Corporate and Other segment. During 2024, the Company determined impairment indicators were present in connection with land and building, indicating a test for recoverability. As of December 31, 2024 the Minneapolis commercial office market continued to decline due to increased cost of capital and decrease in demand for commercial space. The Company recognized an impairment charge of $ 2.0 million to building and improvements which was included in general, administrative, and other within the operating expenses in the consolidated statement of operations and reported under the Corporate and Other unit. See Note 19 - Segment Reporting for more information. The impairment was allocated on a pro-rata basis to land and building and improvements in the amount of $ 0.5 million and $ 1.5 million, respectively. As of December 31, 2023, there was a significant decrease in the Minneapolis commercial office market primarily because of increased cost of capital due to higher interest rates and a decrease in demand for commercial space due to flexible work arrangements. For the year ended December 31, 2023, the Company recognized an impairment charge of $ 7.6 million. The impairment was allocated on a pro-rata basis to land and building and improvements in the amount of $ 1.7 million and $ 5.9 million, respectively. During 2024 and 2023, the fair value of the asset group was determined based 133 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS on a combination of income capitalization approach, which involved estimating the future cash flows for the asset group discounted to their present values and sales comparison approach where the subject property is compared with comparable properties that have been sold recently. The discount rate used in the determination of fair value using the income capitalization approach was based on consideration of the risks inherent in the cash flows and market as of the valuation date. 8. OTHER ASSETS, NET The following table presents the components of other assets (in thousands): December 31, 2025 2024 Notes receivable, net of $ 26.1 million allowance for credit losses as of December 31, 2025 and 2024 $ 39,609 $ 51,189 Right of use assets 15,143 15,478 Exchange memberships and stock, at cost 3,829 3,829 Prepaid membership fees 4,000 4,000 Deferred IPO costs — 5,978 Other 1,164 1,253 Total other assets, net $ 63,745 $ 81,727 Deferred IPO costs consist of costs incurred in connection with the IPO, including certain legal, accounting, and other IPO related costs. The Company reclassified the outstanding deferred offering costs of $ 9.6 million to additional paid-in capital in the consolidated balance sheet as a reduction of the net proceeds received from the IPO. The notes receivable relates to the Consolidated Audit Trail (“CAT”), which involves the creation of an audit trail to enhance regulators’ ability to monitor trading activities in the U.S. markets through a phased implementation. The funding for the development and operation of the CAT was provided by the Self-Regulatory Organizations (“SROs”), which include the Company’s exchanges and by broker-dealers in exchange for promissory notes, a portion of which are expected to be repaid by Consolidated Audit Trail, LLC (“CAT LLC”). In 2016, the SEC approved a plan to establish CAT to improve regulators’ ability to monitor trading activity. Each of the MIAX Exchanges is a participant in the CAT NMS Plan, which governs the collection, consolidation, and retention of all information reported to CAT pursuant to Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 613 for securities listed on the MIAX Exchanges. In 2018, the first phase of CAT went live and required SRO participants to begin reporting to the CAT. The SRO participants jointly own a limited liability company, CAT LLC, which conducts the activities of the CAT. Implementation and operation of the CAT has resulted in significant expenditures by the MIAX Exchanges. On September 6, 2023, the SEC approved a revised funding model (“2023 Funding Order”), called the “Executed Share Model”, for the SRO participants and the industry to share CAT costs. The Executed Share Model establishes a framework that SRO plan participants may use to recover the costs to create, develop, and maintain the CAT, as well as a method for allocating CAT costs among the SRO participants and the industry. Prior to the effectiveness of the Executed Share Model, funding was provided solely by the SROs, partly in exchange for promissory notes. Under the Executed Share Model, the SRO participants were able to submit filings pursuant to Section 19(b) of the Exchange Act to impose fees on the industry members. Details of the fees, including the budgeted prospective CAT costs and certain of the costs previously covered entirely by the SRO participants, were required to be provided in those Section 19(b) filings. On October 17, 2023, the 2023 Funding Order was challenged in the 11th Circuit U.S. Court of Appeals (“11th Circuit”). In August 2024, the SRO participants submitted filings with the SEC to recoup certain historical CAT costs incurred prior to January 1, 2022, and prospective CAT costs from July 26, 2024, through December 31, 2024. These filings have been published and are effective. In December 2024, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from January 1, 2025, through June 30, 2025. In June 2025, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from July 1, 2025, through December 31, 2025. On July 25, 2025, the 11th 134 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Circuit issued an opinion that the Executed Share Model is arbitrary and in violation of the Administrative Procedures Act. The 11th Circuit thus vacated the 2023 Funding Order, stayed the decision for sixty days after issuance of the mandate, and remanded the matter to the SEC for further proceedings consistent with their opinion. On September 30, 2025, the SEC issued an order allowing the SRO participants to reduce CAT operating costs while retaining the CAT’s core regulatory functionality. Also on September 30, 2025, the 11th Circuit issued its mandate and the deadline for the SEC to act was set for November 29, 2025. On September 5, 2025, CAT LLC filed with the SEC a proposed amendment to implement a revised funding model (the “Amendment”). On November 21, 2025, the SEC issued an order instituting proceedings to determine whether to approve or disapprove the Amendment. Comments on the Amendment were due to be submitted to the SEC by December 17, 2025. On December 18, 2025, CAT LLC filed with the SEC a proposed amendment to further reduce CAT operating costs, with comments due to be submitted to the SEC by January 30, 2026. Absent some change, the MIAX Exchanges could be required to stop charging both historical and prospective CAT fees. As a result, the SROs, including the MIAX Exchanges, may continue to incur significant costs and not be reimbursed for prospective and historical CAT costs. On April 16, 2024, other plaintiffs petitioned the United States District Court for the Western District of Texas Waco Division to completely shut down CAT based on constitutional grounds (“Waco Case”). The Waco Case was stayed until January 15, 2026. On January 15, 2026, certain of the defendants motioned the court to continue the stay until July 2026, which plaintiffs oppose. The Waco Case is still pending, and may result in the CAT SRO participants being unable to recoup any CAT costs, as well as incurring addition costs related to CAT. The following table presents the change in the notes receivable, net of allowance for the notes receivable as of December 31, 2025 and 2024 (in thousands): Balance at December 31, 2023 $ 46,256 Notes issued, net of allowance for credit losses 5,786 Repayments ( 853 ) Balance at December 31, 2024 51,189 Notes issued, net of allowance for credit losses — Repayments ( 11,580 ) Balance at December 31, 2025 $ 39,609 The allowance for notes receivable associated with CAT is calculated primarily based on the structure of the notes and potential outcomes under the CAT funding model. The following represents the change in allowance for notes receivable for the year ended December 31, 2025 and 2024 (in thousands): Balance at January 1, 2024 $ ( 23,176 ) Provision for uncollectible amount ( 2,892 ) Write-offs charged against the allowance — Recoveries collected — Balance at January 1, 2024 $ ( 26,068 ) Provision for uncollectible amount — Write-offs charged against the allowance — Recoveries collected — Balance at December 31, 2025 $ ( 26,068 ) 135 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9. ACCOUNTS PAYABLE AND OTHER LIABILITIES The following table presents the components of accounts payable and other liabilities (in thousands): December 31, 2025 2024 Accounts payable $ 8,326 $ 12,813 Liquidity payments payable 32,491 31,100 Accrued expenses 8,970 8,795 Current portion of put obligation — 22,711 Current portion of capital lease obligation 173 151 Current portion of operating lease liability 6,518 6,622 Marketing fees payable 11,692 8,172 Section 31 fees payable — 28,414 Accrued interest payable 168 451 ACH reserve deposit payable — 745 Accrued taxes payable 1,204 206 Other 238 181 Accounts payable and other liabilities $ 69,780 $ 120,361 10. PUTTABLE COMMON STOCK, NET OF CURRENT PORTION Puttable common stock from exercise of warrants represents the fair value of outstanding puttable common stock acquired from the exercise of vested warrants by eligible equity rights program participants. The Company remeasured the puttable common stock at each reporting date until the liability was settled and the change in fair value was recognized within non-operating (expense) income in the Company’s consolidated statements of operations. The rights to put shares terminated upon completion of the Company’s IPO in August 2025, and the outstanding puttable common stock was remeasured at fair value and reclassified into common stock at par value and additional paid-in capital in the consolidated balance sheet. See Note 17 - Equity. As of December 31, 2024, the fair value of puttable common stock, net of current portion, was $ 78.4 million. The current portion amounting to $ 22.7 million as of December 31, 2024, was included in accounts payable and other liabilities in the consolidated balance sheets. See Note 9 - Accounts Payable and Other Liabilities for additional details. 11. DEBT OBLIGATIONS The carrying value of the Company’s outstanding debt consisted of the following (in thousands, except for interest rate): December 31, Interest Rate 2025 2024 Senior secured term loans 2029 Senior Secured Term Loan 12.9 % — 100,000 Convertible loans 9.5 % — 5,000 Notes payable 8 % 1,519 1,519 Total 1,519 106,519 Unamortized debt discount, issue cost, and beneficial conversion factor ( 11 ) ( 69,484 ) Total debt, including current obligations 1,508 37,035 Current portion of long-term debt ( 1,508 ) ( 4,767 ) Total long-term debt $ — $ 32,268 136 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Prior Loan Agreement In March 2021, the Company entered into a loan agreement, which as amended, resulted in an aggregate principal amount of $ 110.3 million (“Prior Loan Agreement”). This loan was due to mature on April 26, 2024. The Company issued 162,338 warrants to purchase the Company’s common stock to the lender at an exercise price of $ 14.50 . The loan had an effective interest rate of 14.5 %. On April 26, 2024, the Company entered into an agreement to extend the maturity of the Prior Loan Agreement to June 17, 2024. Additionally, the Company extended the expiration of 662,338 outstanding warrants to purchase shares of common stock previously issued in connection with the Prior Loan Agreement to September 30, 2024 from April 26, 2024, resulting in an incremental debt discount of $ 0.5 million. On June 17, 2024, the Company paid the outstanding principal and interest of $ 57.3 million and $ 0.4 million, respectively. The Company recognized $ 4.8 million and $ 12.2 million of interest expense related to the Prior Loan Agreement including $ 1.3 million related to the accretion of the debt discounts and deferred financing costs during the years ended December 31, 2024 and 2023 . 2029 Senior Secured Term Loan On August 21, 2024, the Company entered into a five year loan agreement (the “2029 Senior Secured Term Loan”) for an aggregate principal amount of $ 100 million at a stated interest rate of 12.90 % per annum payable quarterly. The Company received net proceeds of $ 95 million after deducting upfront fees. Prior to the second anniversary of the loan, the lenders, at their sole discretion, could make additional term loans to the Company in an aggregate amount of up to $ 100 million. The 2029 Senior Secured Term Loan was due to mature on August 21, 2029. In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with an exercise price equal to $ 7.15 and $ 8.55 per share, respectively, with an expiration date of August 21, 2032. The warrants included a cashless exercise feature, anti-dilution protection, a put right for unexercised warrants under certain conditions and an automatic exercise requirement immediately prior to expiration. The warrants provided that at any time following the earlier of (i) an event of default, as defined in the loan agreement, or repayment in full of the 2029 Senior Secured Term Loan and (ii) the sixth anniversary of the loan agreement and until the completion of a Qualified IPO, 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. Pursuant to the 2029 Senior Secured Term Loan Agreement, a “Qualified IPO” was defined as an underwritten public offering by the Company of its common equity interests (a) that results in a publicly traded float of at least $ 500 million as of the date of the initial public offering and (b) where the aggregate primary and secondary offering proceeds, net of underwriting discounts and commissions, are at least $ 250 million. The puttable warrants issued with debt were accounted for as a liability carried at fair value subject to remeasurement at each balance sheet date, with any change in the fair value recognized as a component of non-operating income (expense) in the 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. The Company determined the initial and subsequent fair value measurements of the warrant liability using a Black-Scholes valuation model. See Note 15 - Fair Value Measurement. The rights to put warrants terminated upon completion of the Company’s IPO in August 2025. Upon completion of the IPO, the outstanding puttable warrants issued with debt were remeasured at fair value and reclassified into additional paid-in capital in the consolidated balance sheet. 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 (“Incremental Term Loan”). The Incremental Term Loan had an interest rate of 12.90 % per annum, was payable in cash and matured in August 2029. A portion of the proceeds from the Incremental Term Loan was used to fund the purchase price of the TISE Acquisition. The Company received net proceeds of $ 36.9 million after deducting upfront fees and lenders issuance costs. The Company 137 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS incurred additional issuance costs of $ 3.0 million. The upfront fees together with debt issuance costs was being amortized using the effective interest method over the life of the loan at an effective interest rate of 17.0 %. On August 18, 2025, the Company used proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $ 140.0 million. The Company paid $ 178.4 million, including the outstanding interest payable of $ 2.5 million and a prepayment premium of $ 36.0 million. The Company recorded a loss on debt extinguishment of $ 107.7 million, which included the unamortized debt discount and issuance cost balance of $ 71.6 million, the prepayment premium of $ 36.0 million and legal expenses of $ 0.1 million. The Company recognized $ 11.9 million and $ 5.9 million of interest expense related to the 2029 Senior Secured Term Loan during the year ended December 31, 2025 and 2024, respectively, including $ 2.8 million and $ 1.1 million related to the accretion of the debt discounts and deferred financing costs. Convertible loans During 2020, the Company issued a 9.5 % convertible loan for $ 5.0 million to an existing stockholder due five years from the date of issuance. Interest was payable quarterly and the loan was convertible into the Company’s common stock at the option of the holder at a price of $ 16.00 per share. On issuance of the loan, the Company extended the maturity date of 1,807,847 warrants issued to the lender and its affiliates, and the change in the fair value of the warrants issued amounted to $ 0.6 million . Should the notes be converted at maturity, the lender would receive a beneficial conversion feature allowing the conversion at 75 % of the lowest issue price. The Company recorded the beneficial conversion feature at its intrinsic value of $ 0.4 million. This was recorded as a debt discount and an addition to additional paid-in capital. On January 1, 2024, the unamortized discount of $ 0.1 million was charged to additional paid-in capital upon the adoption of ASU 2020-06. In December 2025, the lender converted the entire $ 5.0 million of outstanding principal into 312,500 shares of common stock at a conversion price of $ 16.00 per share. The total accrued and unpaid interest was $ 0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. During 2021, the Company issued $ 56.2 million of convertible promissory notes to existing stockholders and third-party investors. The notes had a three-year term from the date of issuance and accrue interest at a fixed rate of 10 % per annum; the principal and the unpaid interest due are convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $ 18.00 per share until maturity. The Company issued 100,000 warrants at an exercise price of $ 18.00 per share to the Prior Loan Agreement lender for providing consent for the issuance of the convertible notes. The fair value of the warrants was $ 0.2 million, which was recorded as debt discount and is being amortized over the term of the loan. During the year ended December 31, 2024, the lenders converted the entire $ 56.2 million of outstanding principal into 3,119,444 shares of common stock at a conversion price of $ 18.00 per share. The total accrued and unpaid interest was $ 1.8 million as of the date of conversion, of which the Company converted $ 1.6 million into 90,755 shares of the Company's common stock and paid cash for the remaining $ 0.2 million. The Company incurred inducement expense of $ 1.5 million which represents the interest payable for the period post conversion through original maturity. The Company paid inducement expense of $ 1.4 million through issuance of 68,006 shares of the Company’s common stock, which represents the fair value of the consideration transferred in excess of the consideration issuable under the original terms of the convertible loan and paid cash for the remaining $ 0.1 million. Inducement expense is recognized within other, net in the consolidated statement of operations. The Company recognized interest expense amounting to $ 0.8 million, $ 3.0 million and $ 4.9 million related to the convertible loans for the years ended December 31, 2025, 2024 and 2023, including amortization of debt discount and deferred financing cost of $ 0.2 million for the year ended December 31, 2025 and $ 0.4 million for both years ended December 31, 2024 and 2023. Notes Payable In December 2023, the Company issued a $ 1.5 million promissory note at an interest rate of 8 % to an existing shareholder due three years from the date of issuance. Interest is payable on a semi-annual basis in cash or shares of the Company’s Common Stock at the price of $ 20.50 per share at the option of the holder. The Company issued 7,408 warrants 138 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS to purchase common stock at an exercise price of $ 20.50 per share to the lender. The fair value of the warrants issued was immaterial, which was recorded as debt discount and is being amortized over the term of the loan. Interest expense was $ 0.1 million and the amortization of debt discount was immaterial for the year ended December 31, 2025 and 2024. Interest expense and the amortization of debt discount was immaterial for the period ended December 31, 2023. The future expected loan repayment related to the senior secured term loan, notes payable and convertible loans as of December 31, 2025 are as follows (in thousands): Year Ending December 31, 2026 $ 1,519 2027 and thereafter — 1,519 Less: Unamortized debt discount and BCF ( 11 ) Total $ 1,508 Interest expense recognized on the senior secured term loans, convertible loans and notes payable, included in interest expense and amortization of debt issuance cost in the consolidated statements of operations, for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Component of interest expense: Contractual interest $ 9,832 $ 11,027 $ 16,886 Amortization of debt discount and issuance cost and beneficial conversion factor 3,019 2,841 1,881 Interest expense $ 12,851 $ 13,868 $ 18,767 Lines of Credit As of December 31 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, 2027. Borrowings bear interest at the bank's prime rate less 0.25 % (effective rate of 6.50 % as of December 31, 2025 and 7.25 % as of December 31, 2024) and have an annual commitment fee of 0.40 %. MIAX Futures also maintained a secured line of credit with another bank for $ 40 million, which will expire on July 28, 2026. The secured line of credit carries an interest at the bank's prime rate of 6.75 % as of December 31, 2025 and 7.50 % as of December 31, 2024, and an annual commitment fee of 0.25 % through July 2026. At December 31, 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 years ended December 31, 2025, 2024 and 2023. MIAX Futures is required to maintain certain financial minimums and restrictions. MIAX Futures complied with all such covenants as at December 31, 2025. As of December 31, 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 December 31, 2025 and December 31, 2024 and Dorman Trading did not incur any interest expense during the years ended December 31, 2025, 2024 and 2023. 139 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 12. GOODWILL AND INTANGIBLE ASSETS The following table presents the details of goodwill by segment (in thousands): Options Futures Equities International Total Balance as of December 31, 2023 $ — $ 46,256 $ — $ 562 $ 46,818 Additions — — — — — Balance as of December 31, 2024 $ — $ 46,256 $ — $ 562 $ 46,818 Additions — — — 18,042 18,042 Reclass to assets held for sale — ( 2,520 ) — — ( 2,520 ) Foreign currency translation — — — ( 129 ) ( 129 ) Balance as of December 31, 2025 $ — $ 43,736 $ — $ 18,475 $ 62,211 The following table presents the details of carrying value of intangible assets by segment (in thousands): Options Futures Equities International Total Balance as of December 31, 2023 $ — $ 107,713 $ — $ 7,000 $ 114,713 Additions — — — — — Amortization — ( 489 ) — — ( 489 ) Balance as of December 31, 2024 $ — $ 107,224 $ — $ 7,000 $ 114,224 Additions — — — 76,000 76,000 Reclass to assets held for sale — ( 18,000 ) — — ( 18,000 ) Amortization — ( 412 ) — ( 492 ) ( 904 ) Changes in foreign currency exchange rates — — — ( 546 ) ( 546 ) Balance as of December 31, 2025 $ — $ 88,812 $ — $ 81,962 $ 170,774 The following table presents the gross carrying value and accumulated amortization for intangible assets (in thousands): December 31, 2025 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Impairment Net Book Value Exchange licenses Indefinite $ 148,000 $ — $ ( 452 ) $ — $ 147,548 FCM license Indefinite 6,000 — — — 6,000 Customer relationships 13.6 20,250 ( 2,930 ) ( 94 ) — 17,226 Other 0 200 ( 200 ) — — — Total $ 174,450 $ ( 3,130 ) $ ( 546 ) $ — $ 170,774 December 31, 2024 Weighted Average Remaining Useful Life (Years) Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Impairment Net Book Value Exchange licenses Indefinite $ 103,000 $ — $ — $ — $ 103,000 FCM license Indefinite 6,000 — — — 6,000 Customer relationships 12.8 7,250 ( 2,032 ) — — 5,218 Other 0.8 200 ( 194 ) — — 6 Total $ 116,450 $ ( 2,226 ) $ — $ — $ 114,224 140 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recorded amortization expense of $ 1.1 million for the year ended December 31, 2025 and $ 0.5 million for the years ended December 31, 2024 and 2023. The estimated future amortization expense of the intangible assets is as follows (in thousands): 2026 $ 1,273 2027 1,273 2028 1,273 2029 1,273 2030 1,273 Thereafter 10,861 Total $ 17,226 In 2021, BSX entered into agreements with a wholly owned subsidiary of Pyth Data Foundation (“Pyth”) to provide certain data to the Pyth Network in exchange for 500 million Pyth tokens. During 2023, pursuant to a replacement token agreement, BSX received 500 million replacement Pyth tokens which were locked and restricted from trading with a four year unlock schedule commencing on May 20, 2024. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock. On May 20, 2024, 125 million of the 500 million right to receive Pyth tokens were unlocked by the Pyth Network and during the quarter ended June 30, 2024, BSX sold the 125 million tokens for $ 52.6 million, net of expenses incurred. The net proceeds from the tokens’ sale were recorded as a gain on sale of intangible asset in non-operating (expense) income on the consolidated statement of operations. On May 20, 2025, the second tranche of the 125 million right to receive Pyth tokens were unlocked by the Pyth Network, BSX sold the entire 125 million tokens for $ 16.2 million, net of expenses incurred. The Company recorded a loss on sale of $ 2.1 million, which was the difference between the fair value of the derivative assets and the net proceeds received. The loss on sale of intangible asset was recorded in non-operating (expense) income on the consolidated statement of operations. Locked Pyth tokens are considered the right to receive crypto tokens. The remaining 250 million locked Pyth tokens as of December 31, 2025 are expected to be unlocked at a rate of 125 million tokens on each of the next two unlock anniversary dates of May 20, 2026 and 2027. The Company received an additional 1.0 million locked reward Pyth tokens, which will be unlocked at various times during 2026 through 2028. When BSX becomes entitled to the right to receive crypto tokens, it assesses if such right includes an embedded feature that meets the definition of a derivative requiring separate accounting treatment. At each reporting date, BSX reevaluates its conclusion on whether there is an embedded derivative based on current facts and circumstances. During the second quarter of 2024, an active market emerged for Pyth tokens, the crypto tokens in which BSX has outstanding rights to receive in exchange for its previous services to certain customers. Prior to the existence of an active market, BSX concluded that the right to receive crypto tokens did not meet the definition of a derivative as there was no market mechanism to net settle the contract so therefore it was not separately accounted for as an embedded derivative. Once an active market was established in the second quarter of 2024, BSX determined that the right to receive crypto tokens included an embedded derivative to be separately accounted for in accordance with Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. The embedded derivatives are recognized at fair value at each reporting date and recorded in derivative assets (current and noncurrent) in the consolidated balance sheets. Changes in the fair value of the embedded derivatives are reported in unrealized gain (loss) on derivative assets in the consolidated statements of operations. As of December 31, 2025 and 2024, the Company recognized the fair value of derivative assets on the consolidated balance sheet amounting to $ 11.1 million and $ 83.8 million. The corresponding change is fair value during the years ended December 31, 2025 and 2024 resulted in an loss of $ 54.9 million and a gain of $ 83.8 million, respectively and was recorded within non-operating (expense) income on the consolidated statement of operations. The derivative assets are classified as current or noncurrent in the consolidated balance sheet based on the timing when tranches of Pyth tokens are expected to unlock. 141 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13. EMPLOYEE BENEFIT PLAN The Company maintains a voluntary defined contribution 401(k) plan in which employees may contribute up to 100 % of their salary and bonus, subject to statutory maximum contribution amounts. The Company matches 50 % of the first 6 % of employee contributions. The expense relating to the matching contribution was $ 1.7 million, $ 1.9 million and $ 1.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. Dorman Trading maintained a Safe Harbor 401(k) plan for qualified employees, wherein Dorman Trading matches up to 3 % of qualified employee contributions up to a defined maximum, and makes further discretionary contributions to the plan, subject to certain limitations as set forth in the plan agreement. Dorman’s plan was merged with the Company’s 401(k) plan effective January 1, 2024. Employer contributions made to the plan was $ 0.1 million for the year ended December 31, 2023. 14. CLEARING HOUSE PERFORMANCE BONDS AND GUARANTEE FUNDS Clearing members involved in clearing commodity futures and options are required to provide margin and security deposits with the clearing house as performance bonds and guarantee funds in order to meet their financial obligations and as protection against potential losses or default. MIAX Futures policy allows clearing members to deposit cash or U.S. Treasury Bills in order to satisfy the required margin and security deposits. As of December 31, 2025 and December 31, 2024, the Company had performance bonds and guarantee funds totaling $ 305.7 million and $ 413.2 million respectively, as summarized below (in thousands): December 31, 2025 Cash U.S. Treasury Bills (1) Total Margin deposits $ 22,073 $ 226,684 $ 248,757 Security deposits 48,005 8,984 56,989 Total performance bonds and guarantee funds $ 70,078 $ 235,668 $ 305,746 December 31, 2024 Cash U.S. Treasury Bills (1) Total Margin deposits $ 38,594 $ 315,148 $ 353,742 Security deposits 49,150 10,266 59,416 Total performance bonds and guarantee funds $ 87,744 $ 325,414 $ 413,158 __________________ (1) The U.S. Treasury Bills are not reflected in the consolidated balance sheets, as MIAX Futures does not take economic ownership of these securities MIAX Futures is required, under the Commodity Exchange Act, to segregate cash and securities deposited by clearing members on behalf of their customers. Exchange rules require a segregation of all funds deposited by clearing members from operating funds. The amount of cash and securities deposited may fluctuate significantly over time due to the quantity of open MIAX Futures positions, margin and security requirements, investment choices by clearing members, and market valuations of securities. Cash deposited as performance bonds and guarantee funds is included on the consolidated balance sheets because the cash is deposited in MIAX Futures controlled bank accounts. Effective October 1, 2023, MIAX Futures at its discretion, may distribute interest earned on the cash balances that are posted for margin and security deposits. For the year ended December 31, 2025, MIAX Futures distributed interest amounting to $ 1.2 million, which is reflected within other cost of revenues in the consolidated statement of operations. For the year December 31, 2024, MIAX Futures distributed interest amounting to $ 1.7 million. U.S. Treasury Bills deposited by the clearing members are not reflected on the consolidated balance sheets as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge, and MIAX Futures does not earn interest on these. These U.S. Treasury Bills are held at a nominee account in MIAX Futures’ name for the benefit of the clearing members and are immediately accessible by MIAX Futures in the event of a default. 142 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 15. FAIR VALUE MEASUREMENT Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2025 Total Level 1 Level 2 Level 3 Assets: Equity securities owned (1) $ 16,942 $ 16,942 $ — $ — Derivative assets (current and non-current portion) 11,131 — 11,131 — Total assets $ 28,073 $ 16,942 $ 11,131 $ — December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Equity securities owned (1) $ 10,218 $ 10,218 $ — $ — Derivative assets (current and non-current portion) 83,840 — 83,840 — Total assets $ 94,058 $ 10,218 $ 83,840 $ — Liabilities: Puttable common stock from exercise of warrants, net of current portion $ 78,424 $ — $ — $ 78,424 Puttable warrants issued with debt 64,188 — — 64,188 Total liabilities $ 142,612 $ — $ — $ — $ 142,612 __________________ (1) These amounts are reflected within other current assets in the consolidated balance sheets. During the year ended December 31, 2025, the Company purchased shares of a publicly listed company for $ 5.0 million. Equity securities that trade in active markets and are valued using quoted market prices with reasonable levels of price transparency are classified within Level 1 of the fair value hierarchy. As disclosed in Note 12, during 2023, BSX received 500 million Pyth tokens, of which 125 million were unlocked in May 2024 and another 125 million were unlocked in May 2025. As of December 31, 2025 and 2024 , 250 million tokens and 375 million tokens remained locked, respectively. The entire locked Pyth tokens were accounted for as an embedded derivative recognized at fair value at December 31, 2025 and 2024 . In estimating the fair value of the right to receive Pyth tokens which are classified under Level 2, the Company applied a discount for lack of marketability using option pricing models utilizing observable inputs which include comparable tokens and their volatility. With respect to the puttable common stock and puttable warrants issued with debt, prior to the IPO, the Company engaged a third party to assist the Company in determining the fair value of the Company’s common stock. The fair value of the common stock was determined based upon a variety of factors including two weighted scenarios. The first scenario utilized an IPO exit through a probability-weighted expected return method, while the second scenario utilized a non-IPO exit through a discounted cash flow and guideline public company methodologies. These methods included assumptions over the Company’s historical and projected revenue and earnings, the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, the valuation of comparable companies and other general economic factors including economic growth, inflation, interest rate environment and discount rates. Prior to the termination of the put right associated with the puttable warrants issued with debt upon IPO, t he Company also used a Black-Scholes model to determine the value of the warrants where the fair value of the Company's common stock was used as an input into the valuation. 143 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS At December 31, 2024, the key inputs into the Black-Scholes model to value the puttable warrants issued with debt were as follows: Common stock price $ 22.34 Risk- free interest rate 4.50 % Expected term (years) 7.64 Expected volatility 24.81 % Dividend yield 0.00 % Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature. Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The Company invests in securities without readily determinable fair values in which the carrying value was $ 19.2 million and $ 31.0 million as of December 31, 2025 and 2024, respectively. Other than the $ 8.6 million gain recognized by the Company upon acquiring the remaining interest in TISEG in June 2025, which reflected the observable change in the fair value of the Company’s previously held investment, t here were no impairments or adjustments to the carrying amounts of investments without readily determinable fair values during the year ended December 31, 2025. See Note 6 - Investments for details. The Company adjusted the carrying value of one of the investments without readily determinable fair values based upon an observable price change and recognized an unrealized loss of $ 2.0 million during the year ended December 31, 2024. The Company’s long-lived assets, including fixed assets, goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. Fair value of these assets is estimated using primarily unobservable inputs. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment. The Company performed its annual impairment test of goodwill and indefinite-lived intangible assets as of October 1, 2025 and 2024. The Company applied either a qualitative or quantitative approach when assessing goodwill and indefinite-lived intangible assets for impairment. For the annual impairment test at October 1, 2024, when the quantitative approach was used, the fair value of a reporting unit was determined utilizing a combination of an income approach (i.e. discounted cash flow) and a market approach, and was compared to its carrying value. Internal operational budgets and long-range strategic plans were used as a basis for the discounted cash flow analysis. The Company also utilized assumptions for working capital, capital expenditures, and terminal growth rates. For the year ended December 31, 2024 , the discount rate of 22 % applied to the cash flow analysis was based on the estimated market weighted average cost of capital for the reporting units subjected to quantitative evaluation. When a qualitative impairment assessment for goodwill and indefinite-lived intangible assets was performed at October 1, 2025 and 2024, the Company considered relevant events and circumstances, including macroeconomic conditions, industry and market trends, overall financial performance, changes in key assumptions, and other entity-specific factors. Based on this qualitative assessment, the Company concluded that it was not more likely than not that the fair value of any reporting unit or indefinite-lived intangible asset was less than its carrying amount. Accordingly, no quantitative impairment testing was performed and no impairment charges were recorded in 2025 and 2024. The Company’s indefinite-lived intangible assets consist of exchange licenses. During periods in which a quantitative assessment was performed, the fair value of these assets was determined using either an income approach, which estimated and discounted future net cash flows to present value, or a market approach, as appropriate. During the quantitative impairment test performed in 2024 where an income approach was used, a discount rate of 26 % was applied based on the estimated market cost of capital adjusted for the specific risk associated with the asset relative to other elements of the business. 144 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value of Assets and Liabilities The Company's debt obligations are comprised of fixed rate senior secured term loans, notes payable and convertible loans which are presented at carrying value on the Company's consolidated balance sheets. The 2029 Senior Secured Term Loan and notes payable were classified as Level 2 under the fair value hierarchy, and the fair value of the loans was determined by utilizing a discounted cash flow analysis. The discount rate was determined based on the implied cost of debt. In August 2025, the Company paid the entire outstanding principal of the 2029 Senior Secured Term Loan. See Note 11 - Debt Obligations. The convertible loans were classified as Level 3 under the fair value hierarchy. The fair value of the convertible loans with $ 16 per share conversion was determined by utilizing the greater of conversion value or a discounted cash flow analysis as well as a Black-Scholes valuation model to measure the fair value attributable to the conversion feature. A t December 31, 2024, the Company utilized a Black-Scholes valuation model to determine the fair value of the convertible loans which represents their conversion value. The key valuation inputs into the Black-Scholes model to value the conversion feature of the Company’s convertible debt at December 31, 2024 were as follows: Common stock price $ 22.34 Risk-free interest rate 4.17 % Expected term (years) 0.93 Expected volatility 17.00 % Dividend yield 0.00 % The carrying values and fair values of the Company’s debt obligations for 2025 and 2024 were as follows (in thousands, except per share amounts): December 31, 2025 2024 Carrying Value Fair Value Carrying Value Fair Value 2029 Senior Secured Term Loan (1) $ — $ — $ 30,770 $ 42,108 Notes payable 1,508 1,426 1,498 1,334 Convertible loans (promissory notes convertible at $ 16 per share) — — 4,767 6,981 $ 1,508 $ 1,426 $ 37,035 $ 50,423 __________________ (1) The principal amount of the 2029 Senior Secured Term Loan was $ 0 and $ 100.0 million as of December 31, 2025 and 2024, respectively. See Note 11 - Debt Obligations for details. 145 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Information on Level 3 Financial Liabilities The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities during the years ended December 31, 2025, 2024 and 2023 (in thousands): Puttable Common Stock from Exercise of Warrants Puttable Warrants Issued with Debt Balance as of December 31, 2022 $ 227,778 $ — Reclassification of current portion of put liability ( 11,355 ) — Termination of put liability ( 137,263 ) — Fair value adjustments 26 — Balance as of December 31, 2023 79,186 — Reclassification of current portion of put liability ( 11,356 ) — Issuance of puttable warrants — 59,526 Fair value adjustments 10,594 4,662 Balance as of December 31, 2024 78,424 64,188 Termination of put liability ( 16,210 ) — Fair value adjustments 2,229 1,172 Conversion upon IPO ( 64,443 ) ( 65,360 ) Balance as of December 31, 2025 $ — $ — 16. COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company from time to time enters into long term non-cancelable agreements with consultants and vendors to provide certain services. As of December 31, 2025, the outstanding commitment was $ 13.5 million, of which $ 2.8 million in 2026, $ 2.1 million in 2027, $ 1.9 million is payable in 2028, $ 1.8 million in 2029, $ 1.6 million is payable in 2030 and $ 3.3 million is payable in 2031 and beyond. MIAX Futures Guaranty Fund In the event of default by a clearing member, MIAX Futures would first apply assets of the defaulting clearing member to satisfy its payment obligation. These assets include the defaulting member’s security deposits, margins, performance bonds, guarantees and any other available assets. Thereafter, if a loss remains, MIAX Futures would use funds designated from the applicable tranche of the guaranty fund, in the order of priority listed by rules, with each source of funds to be completely exhausted, to the extent practical, before the next source is applied. MIAX Futures maintains one guaranty fund with two separate tranches that reflect relative contributions from different product classes to the guaranty fund. Following a default, MIAX Futures would attempt to isolate the loss to the relevant tranche of the default waterfall before applying any funds from the other tranche. The order of funds utilized would be: excess funds of the defaulting clearing member, security deposits of the defaulting clearing member; margins and performance bonds of the defaulting clearing member and payments of any guarantor; the MIAX Futures clearing house reserve funds dedicated to the relevant tranche(s); security deposits of non-defaulting clearing members in the relevant tranche; and in certain instances, then surplus funds of MIAX Futures. In the event a loss still remained, MIAX Futures would use any clearing house reserve funds from the other tranche that had not been applied before utilizing security deposits of non-defaulting clearing members from the other tranche. MIAX Futures and LedgerX are both a DCM and a DCO that operate under the regulatory oversight of the CFTC. As such, MIAX Futures and LedgerX are required to maintain financial resources to cover its projected operating costs for a period of at least one year. The financial resources must include unencumbered, liquid financial assets which may include a committed line of credit or similar facility equal to at least six months of its projected operating costs. At December 31, 2025, both MIAX Futures and LedgerX were in compliance with all DCM and DCO financial requirements. 146 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Full Collateralization of LedgerX Contracts LedgerX is a fully electronic vertically integrated DCM, DCO and SEF, with regulatory approval from the CFTC to list and clear fully collateralized futures, options on futures, and swaps. Fully collateralized positions are those wherein the DCO holds, at all times, funds or commodities (such as Bitcoin or Ethereum) in the form of the required payment sufficient to cover the maximum possible obligation or loss that a party or a counterparty could incur upon liquidation or expiration of the contract. As of July 24, 2024, LedgerX has delisted all of its physically settled products on its DCM and SEF, and does not clear any physically settled crypto products on its DCO. Moreover, LedgerX intends to no longer offer trading or clearing services for any physically settled crypto products. LedgerX Customer Digital Assets As part of its transition to cash-settled products, LedgerX discontinued the listing of physically-settled cryptocurrency derivatives during 2024 and ceased accepting digital assets as collateral during 2025. As of December 31, 2025, LedgerX no longer provides custody of any digital assets on behalf of its customers. Prior to the discontinuance of the custodial activities, LedgerX was committed to safeguarding all participant digital assets and, as a result, could have been liable to its customers for losses arising from theft or loss of private keys. LedgerX did not incur any such losses during the years ended December 31, 2025 and 2024. Accordingly, no liability was accrued within the consolidated balance sheet as of December 31, 2025 and 2024. As of December 31, 2025 and 2024, the fair value of the digital assets maintained by LedgerX for the benefit of its customers was $ 0 million and $ 9.3 million, respectively. These digital assets were not recorded in the consolidated balance sheets as of December 31, 2025 and 2024. Derivative Contracts Certain derivative contracts that the Company has entered into meet the accounting definition of a guarantee under ASC 460. Derivatives that meet the ASC 460 definition of guarantees include futures contracts and written options. The maximum potential payout for these derivative contracts cannot be estimated as increases in interest rates, foreign exchange rates, securities prices, commodities prices and indices in the future could possibly be unlimited. The Company records all derivative contracts at fair value. For this reason, the Company does not monitor its risk exposure to derivatives contracts based on derivative notional amounts; rather the Company manages its risk exposure on a fair value basis. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The Company believes that market risk is substantially diminished when all financial instruments are aggregated. Dorman Trading Member Guarantees Dorman Trading is a member of various exchanges that trade and clear futures contracts. Dorman Trading may be required to pay a proportionate share of the financial obligations of another member who may default on its obligation to the exchange in accordance with the rules of the applicable exchange of which Dorman Trading is a member. Although the rules governing different exchange memberships vary, in general Dorman Trading’s guarantee obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the exchange. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the financial statements for these agreements. The Company believes that any potential requirement to make payments under these agreements is remote. Dorman Trading Minimum Capital Requirements The Company’s subsidiary, Dorman Trading, as a futures commission merchant is subject to Commodity Futures Trading Commission minimum capital requirements (Regulation 1.17). Dorman Trading is required to maintain "net capital" equivalent to the greater of $1,000,000 or the sum of 8% of the customer risk maintenance margin requirement 147 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS plus 8% of the non-customer risk maintenance margin requirement, as these terms are defined. In addition, Dorman Trading is subject to the minimum capital requirements of the exchanges on which Dorman Trading does business. At December 31, 2025 and 2024, Dorman Trading had adjusted net capital of $ 27.7 million and $ 28.5 million, respectively. Under Regulation 1.17, the net capital requirement at December 31, 2025 and 2024 was $ 4.5 million and $ 4.8 million, respectively. Additionally, as of December 31, 2025 and 2024, Dorman Trading was in compliance with the minimum capital requirements of the exchanges in which Dorman Trading operates. The net capital rule may effectively restrict member withdrawals and the repayment of subordinated loans. Claims and Litigation Nasdaq On September 1, 2017, Nasdaq, Inc. (“Nasdaq”), filed an action against the Company in the U.S. District Court for the District of New Jersey (the “Court”) alleging patent infringement and trade secret misappropriation relating to Nasdaq’s electronic trading technology and platforms. The Company subsequently filed six petitions before the Patent Trial and Appeal Board (“PTAB”) at the United States Patent and Trademark Office (“USPTO”) seeking a determination that the subject patent was invalid under the current law. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. All claims asserted by Nasdaq against the Company under the six patents at issue were invalidated by the PTAB in 2019 (the “PTAB Final Written Decisions”). Nasdaq’s request for review of the PTAB Final Written Decisions was denied. On August 31, 2021, the Company filed an Answer and Counterclaims in the NJ District Court (the “Company’s Answer”). The Company’s Answer included denials of the allegations made by Nasdaq in the Complaint and Counterclaims by the Company including monopolization antitrust claims, patent misuse, sham litigation, and fraud on the USPTO by Nasdaq. The Company is seeking attorneys’ fees and costs and such other relief as the Court may find to be just and proper. On June 21, 2022, Nasdaq waived its right to appeal the PTAB’s Final Written Decisions and the stay in the Court matter was lifted as all of the PTAB proceedings were concluded with each of the Nasdaq patent claims at issue invalidated. The Company filed an Amended Answer and Counterclaims on August 5, 2022. The Amended Counterclaims added claims of fraud on the patent office and Lanham Act violations. On July 25, 2023, the Court denied a motion by the Company to dismiss Nasdaq’s trade secret claims and also denied a motion by Nasdaq to dismiss the Company’s counterclaims. The Court granted Nasdaq’s motion to stay and bifurcate the Company’s counterclaims. The parties each filed motions for summary judgment and motions to exclude certain experts which were denied by the Court on September 29, 2025. The Court, granted Nasdaq’s motion to bifurcate MIAX’s equitable defenses of laches and unclean hands. Subsequently, the Court informed the parties that they should re-initiate discovery on the Company’s counterclaims against Nasdaq. The Court further informed the parties that it intends to preside over one trial with two phases, the first being the trade secret claims, followed by the second phase in which the Company would present its counterclaims against Nasdaq. Discovery on MIAX’s Counterclaims opened on November 14, 2025 and is set to close by the end of April 2026 absent an extension. The Company intends to continue defending its interest in this matter vigorously. General As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO, Swaps Execution Facility and DCM under the jurisdiction of the CFTC, and as a registered exchange under the jurisdictions of the Bermuda Monetary Authority (“BMA”) and GFSC, each of the MIAX Exchanges, MIAX Futures, BSX and TISE are subject to routine reviews and inspections by the SEC, CFTC, BMA and GFSC, respectively and as applicable. Dorman Trading, as a registered Futures Commission Merchant (“FCM”), is regulated by the CFTC and is subject to routine reviews and inspections by the CFTC and National Futures Association (“NFA”). Management does not believe that the outcome of any of these reviews or inspections will have a material impact on the consolidated financial position, results of operations or cash flows of the Company. In the normal course of its business, the Company is exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company. 148 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 17. EQUITY Common Stock In August 2025, the Company completed its IPO, in which the Company issued and sold 17,250,000 shares of its voting common stock, including 2,250,000 shares issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $ 23.00 per share. The IPO resulted in net proceeds to the Company of $ 369.0 million after deducting the underwriting discounts and commissions and before deducting offering costs of $ 9.6 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. In connection with the IPO, all issued and outstanding shares of the Company’s nonvoting common stock and Series B convertible preferred stock were converted into an aggregate of 3,706,117 and 946,959 shares, respectively, of the Company’s voting common stock on a one -to-one basis. In December 2025, the Company completed a secondary public offering of 7,762,500 shares of its common stock, which included 1,012,500 shares sold pursuant to the underwriters’ exercise in full of its option to purchase additional shares, at a price to the public of $ 41.00 per share (the “Secondary Offering”). The Secondary Offering consisted entirely of secondary shares including shares issued upon the exercise of warrants sold by certain selling stockholders of the Company. The Company did not sell any shares of common stock and did not receive any proceeds in connection with the Secondary Offering. At December 31, 2025 and 2024, the Company was authorized to issue up to 400,000,000 shares of voting common stock, $ 0.001 par value per share, 200,000,000 shares of non-voting common stock, $ 0.001 par value per share. As of December 31, 2025, 85,890,086 and 85,536,287 shares of common stock were issued and outstanding, respectively. As of December 31, 2024, 67,746,555 and 67,708,086 shares of common stock were issued and outstanding (including 4,527,075 shares of puttable common stock), respectively. The Company’s amended and restated certificate of incorporation contains certain voting and ownership limitations and transfer restrictions that will remain in place for as long as the Company controls a registered U.S. national securities exchange. Specifically, the Company’s amended and restated certificate of incorporation prohibits (i) any person from owning greater than 40 % of any class of the Company’s capital stock, (ii) exchange members from owning greater than 20 % of any class of the Company’s capital stock and (iii) all persons from voting shares representing more than 20 % of the voting power of the Company’s then issued and outstanding capital stock either alone or together with any related persons, in each case subject to certain conditions and exceptions, including the waiver by the board of directors (except with respect to exchange members). Each share of nonvoting common stock is convertible into one share of common stock at the option of the holder. Each share of common stock and nonvoting common stock is entitled to receive dividends subject to the rights of the preferred stock. A decision to pay dividends on common stock will be at the discretion of the Company’s board of directors. In February 2024, the Company issued 275,610 shares of common stock with 27,561 warrants to purchase shares of common stock for total proceeds of $ 5.7 million in a private placement transaction. The warrants to purchase shares of common stock have an exercise price equal to $ 20.50 per share and expiration date of three years from the date of issuance. As of December 31, 2025 and 2024, 36,256,212 and 35,201,810 shares of common stock, respectively, were reserved for issuance in connection with warrants, convertible loans, share-based incentive plans and common stock to be granted to third parties. Preferred Stock The Company is authorized to issue up to 25,000,000 shares of preferred stock $ 0.001 par value per share in one or more series, as may be designated by the board of directors. Prior to the IPO, 10,000,000 shares of the preferred stock had been designated as Series B convertible preferred stock. Each share of Series B convertible preferred stock is convertible into a share of common stock on a one -to-one basis at the option of the holder upon the occurrence of the following events: once the Company becomes a public company, upon a merger or consolidation with or into another legal entity, or upon the sale of all or substantially all of the Company’s assets in which the common stockholders participate. The preferred stock has no voting rights, except with respect to certain transactions for which the preferred stockholders are entitled to vote separately as a class. The Series B convertible preferred stockholders participate as to dividends on the same basis as the common stockholders. 149 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2025, prior to the IPO, the Company received proceeds of $ 0.8 million through the exercise of 66,666 options to purchase shares of Series B convertible preferred stock and issued 98,434 shares of Series B convertible preferred stock pursuant to cashless exercises of 207,500 options to purchase shares of Series B convertible preferred stock. During the year ended December 31, 2024, the Company issued 35,000 shares of Series B convertible preferred stock upon exercise of outstanding options consisting of 25,000 shares of Series B convertible preferred stock for aggregate cash proceeds of $ 0.3 million and 10,000 shares of Series B convertible preferred stock pursuant to cashless exercises of 25,000 options to purchase shares of Series B convertible preferred stock. During the year ended December 31, 2023, the Company issued 8,157 shares of Series B convertible preferred stock pursuant to cashless exercises of 20,500 options to purchase shares of Series B convertible preferred stock. Upon conversion of the Company’s outstanding Series B convertible preferred stock into 946,959 shares of voting common stock in connection with the IPO, such outstanding shares of Series B convertible preferred stock were retired and cancelled and may not be reissued by the Company. As a result, the authorized shares of Series B convertible preferred stock decreased to 9,053,041 . At December 31, 2025 and 2024, there were 0 and 781,859 outstanding shares of Series B convertible preferred stock, respectively. As of December 31, 2025 and 2024, 0 and 950,416 shares of Series B convertible preferred stock, respectively, were reserved for issuance in connection with share-based incentive plans. In 2010, all outstanding Series A preferred shares were converted into common stock. As part of this conversion, the holders converting Series A preferred shares received contingent promissory notes totaling $ 15.0 million, which remain outstanding as of December 31, 2025. These contingent promissory notes are only payable, without interest, upon a deemed liquidation event which includes a merger or sale of the Company, therefore expense will only be recognized at such time. As of December 31, 2025, there are no outstanding preferred shares with liquidation preferences. Treasury Stock The Company has generally withheld shares of its common stock to cover employees' portion of required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the fair value of the common stock on the date of issuance or vesting and reflected as a reduction to the Company’s stockholders’ equity and included in treasury stock, at cost in the consolidated balance sheets. The weighted average cost per share held in treasury was $ 23.27 and $ 20.14 as of December 31, 2025 and 2024, respectively. Warrants The Company issued warrants to purchase shares of common stock primarily in connection with equity rights programs (see Equity Rights Program below), stock issuances, certain debt issuances, and consulting agreements. There were outstanding warrants to acquire 14,215,311 and 14,615,703 shares of common stock outstanding at December 31, 2025 and 2024, respectively. The outstanding warrants at December 31, 2025 and 2024 include 512,783 and 2,740,068 warrants, respectively, issued to the Company's Equity Rights Program (“ERP”) participants. The warrants vest over time or upon the achievement of performance criteria with respect to certain warrants issued in connection with certain service providers and generally expire at various times through 2032. As of December 31, 2025 and 2024, 1,350,000 and 1,808,333 warrants, respectively were unvested. The fair value of each warrant grant was derived using the Black-Scholes option pricing model. For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 1.2 million, $ 2.0 million and $ 0.8 million, respectively, of share-based compensation expense related to warrants issued in connection with consulting agreements. Effective as of June 30, 2025, the Company entered into an exchange agreement with one of its ERP participants pursuant to which the ERP participant surrendered and the Company canceled and retired 5,887,286 shares of its voting common stock and 331,218 shares of its nonvoting common stock in exchange for a pre-funded warrant to purchase up to 6,218,504 shares of the Company’s voting common stock, which has a perpetual term, an exercise price equal to $ 0.002 per share and a cashless exercise feature. If the Company pays any dividends or otherwise makes any pro rata distributions to its stockholders, the holder of the pre-funded warrant is also entitled to receive its share of such dividends or distributions on an as-exercised basis based on the number of shares of the Company’s common stock then issuable 150 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS pursuant to the pre-funded warrant. In August 2025, the ERP participant exchanged an additional 575,071 shares of the Company’s voting common stock it purchased from an ERP II participant (then shares of puttable common stock prior to the purchase) for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock with the same terms as the initial pre-funded warrant above (see Equity Rights Program below). On August 21, 2024, in connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders 3,795,564 warrants to purchase shares of the Company’s common stock. The warrants to purchase shares of common stock have an exercise price equal to $ 7.15 per share and $ 8.55 per share for the 2,277,338 and 1,518,226 warrants, respectively, and an expiration date of August 21, 2032. As disclosed in Note 11 - Debt Obligations, prior to the IPO, these warrants had been accounted for as a liability given the put right associated with the financial instruments. Upon completion of the IPO, in accordance with the terms of the 2029 Senior Secured Term Loan, such put right was terminated. The Company remeasured the puttable warrants at fair value for $ 65.4 million and reclassified into additional paid-in capital in the consolidated balance sheet as of December 31, 2025. In December 2025, in connection with the Secondary Offering, the lenders under the 2029 Senior Secured Term Loan exercised an aggregate of 3,690,079 warrants on a cashless basis, resulting in the issuance of 3,065,826 shares of the Company’s common stock. During the year ended December 31, 2025, the Company raised proceeds of $ 5.7 million through the exercise of 1,285,530 of previously issued warrants to purchase common stock and issued 1,361,289 shares of voting common stock pursuant to cashless exercise of 2,007,310 warrants (excluding the warrants exercised by the lenders under the 2029 Senior Secured Term Loan). During the year ended December 31, 2024, the Company issued an aggregate of 1,795,955 shares of common stock for warrants exercised. The Company raised proceeds of $ 1.6 million through the exercise of 429,989 of previously issued warrants to purchase common stock and issued 1,365,966 shares of voting common stock pursuant to cashless exercise of 2,117,179 warrants. During the year ended December 31, 2023, the Company issued an aggregate of 71,000 shares of voting common stock for warrants exercised for cash proceeds of $ 0.9 million. There were no cashless exercise of warrants during the year ended December 31, 2023. 151 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes information about warrant activities for the years ended December 31, 2025, 2024 and 2023: Common Stock Warrants Number of Warrants Weighted Average Exercise Price Outstanding at December 31, 2022 15,924,483 $ 9.98 Granted 1,233,284 $ 20.74 Exercised ( 71,000 ) $ 12.36 Forfeited ( 1,119,703 ) $ 5.50 Expired ( 657,505 ) $ 14.42 Outstanding at December 31, 2023 15,309,559 $ 11.26 Granted 4,085,625 $ 8.59 Exercised ( 2,547,168 ) $ 6.82 Forfeited ( 1,806,063 ) $ 5.50 Expired ( 426,250 ) $ 14.48 Outstanding at December 31, 2024 14,615,703 $ 11.91 Granted 6,793,575 $ 0.002 Exercised ( 6,982,919 ) $ 8.13 Forfeited ( 100,000 ) $ 14.00 Expired ( 111,048 ) $ 15.26 Outstanding at December 31, 2025 14,215,311 $ 8.03 Additional information regarding warrants outstanding as of December 31, 2025 and 2024 is as follows: Warrants to Purchase Common Stock Weighted Average Exercise Price Expiration Date Number of Warrants Outstanding Pre-funded warrant $ 0.002 Perpetual 6,793,575 Issued with debt $ 15.23 Jul 2026 - Aug 2032 312,893 Issued to employees, directors and service providers $ 18.16 Jan 2026 - Mar 2030 2,620,000 Issued with common stock $ 15.34 Apr 2026 - Dec 2027 1,613,781 Purchase of warrants $ 14.50 Oct 2026 2,362,279 Issued to strategic investors under ERPs $ 5.50 Aug 2027 512,783 Outstanding at December 31, 2025 14,215,311 Warrants to Purchase Common Stock Weighted Average Exercise Price Expiration Date Number of Warrants Outstanding Issued with debt $ 8.34 Jan 2025 - Aug 2032 4,020,471 Issued to employees, directors and service providers $ 18.06 Jun 2025 - Mar 2030 3,862,703 Issued with common stock $ 15.34 Apr 2026 - Dec 2027 1,613,778 Purchase of warrants $ 14.50 Oct 2025 - Dec 2025 2,378,683 Issued to strategic investors under ERPs $ 4.20 Apr 2025 - Sep 2027 2,740,068 Outstanding at December 31, 2024 14,615,703 152 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Equity Rights Program The Company launched its first ERP, ERP I, in September 2013 and subsequently introduced four additional ERPs between February 2015 and September 2020. Each ERP included a certain number of units allowing the Company’s customers to obtain common stock warrants in return for a prepaid fee, which was applied to future purchases by the customer of the Company’s services. The common stock warrants vested in tranches over designated time periods based on certain performance criteria, which generally required the customer to execute qualifying trades on the Company’s exchanges in an amount equal to a specified fixed percentage of the average daily volume of trades on the applicable exchange. The shares of common stock and warrants issued under ERP I and II were classified as liability instruments and the shares of common stock and warrants issued under ERP III, IV and V were classified as equity instruments on the Company’s consolidated balance sheets. The ERP awards were determined by the Company to be consideration payable to a customer and recorded as cost of revenue on the Company’s consolidated statements of operations, based on the grant date fair value of the awards. Warrants issued under ERP I and II vested over a certain period provided that ERP participants met the specific performance criteria, which required the participant to trade an agreed-upon number of options contracts, subject to certain exceptions, on MIAX Options Exchange on a daily basis over a specified number of months. All vested warrants under ERP I and II were exercised before their expiration on August 31, 2020 and January 31, 2022, respectively. Puttable common stock from exercise of ERP I and II warrants: The Company recorded the underlying puttable common stock issued upon exercise of the warrants as a liability. ERP I and II participants had put rights to require the Company to purchase a certain percentage of the shares held on the put vesting date in cash at a price per share equal to a fixed percentage of the fair market value of the Company’s common stock. Eligible participants could exercise the put rights during the 90 day period commencing on the initial put vesting date and each anniversary thereof (each, an annual “Put Period”). Put rights terminate upon the sale, transfer or other disposition of puttable common shares held by an ERP participant or the consummation of an initial public offering of the Company’s common stock where the offering proceeds, net of underwriting discounts and commissions, exceed $ 250 million. As a result of the termination of the put right associated with the puttable common stock from exercise of ERP I and II warrants upon completion of the Company’s IPO in August 2025, the outstanding puttable common stock was remeasured at fair value and reclassified into common stock at par value and additional paid-in capital in the consolidated balance sheet as of December 31, 2025. The fair value of the 2,801,862 shares of outstanding puttable common stock at the IPO date of $ 64.4 million was determined based on the offering price of $ 23.00 per share. The puttable common stock was carried at fair value on the consolidated balance sheet as of December 31, 2024. The fair value of the puttable common stock was determined based on the estimated fair value of the Company’s common stock. See Note 15 - Fair Value Measurement for details regarding the Company’s common stock valuation prior to the IPO. The puttable common stock had been remeasured at each reporting period until settlement or when the redemption feature was eliminated and the change in fair value was recorded as non-operating income (expense) within the consolidated statements of operations. The fair value of the puttable common stock, net of current portion from exercise of warrants outstanding was $ 78.4 million at December 31, 2024. The current portion of put obligation included in accounts payable and other liabilities in the consolidated balance sheet as of December 31, 2024 was $ 22.7 million. See Note 9 - Accounts Payable and Other Liabilities. In September 2023, the Company received a put notice (the “September 2023 Put Notice”) from an ERP II participant to redeem 2,231,645 shares of common stock it acquired pursuant to ERP II. In December 2023, the ERP II participant sold 506,432 shares to another ERP participant. As a result of this sale, such shares were no longer puttable to the Company and therefore, the fair value of the puttable common stock on the date of sale of $ 10.1 million was reclassified from non-current liabilities to additional paid-in capital in the consolidated balance sheet as of December 31, 2023. The net total number of shares subject to the September 2023 Put Notice was consequently reduced to 1,725,213 shares with an aggregate put price of $ 34.1 million with one-third of the put obligation of $ 11.4 million due and payable on January 17, 2024 (the put closing date), and the remaining two payments of $ 11.4 million each to be made on each of the two succeeding calendar year anniversaries of the put closing date. As permitted under the terms of ERP II, in January 2024, the Company elected to defer payment of the first installment of the put obligation of $ 11.4 million. In accordance with such election, two-thirds of 153 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the put price or $ 22.7 million was due on January 17, 2025, the first anniversary of the put closing date, with the remaining payment of $ 11.4 million due on January 17, 2027, the third anniversary of the put closing date. On February 21, 2025, after extending the payment date with respect to the two-thirds of the put price or $ 22.7 million from January 17, 2025, the ERP II participant sold the corresponding 1,150,142 shares subject to the September 2023 Put Notice to another ERP participant. In August 2025, the ERP II participant sold the remaining 575,071 shares under the September 2023 Put Notice with a put price of $ 11.4 million to the same entity. In connection with these sales, the put right associated with such shares was terminated and the related current put payable of $ 22.7 million (included in accounts payable and other liabilities) and noncurrent put payable of $ 11.4 million (included in puttable common stock, net of current portion) as of December 31, 2024 were extinguished. The Company then remeasured the fair values of the current put liability for $ 25.7 million and the noncurrent put liability for $ 13.2 million, measured at the respective put termination dates, and recorded the aggregate fair value in common stock at par value and additional paid-in capital in the consolidated balance sheet as of December 31, 2025. Immediately following the sale of the 575,071 shares of puttable common stock to another ERP participant, such ERP participant exchanged those shares with the Company for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock. In December 2023, the Company and certain participants of ERP I and ERP II holding an aggregate of 6,356,730 shares of puttable common stock entered into respective agreements to terminate the put right associated with the puttable common stock in exchange for certain consideration. As the Company’s obligation to purchase the puttable common stock was extinguished, such financial instrument is no longer considered a liability and was reclassified to stockholder's equity. The Company remeasured the put liability at fair value on the put termination date for $ 127.1 million and reclassified from puttable common stock, net of current portion to common stock at par value and additional paid-in capital in the consolidated balance sheet as of December 31, 2023. The Company paid cash consideration of $ 2.4 million or $ 0.80 per share of puttable common stock to terminate the put right associated with 2,985,110 shares of puttable common stock. To terminate the put right related to 3,371,620 shares of puttable common stock, the Company paid total consideration of $ 2.7 million, equal to $ 0.80 per share of puttable common stock, in the form of 131,576 shares of common stock valued at $ 20.50 per share. The aggregate consideration paid to extinguish the put right amounting to $ 5.1 million was recorded in loss on extinguishment of puttable common stock liability within non-operating (expense) income in the consolidated statement of operations. The terms of ERP III, IV and V are similar to ERP I and II, except the shares do not have any put rights and therefore the ERP III, IV and V awards are equity classified. Equity Rights Offering III (ERP III) - On June 30, 2017, the Company entered into a third equity rights offering where the basic terms were similar to the first two offerings with respect to warrant exercise periods, but did not contain a put right. The warrant vesting period ended on December 31, 2020 and no warrant expense was recognized thereafter. In June 2024, all 1,556,706 outstanding ERP III warrants were exercised prior to expiration on June 30, 2024, including the issuance of 987,821 shares of voting common stock pursuant to cashless exercise of 1,151,567 ERP III warrants. Equity Rights Offering IV (ERP IV) - On April 30, 2018, the Company entered into a fourth equity rights offering where the basic terms were similar to the first two offerings with respect to warrant exercise periods, but like ERP III did not contain a put right. The warrant vesting period ended on December 31, 2020 and no warrant expense was recognized thereafter. In April 2025, all 1,610,929 outstanding ERP IV warrants were exercised prior to expiration on April 30, 2025, including the issuance of 699,657 shares of voting common stock pursuant to cashless exercise of 813,161 ERP IV warrants. Equity Rights Offering V (ERP V) - On September 11, 2020, the Company closed a fifth equity rights offering where warrants vest provided that the participant met the specific performance criteria, which required the participants trade an agreed-upon number of equities contracts, subject to certain exceptions, on MIAX Pearl on a daily basis over a specified number of months. The warrants expire on the earliest to occur of (i) September 11, 2027, or (ii) the two-year anniversary of the Company’s IPO, or (iii) a merger or sale of the Company. The warrant vesting period ended on June 30, 2024 and no warrant expense was recognized thereafter. During the fourth quarter of 2025, 616,356 warrants were exercised, including the issuance of 153,162 shares of voting common stock pursuant to cashless exercise of 176,447 ERP V warrants. The Company recognized warrant expense of $ 0 , $ 2.0 million and $ 4.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, representing the fair market value associated with vested warrants. These expenses are included in cost of revenues in the consolidated statements of operations. 154 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The outstanding warrants for each ERP series as of December 31, 2025 and 2024 are as follows: December 31, 2025 2024 ERP IV — 1,610,929 ERP V 512,783 1,129,139 Total 512,783 2,740,068 18. SHARE-BASED COMPENSATION In accordance with the Company’s stock incentive plans, the Company may grant stock option awards to employees, consultants and non-employee members of the Company’s Board of Directors. The Company may grant restricted stock awards to employees, consultants and non-employee members of the Company’s Board of Directors. On May 16, 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) whereby the Company may grant up to 10,000,000 shares of the Company’s voting common stock. Commencing on the first day of each fiscal year beginning January 1, 2023 and ending January 1, 2032, the available shares under the 2022 Plan are to be increased by a number of shares of voting common stock of the Company equal to the lesser of (a) 5 % of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by a committee as defined in the 2022 Plan. As a result, effective January 1, 2026 and 2025, the available shares under the 2022 Plan were increased for a new total of 23,129,145 and 18,852,332 shares, respectively. In addition to the 2022 Plan, the Company has outstanding stock awards granted pursuant to the 2021 Stock Option and Incentive Plan for Employees and Consultants (“2021 Plan”) which was effective January 26, 2021, the 2013 Director Stock Incentive Plan and the 2013 Employee Stock Incentive Plan (together, the “2013 Plans”), which were both effective November 15, 2013 and the 2008 Director Stock Incentive Plan and the 2008 Employee and Consultant Stock Incentive Plan (“2008 Plans”). In 2022, the Company terminated the 2021 Plan and the 2013 Plans. The Company terminated the 2008 Plans in 2018. The number of shares issuable in accordance with the Company’s various Employee and Director Stock Incentive Plans at December 31, 2025 and 2024 were 23,617,996 and 24,682,754 shares, respectively. Stock Options Share-based compensation payments related to stock options are recognized in the consolidated financial statements based on the grant date fair value using the Black-Scholes option pricing model. Share-based compensation expense is recognized over the related service or vesting period, net of actual forfeitures. The following assumptions were used by the Company for determining the fair value of awards granted: December 31, 2025 2024 2023 Weighted-average expected term (years) 5.0 – 6.3 5.1 – 6.0 5.0 – 6.0 Volatility (range) 21.7 % – 27.2 % 26.3 % – 27.4 % 26.2 % – 27.6 % Risk-free interest rate (range) 3.5 % – 4.1 % 3.6 % – 4.5 % 3.6 % – 4.7 % Dividend yield 0.00 % 0.00 % 0.00 % Stock options are exercisable at prices that range from $ 12.00 to $ 48.94 per share. The options generally vest over a period of up to five years and expire after ten years . The weighted-average grant-date fair value of options granted during the years 2025, 2024 and 2023 was $ 7.86 , $ 6.98 and $ 6.70 , respectively. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 21.7 million, $ 6.6 million and $ 2.3 million, respectively. Share-based compensation expense is included in compensation and benefits expense in the consolidated statements of operations. Stock-based compensation expense related to stock options was $ 15.5 million, $ 12.3 million and $ 12.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, there were $ 23.6 million 155 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.06 years. Due to the full valuation allowance provided on its net deferred tax assets, the Company had not recorded any tax benefit attributable to stock-based awards for the years ended December 31, 2025, 2024 and 2023. The following table summarizes information about the stock option activity during the years ended December 31, 2025, 2024 and 2023 (aggregate intrinsic value, in thousands): Number of Options Weighted Average Exercise Price Weighted Average Remaining Life (in Years) Aggregate Intrinsic Value Outstanding at December 31, 2022 22,213,680 $ 13.42 5.01 $ 149,713 Granted 2,461,387 $ 20.04 Exercised ( 282,250 ) $ 12.06 Cancelled, expired or forfeited ( 3,223,853 ) $ 10.22 Outstanding at December 31, 2023 21,168,964 $ 14.68 5.42 $ 119,677 Exercisable at December 31, 2023 17,489,973 $ 13.60 4.73 $ 115,513 Granted 2,489,785 $ 20.07 Exercised ( 835,541 ) $ 12.23 Cancelled, expired or forfeited ( 1,618,300 ) $ 14.03 Outstanding at December 31, 2024 21,204,908 $ 15.47 5.36 $ 149,710 Exercisable at December 31, 2024 17,565,664 $ 14.43 4.64 $ 142,023 Granted 2,657,056 $ 22.80 Exercised ( 1,479,377 ) $ 13.17 Cancelled, expired or forfeited ( 344,673 ) $ 19.97 Outstanding at December 31, 2025 22,037,914 $ 16.43 5.10 $ 616,036 Exercisable at December 31, 2025 17,710,269 $ 15.16 4.18 $ 517,472 156 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additional information regarding stock options outstanding as of December 31, 2025 is as follows (aggregate intrinsic value, in thousands): Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Number of Exercisable Options Aggregate Intrinsic Value $ 12.00 8,184,256 2.16 $ 265,006 8,184,256 $ 265,006 $ 13.50 177,779 4.18 5,490 177,779 5,490 $ 14.00 758,559 4.35 23,045 758,559 23,045 $ 15.22 2,491,355 4.91 72,648 2,491,355 72,648 $ 15.50 154,998 5.30 4,476 154,998 4,476 $ 16.14 2,167,463 5.54 61,209 2,167,463 61,209 $ 16.34 54,497 3.27 1,528 54,497 1,528 $ 19.84 1,848,061 7.17 45,351 1,315,668 32,286 $ 20.00 319,558 8.18 7,791 216,460 5,277 $ 20.08 1,708,562 8.33 41,518 654,410 15,902 $ 20.60 22,075 7.97 525 22,075 525 $ 20.76 422,465 7.62 9,979 282,174 6,665 $ 21.32 21,148 8.74 488 21,148 488 $ 22.34 291,541 9.16 6,426 137,041 3,020 $ 22.40 2,227,461 9.45 48,960 — — $ 23.00 79,000 9.61 1,689 — — $ 24.70 94,999 6.75 1,870 94,999 1,870 $ 25.78 554,486 6.21 10,313 554,486 10,313 $ 25.98 287,401 6.40 5,288 287,401 5,288 $ 26.00 132,500 6.80 2,435 132,500 2,435 $ 44.07 3,000 9.90 1 3,000 1 $ 44.73 250 9.92 NA — NA $ 48.94 36,500 9.86 NA — NA 22,037,914 5.10 $ 616,036 17,710,269 $ 517,472 157 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Additional information regarding stock options outstanding as of December 31, 2024 is as follows (aggregate intrinsic value, in thousands): Stock Options Outstanding Stock Options Exercisable Exercise Price Number of Options Outstanding Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Number of Exercisable Options Aggregate Intrinsic Value $ 12.00 9,260,428 2.90 $ 95,753 9,260,428 $ 95,753 $ 13.50 200,000 5.17 1,768 200,000 1,768 $ 14.00 771,689 5.35 6,436 771,689 6,436 $ 15.22 2,854,875 5.97 20,327 2,854,875 20,327 $ 15.50 155,000 6.30 1,060 155,000 1,060 $ 16.14 2,186,742 6.54 13,558 2,186,742 13,558 $ 16.34 54,500 6.90 327 54,500 327 $ 19.84 1,881,761 8.24 4,706 795,706 1,989 $ 20.00 446,827 9.20 1,046 154,027 360 $ 20.08 1,744,256 9.44 3,943 50,000 113 $ 20.60 24,787 8.97 43 24,787 43 $ 20.76 456,477 8.62 721 168,839 267 $ 21.32 21,148 9.74 22 21,148 22 $ 24.70 94,994 7.75 NA 63,334 NA $ 25.78 581,519 7.21 NA 395,512 NA $ 25.98 287,410 7.42 NA 287,410 NA $ 26.00 182,495 7.80 NA 121,667 NA 21,204,908 5.36 $ 149,710 17,565,664 $ 142,023 Restricted Stock The Company grants restricted stock awards that vest upon the satisfaction of both time-based service and performance-based conditions. In certain cases, restricted stock is granted to certain employees that vest only upon the satisfaction of performance-based conditions such as the Company's consummation of a deemed liquidation event or an IPO. The total fair value as of the respective vesting dates of restricted stock that vested during 2025, 2024 and 2023 was $ 53.3 million, $ 30.8 million and $ 9.8 million, respectively, including the $ 46.8 million fair value of 2,035,000 restricted stock that vested upon IPO for the year ended December 31, 2025. Total compensation expense related to the shares granted was $ 38.2 million, 28.0 million and $ 12.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. Of the total restricted stock compensation expense for the year ended December 31, 2025, the Company recognized $ 11.9 million related to certain awards where the performance condition was met upon the completion of the IPO in August 2025 and $ 9.4 million related to certain awards that vest upon IPO and satisfaction of a subsequent time-based service condition. The compensation expense related to restricted stock is included in employee compensation and benefits on the consolidated statements of operations. Share-based compensation expense related to the restricted stock awards is measured at the grant date fair value of the Company's common stock. See Note 15 - Fair Value Measurement for details regarding the Company’s common stock valuation prior to the IPO. As of December 31, 2025, there was $ 9.1 million of unrecognized compensation cost. Of this amount, $ 7.7 million relates to awards for which the time-based vesting condition is not fully satisfied, the weighted average period of unrecognized share-based compensation cost is 0.55 year. Unrecognized share-based compensation of $ 1.4 million relates to awards for which the performance-based vesting condition had not yet been satisfied. 158 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes information about the unvested restricted stock activities during the years ended December 31, 2025, 2024 and 2023: Number of Shares Weighted-Average Grant Date Fair Value Outstanding at December 31, 2022 2,957,190 $ 16.94 Awarded 1,999,113 $ 20.40 Vested ( 443,552 ) $ 15.94 Cancelled or forfeited ( 375 ) $ 19.16 Outstanding at December 31, 2023 4,512,376 $ 17.42 Awarded 608,134 $ 20.10 Vested ( 1,476,930 ) $ 15.46 Cancelled or forfeited ( 166,917 ) $ 14.15 Outstanding at December 31, 2024 3,476,663 $ 18.85 Awarded 400,000 $ 22.40 Vested ( 2,292,372 ) $ 18.94 Cancelled or forfeited ( 4,209 ) $ 19.15 Outstanding at December 31, 2025 1,580,082 $ 18.73 In 2010 and 2011, in addition to grants issued under the Employee and Director Stock Incentive Plans, the Company also granted restricted stock awards to certain employees and non-employee service providers that, at the original grant or when subsequently modified, vest only upon the satisfaction of performance-based conditions such as the Company's consummation of a deemed liquidation event or an IPO. As of December 31, 2024, there were 714,310 unvested restricted shares related to these grants with weighted-average grant date fair value of $ 9.82 per share and $ 3.8 million of unrecognized compensation costs. For the year ended December 31, 2025, the Company recognized the entire $ 3.8 million of share-based compensation expense related to these awards as the restricted shares vested upon the completion of the IPO in August 2025. At vesting date, the total fair value of the restricted shares amounted to $ 16.4 million. 19. SEGMENT REPORTING The Company operates four reportable segments: Options, Equities, Futures, and International which is reflective of how the Company’s CODM reviews and operates. Options – The Options segment includes listed options on the stocks of individual corporations (“equity options”) and options on exchange-traded products (“ETPs”), such as exchange-traded funds (“ETFs”), which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from OPRA Plan, the licensing of proprietary options market data, index licensing, and access services. Equities – The Equities segment includes our business operations relating to listed U.S. equities and ETP transaction services that occur on MIAX Pearl. The Equities segment also includes applicable market data revenue generated from the CTA Plan, the UTP Plan, and the CQS Plan, as well as licensing of proprietary equities market data, routing services, and access services. Futures – The Futures segment includes transaction services provided by MIAX Futures, Dorman Trading and MIAXdx, which includes offerings for trading and clearing of futures products, the licensing of proprietary market data, as well as access services. International – The International segment, which represents the Company’s operations outside of U.S., includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds and private equity debt by TISE. Corporate and Other – Corporate and Other includes certain other business ventures, corporate costs and operations including intersegment elimination as such items are not used to evaluate the operating performance of the above segments. 159 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS An operating segment is generally defined as a component of business for which discreet financial information is available and whose results are reviewed by the CODM. Operating segments are aggregated into reportable segments if certain criteria are met. The Company’s CODM is its Chief Executive Officer who manages business operations, evaluates performance and allocates resources based on the segments net revenues and operating income. Revenue and cost of revenue is recorded specifically in the segment in which they are earned or to which they relate. The Company directly allocates expenses to the operating segments when reasonably possible to do so. Beginning in the third quarter of 2025, Management concluded that non-operating (expenses) income and income (loss) before tax provision at the segment-level are provided to the CODM on a recurring basis. However, the CODM does not consider non-operating (expense) income when evaluating performance of or allocating resources to the operating segment. The following table presents certain selected financial information for the Company’s reportable operating segments and Corporate and Other (in thousands): Year Ended December 31, 2025 Options Equities Futures International Corporate and Other Consolidated Revenues $ 1,107,019 $ 153,346 $ 87,869 $ 14,689 $ 1,150 $ 1,364,073 Less: Cost of revenue 731,628 134,596 67,399 — ( 80 ) 933,543 Revenues less cost of revenue $ 375,391 $ 18,750 $ 20,470 $ 14,689 $ 1,230 $ 430,530 Operating expenses Compensation and benefits 80,950 14,194 52,022 8,352 32,795 188,313 Information technology and communication costs 15,161 6,943 9,890 2,381 992 35,367 Depreciation and amortization 14,620 5,639 5,169 1,500 2,451 29,379 Professional fees and outside services 15,733 1,708 2,380 1,321 21,650 42,792 Acquisition-related costs — — — — 2,901 2,901 General, administrative, and other expenses 14,822 2,280 7,849 2,092 12,767 39,810 Total operating expenses 141,286 30,764 77,310 15,646 73,556 338,562 Operating income (loss) $ 234,105 $ ( 12,014 ) $ ( 56,840 ) $ ( 957 ) $ ( 72,326 ) $ 91,968 Non-operating (expense) income Change in fair value of warrants on puttable shares & puttable common stock — — — — ( 2,229 ) ( 2,229 ) Change in fair value of puttable warrants issued with debt — — — — ( 1,172 ) ( 1,172 ) Interest income 1,592 — 785 305 6,732 9,414 Interest expense and amortization of debt issuance costs — — ( 111 ) — ( 12,775 ) ( 12,886 ) Gain (loss) on intangible asset — — — ( 2,054 ) — ( 2,054 ) Unrealized gain (loss) on derivative assets — — — ( 54,915 ) — ( 54,915 ) Loss on debt extinguishment — — — — ( 107,656 ) ( 107,656 ) Other, net ( 2 ) — 2,456 ( 62 ) 8,559 10,951 Income (loss) before income tax provision $ 235,695 $ ( 12,014 ) $ ( 53,710 ) $ ( 57,683 ) $ ( 180,867 ) $ ( 68,579 ) 160 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2024 Options Equities Futures International Corporate and Other Consolidated Revenues $ 851,754 $ 187,769 $ 96,075 $ 3,311 $ 1,163 $ 1,140,072 Less: Cost of revenue 604,187 185,407 74,834 — — 864,428 Revenues less cost of revenue $ 247,567 $ 2,362 $ 21,241 $ 3,311 $ 1,163 $ 275,644 Operating expenses Compensation and benefits 59,466 13,573 44,072 8,357 19,757 145,225 Information technology and communication costs 11,691 5,570 9,241 2,255 410 29,167 Depreciation and amortization 11,216 5,919 3,446 584 2,207 23,372 Professional fees and outside services 20,523 2,404 4,977 790 18,962 47,656 General, administrative, and other expenses 11,104 2,044 6,717 2,119 11,065 33,049 Total operating expenses 114,000 29,510 68,453 14,105 52,401 278,469 Operating income (loss) $ 133,567 $ ( 27,148 ) $ ( 47,212 ) $ ( 10,794 ) $ ( 51,238 ) $ ( 2,825 ) Non-operating (expense) income Change in fair value of warrants on puttable shares & puttable common stock — — — — ( 10,594 ) ( 10,594 ) Change in fair value of puttable warrants issued with debt — — — — ( 4,662 ) ( 4,662 ) Interest income 1,264 — 899 — 1,139 3,302 Interest expense and amortization of debt issuance costs — — ( 173 ) — ( 13,778 ) ( 13,951 ) Impairment of investment — — — — ( 4,108 ) ( 4,108 ) Gain (loss) on intangible asset — — — 52,604 — 52,604 Unrealized gain (loss) on derivative assets — — — 83,840 — 83,840 Other, net — — 1,878 — ( 403 ) 1,475 Income (loss) before income tax provision $ 134,831 $ ( 27,148 ) $ ( 44,608 ) $ 125,650 $ ( 83,644 ) $ 105,081 161 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2023 Options Equities Futures International Corporate and Other Consolidated Revenues $ 788,287 $ 165,168 $ 83,728 $ 3,244 $ 580 $ 1,041,007 Less: Cost of revenue 575,137 173,608 59,793 — — 808,538 Revenues less cost of revenue $ 213,150 $ ( 8,440 ) $ 23,935 $ 3,244 $ 580 $ 232,469 Operating expenses Compensation and benefits 49,180 11,750 31,960 4,704 13,091 110,685 Information technology and communication costs 10,635 5,188 5,840 487 363 22,513 Depreciation and amortization 10,553 5,481 1,501 498 2,997 21,030 Professional fees and outside services 18,005 3,441 5,177 649 17,441 44,713 Acquisition-related costs — — — — 2,723 2,723 General, administrative, and other expenses 8,032 2,193 8,627 1,444 13,375 33,671 Total operating expenses 96,405 28,053 53,105 7,782 49,990 235,335 Operating income (loss) $ 116,745 $ ( 36,493 ) $ ( 29,170 ) $ ( 4,538 ) $ ( 49,410 ) $ ( 2,866 ) Non-operating (expense) income Change in fair value of puttable common stock — — — — ( 26 ) ( 26 ) Loss on extinguishment of puttable common stock liability — — — — ( 5,085 ) ( 5,085 ) Interest income 1,477 — 605 — 582 2,664 Interest expense and amortization of debt issuance costs — — ( 91 ) — ( 18,784 ) ( 18,875 ) Impairment of investment — — — — ( 2,419 ) ( 2,419 ) Other, net — — 2,633 — 1,905 4,538 Income (loss) before income tax provision $ 118,222 $ ( 36,493 ) $ ( 26,023 ) $ ( 4,538 ) $ ( 73,237 ) $ ( 22,069 ) 162 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 20. INCOME TAXES Income before income taxes, income tax provision and income tax paid consists of the following (in thousands): Year Ended December 31 2025 2024 2023 Income before income tax provision: Domestic $ ( 25,576 ) $ ( 31,186 ) $ ( 22,796 ) Foreign ( 43,003 ) 136,267 727 Total $ ( 68,579 ) $ 105,081 $ ( 22,069 ) Current tax expense (benefit): Federal $ — $ — $ — State 14 ( 93 ) 167 Foreign 962 — — Total current 976 ( 93 ) 167 Deferred tax expense (benefit): Federal 36 939 53 State 512 2,249 ( 917 ) Foreign ( 74 ) — — Total deferred 474 3,188 ( 864 ) Total income tax expense (benefit) $ 1,450 $ 3,095 $ ( 697 ) Income tax paid (received) Federal $ — $ — $ — State and local Illinois 257 ( 1,155 ) — New York City 12 54 32 New York State 39 106 7 Minnesota — ( 349 ) 11 Pennsylvania 263 210 548 Other 110 86 4 Foreign Guernsey 98 — — United Kingdom 5 — — Total $ 784 $ ( 1,048 ) $ 602 163 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the statutory U.S. federal income tax rate to the effective income tax rate for the years ended December 31, 2025, 2024 and 2023 is as shown in the table below (amounts in thousands). The Company has elected to apply retrospective application of ASU 2023-09 in its presentation of the reconciliation. Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent Statutory U.S. federal income tax rate $ ( 14,402 ) 21.0 % $ 22,067 21.0 % $ ( 4,634 ) 21.0 % State and local income taxes, net of federal income tax effect 1 330 ( 0.5 ) % 1,816 1.7 % ( 963 ) 4.4 % Foreign tax effects: Bermuda 2 12,270 ( 17.9 ) % ( 28,377 ) ( 27.0 ) % 183 ( 0.8 ) % Guernsey 3 ( 382 ) 0.6 % — — % — — % United Kingdom (UK) 4 Statutory rate difference between UK and USA 382 ( 0.6 ) % 46 — % 65 ( 0.3 ) % Non-taxable income in UK 5 ( 2,388 ) 3.5 % ( 239 ) ( 0.2 ) % ( 339 ) 1.5 % Effect of changes in federal tax laws or rates enacted in the current period — — % — — % — — % Effect of cross-border tax laws: Subpart F 6 ( 12,270 ) 17.9 % 28,377 27.0 % — — % Net Controlled Foreign Corporation Tested Income 7 1,336 ( 1.9 ) % — — % — — % Tax on income from disregarded entities for US tax purposes 8 2,006 ( 2.9 ) % 193 0.2 % 275 ( 1.2 ) % Federal tax credits 9 ( 9,091 ) 13.3 % — — % — — % Changes in federal valuation allowance 8,414 ( 12.3 ) % ( 20,929 ) ( 19.8 ) % 4,537 ( 20.6 ) % Nontaxable or nondeductible federal items: Share based compensation 10 ( 14,445 ) 21.1 % ( 3,421 ) ( 3.3 ) % ( 18 ) 0.1 % Executive compensation 11 23,722 ( 34.6 ) % — — % — — % Original issue discount 12 3,265 ( 4.8 ) % ( 96 ) ( 0.1 ) % — — % Fair value change on redeemable common shares and puttable warrants 714 ( 1.0 ) % 3,204 3.0 % 5 — % Other 1,230 ( 1.8 ) % 209 0.2 % 192 ( 0.9 ) % Changes in unrecognized tax benefits 13 759 ( 1.1 ) % 245 0.2 % — — % Effective tax rate $ 1,450 ( 2.1 ) % $ 3,095 2.9 % $ ( 697 ) 3.2 % 1. The majority of the expense in 2025, 2024 and 2023 relates to Illinois and Pennsylvania. The amount for 2025 includes R&D tax credits in New Jersey fully offset by a valuation allowance. 2. Relates to the statutory tax rate difference of 21% between Bermuda and the USA on the results of the BSX, which includes the income or loss on PYTH Tokens. On December 27, 2023 the Bermuda government enacted legislation into law, the Bermuda Corporate Income Tax Act 2023, which introduces a 15% corporate income tax (“CIT”) effective from January 1, 2025 that is applicable to Bermuda businesses that are part of multinational enterprise (“MNE”) groups with annual revenue of €750 million or more. The 15% CIT will not apply to the BSX for the first five years, under the exception for MNEs with limited international footprint. 3. Relates to the statutory tax rate difference of 6% between Guernsey and the USA on the post-acquisition results of TISE. Guernsey's Qualified Domestic Top-up Tax (DTT), designed to ensure a 15% minimum effective tax rate for large multinational enterprises under OECD Pillar Two rules, was enacted to be effective for financial years starting on or after January 1, 2025. 4. Relates to MIH East, the intermediate parent company of TISE before the shares were transferred to a US subsidiary of MIH Inc on November 5, 2025. 5. Mainly unrealized gain on TISE with no UK deferred tax because of UK substantial shareholding exemption. 6. The negative amount in 2025 mainly relates to a reduction in the deferred tax liability on the reduction on unrealized gains on PYTH Tokens held by BSX, with an offsetting amount in changes in valuation allowance. 7. Relates to TISE. 8. Relates to MIH East. 9. Relates to R&D tax credits and the amount in 2025 includes $ 7.0 million in respect of prior years. 10. This is the permanent difference between the tax deduction and the expense in the income statement for share options, RSAs and warrants. 11. Relates to IRC 162(m) which limits the deduction for compensation paid to a public company's top executives to $1 million per covered employee per year. The adjustment mainly relates to the accelerated vesting of RSAs triggered by the IPO, and the write off of the deferred tax asset on share awards for these employees. 12. Relates to the 2029 Senior Secured Term Loan and will have no impact in future years because the loan was repaid in 2025. 13. Includes penalties and interest accrued on unrecognized tax benefits. 164 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The components of deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows (in thousands): Year Ended December 31, 2025 2024 Federal and state net operating losses $ 70,551 $ 65,362 Accrued expenses 11,500 9,573 Interest carryforward 24,137 6,484 Unexercised ERP warrants 1,478 7,981 Stock based compensation 14,608 24,924 R&D credits 15,825 2,337 Depreciation and amortization 5,220 7,747 Lease liability 6,280 6,129 R&E capitalized expenses — 6,252 Other 3,059 1,129 Gross deferred tax assets 152,658 137,918 Valuation allowance ( 109,161 ) ( 93,644 ) Net deferred tax assets 43,497 44,274 Unrealized gain on derivative assets ( 3,135 ) ( 23,294 ) Intangible assets and land ( 37,905 ) ( 26,206 ) Internally developed software ( 11,996 ) ( 1,240 ) Right of use asset ( 4,150 ) ( 4,300 ) Fixed assets ( 3,136 ) — Investments ( 5,563 ) — Deferred tax liabilities ( 65,885 ) ( 55,040 ) Net deferred tax liability $ ( 22,388 ) $ ( 10,766 ) The Company provides a valuation allowance against deferred tax assets if, based on management’s assessment of historical and projected future operating results and other available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the Company's assessment at December 31, 2025 and 2024, which was based on historical operating results, the Company recorded a valuation allowance of $ 109.2 million and $ 93.6 million, respectively. The valuation allowance increased by $ 15.5 million in 2025 and decreased by $ 24.4 million in 2024. If the improvements in the U.S. operating results continue, the Company anticipates that, within the next 12 months, sufficient positive evidence should become available to reach a conclusion that a significant portion of the valuation allowance would no longer be required. The net deferred tax liability relates to the balance of the liability on indefinite lived assets that remains after being reduced by net operating losses carryforward, which are limited to 80% of the taxable income in any one period together with a deferred tax liability on the fair value adjustments related to the TISE acquisition. The deferred tax liability of $ 11.2 million arising on the TISE acquisition was the main driver for the increase in the net deferred tax liability. There is no unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries and foreign corporate joint ventures as of December 31, 2025. As of December 31, 2025, the Company had Federal net operating loss carryforwards of $ 257.6 million. Federal net operating losses in the amount of $ 33.7 million incurred for years ending on or before December 31, 2017 have a twenty year carryforward period. Those losses are set to expire between 2035 and 2037. Losses in the amount of $ 223.9 million incurred in years beginning on or after January 1, 2018 do not have an expiration period. While these losses will have an unlimited carryforward period, they will only be permitted to offset 80% of current taxable income. As of December 31, 2024, the Company had Federal net operating loss carryforwards of $ 241.8 million. Federal net operating losses in the amount of $ 54.5 million incurred for years ending on or before December 31, 2017 have a twenty year carryforward period. Those losses are set to expire between 2033 and 2037. Losses in the amount of $ 187.3 million 165 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS incurred in years beginning on or after January 1, 2018 do not have an expiration period. While these losses will have an unlimited carryforward period, they will only be permitted to offset 80% of current taxable income. As of December 31, 2025 and 2024, the Company had state net operating loss carryforwards of $ 244.7 million and $ 217.2 million, respectively. State net operating losses in the amount of $ 9.4 million can be carried forward indefinitely. The remaining $ 235.4 million will begin expiring in 2034. As of December 31, 2025 the Company had federal and state R&D tax credit carryforwards of $ 10.8 million and $ 5.0 million, respectively, which both start to expire in 2028. As of December 31, 2024, the Company had federal R&D tax credit carryforwards of $ 2.3 million which start to expire in 2028. A reconciliation of the beginning and ending amount of unrecognized tax benefits, all of which would impact the effective tax rate, is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Beginning balance of unrecognized tax benefits $ 2,219 $ 1,816 $ — Additions based on tax positions taken in current year 4,851 243 1,816 Additions based on tax positions taken in prior years 706 160 — Ending balance of unrecognized tax benefits $ 7,776 $ 2,219 $ 1,816 The Company recognizes penalties and interest accrued on unrecognized tax benefits as a component of income tax expense. In 2025, 2024 and 2023 the Company accrued $ 0.1 million, $ 0.1 million and nil , respectively, for interest and penalties. As of December 31, 2025 and 2024 accrued interest and penalties were $ 0.1 million and $ 0.1 million, respectively, recorded in non-current liabilities. In the normal course of business, the Company is subject to examination in various tax jurisdictions. The major jurisdictions and their respective earliest open period subject to examination are as follows: Jurisdiction Year U.S. Federal 2022 U.S. State and Local Jurisdictions: Illinois 2021 New Jersey 2022 New York City 2022 New York State 2022 Pennsylvania 2022 Guernsey 2024 21. RELATED PARTY TRANSACTIONS Loan transactions During 2021, the Company issued convertible promissory notes to certain related parties amounting to $ 48.1 million at an interest rate of 10 % per annum with a maturity date three years from date of issuance. The notes along with all accrued but unpaid interest is convertible at the option of the lender into shares of common stock of the Company at a conversion price of $ 18.00 per share until the maturity date of such notes. On March 31, 2024, the Company entered into an agreement with the lender to convert $ 2.0 million of the outstanding loan into 111,111 shares of the Company's common stock. On May 2, 2024, the remaining $ 46.1 million was converted into 2,561,111 shares of the Company’s common stock. See Note 11 - Debt Obligations for details. In December 2020, the Company had issued convertible promissory notes to a shareholder of the Company in the principal amount of $ 5.0 million, at an interest rate of 9.5 % per annum. In consideration for making such loan, the Company agreed to extend the expiration dates until December 31, 2025 for an aggregate total of 1,807,847 warrants to purchase Company common stock previously issued. In December 2025, the Company converted the entire $ 5.0 million of 166 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS outstanding principal into 312,500 shares of common stock at a conversion price of $ 16.00 per share. The total accrued and unpaid interest was $ 0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. The outstanding principal and interest was $ 5.0 million and $ 0.2 million, respective at December 31, 2024. Financial consulting, placement and professional fees The Company enters into agreements with companies affiliated with certain shareholders, directors, and executive officers of the Company, to provide cons ulting services to the Company in exchange for compensation. During the years ended December 31, 2025, 2024 and 2023 the Company paid $ 2.7 million, $ 1.2 million and $ 2.0 million, respectively for certain consulting services. In addition, during the year ended December 31, 2024, the Company paid an advisory fee of $ 4.3 million to a related party in connection with the 2029 Senior Secured Term Loan, which was recorded as debt discount and was being amortized over the term of the loan. The Company issued 137,500 warrants to a related party during the year ended December 31, 2024 for certain stockholder services to be rendered which warrants vest upon the completion of the agreed upon services. No warrants were issued to related parties during the year ended December 31, 2025 . Private placement sales of stock and warrants During the year ended December 31, 2024, the Company issued 275,610 shares of common stock with 27,561 warrants to purchase shares of common stock for total proceeds of $ 5.7 million in a private placement transaction to a related party. The warrants to purchase shares of common stock have an exercise price equal to $ 20.50 per share and expiration date of three years from the date of issuance. There were no purchase of common stock by related parties during the year ended December 31, 2025. There were no purchases of warrants to purchase common stock by related parties during the year ended December 31, 2025 and 2024. 22. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2025 2024 2023 Basic net income (loss) per share: Net income (loss) $ ( 70,029 ) $ 101,986 $ ( 21,372 ) Net loss attributable to non-controlling interest — ( 137 ) ( 482 ) Net income (loss) attributable to Miami International Holdings, Inc. $ ( 70,029 ) $ 102,123 $ ( 20,890 ) Weighted-average common shares outstanding 69,836,032 60,698,967 56,457,675 Basic net income (loss) per share $ ( 1.00 ) $ 1.68 $ ( 0.37 ) Diluted net income (loss) per share: Net income (loss) attributable to Miami International Holdings, Inc. $ ( 70,029 ) $ 102,123 $ ( 20,890 ) Add: convertible debt interest expense, net of tax — 1,296 — Adjusted net income (loss) attributable to Miami International Holdings, Inc. $ ( 70,029 ) $ 103,419 $ ( 20,890 ) Weighted-average common shares and share equivalents outstanding 69,836,032 74,625,858 56,457,675 Diluted net income (loss) per share $ ( 1.00 ) $ 1.39 $ ( 0.37 ) 167 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The potentially dilutive shares of common stock that have been excluded from the calculation of earnings (loss) per share because of the anti-dilutive effect for the years ended December 31, 2025, 2024 and 2023 are as follows: Year Ended December 31, 2025 2024 2023 Outstanding stock options 22,037,914 5,578,703 21,168,964 Warrants to purchase shares of common stock 14,215,311 966,845 15,309,559 Convertible preferred stock — 781,859 746,859 Debt/accrued interest convertible into shares of common stock 2,987 526,055 3,598,142 Unvested restricted stock awards 1,580,082 1,624,309 4,512,376 Total potentially diluted shares of common stock 37,836,294 9,477,771 45,335,900 23. LEASES The Company has operating leases related to office space and data centers under non-cancellable operating leases that expire at various times through December 2034, some of which include options to renew or extend the lease for an additional 10 years. As of December 31, 2025, there are no leases with residual value guarantees or leases not yet commenced to which the Company is committed. The Company combines the lease and non-lease components of lease payments in determining right of use assets and related lease liabilities. Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. The lease expenses related to the short term leases was $ 0.4 million and $ 0.2 million for the year ended December 31, 2025 and 2024, respectively. The short term lease expense was immaterial during the year ended December 31, 2023. Lease expense related to office space amounted to $ 8.3 million, $ 6.4 million and $ 4.4 million for the years ended December 31, 2025, 2024 and 2023, respectively, and are recorded within occupancy costs in the consolidated statements of operations. Lease expense related to the data center amounted to $ 10.4 million, $ 9.6 million and $ 7.0 million for the year ended December 31, 2025, 2024 and 2023, respectively, and are recorded within information technology and communication costs in the consolidated statements of operations. The components of operating lease cost for the years ended December 31, 2025, 2024 and 2023 were as follows (in thousands): December 31, 2025 2024 2023 Operating lease cost: Fixed lease cost $ 10,329 $ 9,063 $ 5,939 Short-term lease cost 374 184 — Variable lease cost 8,369 6,763 5,498 Total operating lease cost $ 19,072 $ 16,010 $ 11,437 Supplemental cash flow information related to the operating leases for the years ended December 31, 2025, 2024 and 2023 is as follows (in thousands): December 31, 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,350 $ 7,795 $ 7,016 168 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the supplemental balance sheet information related to operating leases for the year ended December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 Operating lease right of use assets $ 15,143 $ 15,478 Total right of use asset $ 15,143 $ 15,478 Current portion of operating lease liability $ 6,518 $ 6,622 Non-current operating lease liabilities 16,761 15,438 Less: Tenant improvement allowance receivable ( 573 ) ( 2,426 ) Total leased liabilities $ 22,706 $ 19,634 The Company records the operating lease right of use assets within other assets, net, the current portion of the operating lease liability within accounts payable and other liabilities and the non-current operating lease liabilities within other non-current liabilities in the consolidated balance sheets. The weighted-average remaining lease term and the weighted-average discount rate for the operating and finance leases were as follows: December 31, 2025 2024 Operating Finance Operating Finance Weighted average remaining lease term (years) 5.1 3.4 5.6 3.8 Weighted average discount rate 17.8 % 8.0 % 17.6 % 7.9 % The Company uses its incremental borrowing rate as the discount rate, which is based on the implied cost of debt. The undiscounted cash flow for future maturities of the Company's lease liabilities as of December 31, 2025 are as follows (in thousands): Operating Lease Finance Lease 2026 $ 10,714 $ 199 2027 7,513 174 2028 2,711 105 2029 2,688 105 2030 2,751 16 Thereafter 10,928 — Total lease payments 37,305 599 Less: imputed interest ( 14,026 ) ( 59 ) Total lease liabilities 23,279 540 Less: current lease liabilities ( 6,518 ) ( 173 ) Total non-current lease liabilities $ 16,761 $ 367 Company as a lessor The Company leases office space obtained as part of the acquisition of MIAX Futures. The Company has classified the lease relationship as an operating lease. 169 MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date (in thousands): 2026 $ 1,271 2027 645 2028 373 2029 337 2030 80 Thereafter — Total lease receivable $ 2,706 24. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. As disclosed in Note 3 - Business Combinations and Dispositions, the MIAXdx Transaction closed on January 20, 2026. 170 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures Not applicable.