Miami International Holdings reports $52.47 million net income

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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Common stock, par value $0.001 per share 99,230,898 100,056,866

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Financial Statements (unaudited) 5 changes

Condensed Consolidated Balance Sheets - As of June September 30, , 2026 and December 31, 2025

Condensed Consolidated Statements of Operations - Three and Six Nine Months Ended June September 30, , 2026 and 2025

Condensed Consolidated Statements of Comprehensive Income - Three and Six Nine Months Ended June September 30, 2026 and 2025

Condensed Consolidated Statements of Changes in Stockholders' Equity - Three and Six Nine Months Ended Ju ne September 30, , 2026 and 2025

Condensed Consolidated Statements of Cash Flows - Six Nine Months Ended June September 30, , 2026 and 2025

Exhibits 1 change

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We own MIAX ® , MIAX Options ® , MIAX Pearl ® , MIAX Emerald ® , MIAX Sapphire ® and , MIAX Futures ® and TINI ® as trademarks or service marks in the United States and certain other jurisdictions. TINI™ is currently pending.

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Forward-looking statements 2 changes

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• revenues from our market data fees and access and capacity fees;

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For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Quarterly Report and other filings with the SEC. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.

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Financial statements 230 changes

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June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 660,462 698,854 $ 433,648

Cash and securities segregated under federal and other regulations 26,894 26,797 27,618

Accounts receivable, net 119,864 95,949 98,107

Restricted cash 13,654 13,667 6,005

Clearing house performance bonds and guarantee funds 103,279 93,062 70,078

Receivables from broker-dealers, futures commission merchants, and clearing organizations 138,329 152,509 133,533

Current portion of derivative assets 3,819 8,554 6,017

Other current assets 36,248 40,298 39,232

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Total current assets 1,102,549 1,129,690 855,214

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Goodwill 61,942 62,211

Fixed assets, net 64,149 59,520 46,854

Internally developed software, net 36,401 36,667 36,333

Goodwill 62,000 62,211

Other intangible assets, net 169,019 168,947 170,774

Deferred tax asset, net 74,404 63,787 —

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Other assets, net 63,073 68,679 63,745

Total assets $ 1,600,387 1,618,140 $ 1,259,425

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Accounts payable and other liabilities $ 135,917 73,438 $ 69,780

Accrued compensation payable 27,115 36,201 39,412

Current portion of long-term debt 1,514 1,517 1,508

Deferred transaction revenues 9,207 8,960 9,572

Clearing house performance bonds and guarantee funds 102,779 92,562 69,578

Payables to customers 140,923 152,070 144,641

Payables to clearing organizations 5,716 — 11

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Total liabilities 450,086 378,408

Total current liabilities 423,171 364,748 337,260

Deferred income taxes 10,863 10,877 22,386

Other non-current liabilities 16,052 22,229 18,762

Total liabilities 397,854 378,408

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Accumulated deficit ( 417,907 ) ( 632,339 )

Common stock - voting and nonvoting, par value $ 0.001 ( 600,000,000 authorized ( 400,000,000 voting, 200,000,000 nonvoting)); 99,213,601 100,758,991 issued and 98,610,560 99,945,378 outstanding common stock at June September 30, 2026 and 85,890,086 issued and 85,536,287 outstanding common stock at December 31, 2025

Common stock in treasury, at cost, 603,041 813,613 shares at June September 30, 2026 and 353,799 shares at December 31, 2025 ( 18,296 27,229 ) ( 8,232 )

Additional paid-in capital 1,588,634 1,614,769 1,522,143

Accumulated deficit ( 365,435 ) ( 632,339 )

Accumulated other comprehensive loss, net ( 2,229 1,919 ) ( 641 )

Total stockholders' equity 1,150,301 1,220,286 881,017

Total liabilities and stockholders' equity $ 1,600,387 1,618,140 $ 1,259,425

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Three Months Ended June 30, Six Months Ended June 30,

Transaction and clearing fees $ 331,884 $ 286,139 $ 647,294 $ 575,443

Access fees 34,941 26,106 68,298 50,189

Market data fees 12,206 10,253 25,161 19,895

Other revenue 8,598 5,286 16,566 9,334

Total revenues 387,629 327,784 757,319 654,861

Liquidity payments 206,633 195,651 430,159 389,697

Brokerage, clearing, and exchange fees 15,360 14,481 31,637 30,935

Section 31 fees 22,976 11,815 22,976 35,225

Other cost of revenues 1,547 1,175 2,841 2,458

Total cost of revenues 246,516 223,122 487,613 458,315

Revenues less cost of revenues 141,113 104,662 269,706 196,546

Compensation and benefits 40,966 40,210 85,356 77,981

Information technology and communication costs 10,202 8,851 19,685 16,399

Depreciation and amortization 8,778 6,938 16,866 13,108

Occupancy costs 2,977 3,002 6,220 5,450

Professional fees and outside services 11,448 10,095 22,855 19,352

Marketing and business development 3,176 555 4,160 1,318

General, administrative, and other 5,769 5,473 10,799 10,453

Total operating expenses 113,316 77,371 195,941 146,962

Operating income 27,797 27,291 73,765 49,584

Three Months Ended September 30, Nine Months Ended September 30,

Transaction and clearing fees $ 316,420 $ 292,814 $ 963,714 $ 868,257

Access fees 36,949 27,096 105,247 77,285

Market data fees 13,877 10,730 39,038 30,625

Other revenue 8,937 9,138 25,503 18,472

Total revenues 376,183 339,778 1,133,502 994,639

Liquidity payments 206,313 217,286 636,472 606,983

Brokerage, clearing, and exchange fees 14,212 11,612 45,849 42,547

Section 31 fees 23,028 — 46,004 35,225

Other cost of revenues 1,621 1,397 4,462 3,855

Total cost of revenues 245,174 230,295 732,787 688,610

Revenues less cost of revenues 131,009 109,483 400,715 306,029

Compensation and benefits 40,286 68,753 125,642 146,734

Information technology and communication costs 9,601 9,290 29,286 25,689

Depreciation and amortization 9,453 8,229 26,319 21,337

Occupancy costs 2,938 3,568 9,158 9,018

Professional fees and outside services 15,386 10,807 38,241 30,159

Marketing and business development 1,249 759 5,409 2,077

Acquisition-related costs — 2,247 — — 2,901

Litigation settlement 30,000 — — 30,000 —

General, administrative, and other 4,892 8,382 15,691 18,835

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and 150 more changes in the filing

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 change

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

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Note 3: BUSINESS COMBINATIONS AND DISPOSITIONS 3 changes

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

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

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

Note 5: RECEIVABLE FROM BROKER-DEALERS, FUTURES COMMISSION MERCHANTS AND CLEARING ORGANIZATIONS 1 change

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Cash and cash equivalent margin

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Note 6: INVESTMENTS 2 changes

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

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

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Note 7: FIXED ASSETS AND INTERNALLY DEVELOPED SOFTWARE, NET 2 changes

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Depreciation and amortization expense for fixed assets and internally developed software for the three and six nine months ended June September 30, 2026 was $ 8.5 9.1 million and $ 16.1 25.2 million, respectively, and for the three and six nine months ended June September 30, 2025 was $ 6.7 7.9 million and $ 12.7 20.6 million, respectively.

During the second quarter of 2025, the Company recognized an impairment charge of $ 0.7 million to building and improvements. During the third quarter of 2025, the Company recognized an additional impairment charge of $ 2.0 million to building and improvements, which was included in general, administrative, and other within operating expenses in the condensed consolidated statement of operations and reported under the Corporate and Other unit (see Note 18 - Segment Reporting). There was no impairment to fixed assets during the six three and nine months ended June September 30, 2026.

Note 8: OTHER ASSETS, NET 4 changes

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Notes receivable, net of $ 26.1 32.3 million allowance for credit losses as of June September 30, 2026 and $ 26.1 million as of December 31, 2025

Digital assets (see Note 11) 4,753 9,816 —

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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 MIAX 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

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Note 9: ACCOUNTS PAYABLE AND OTHER LIABILITIES 2 changes

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Litigation settlement payable (see Note 15)

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Section 31 fees payable 22,976 7,844 —

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Note 10: DEBT OBLIGATIONS 4 changes

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Interest Rate June 30,

Interest Rate September 30,

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The Company recognized recogniz ed $ 4.6 3.1 million and $ 8.8 11.9 million of interest expense related to the 2029 Senior Secured Term Loan during the three and six nine months ended June September 30, 2025, respectively, including $ 1.2 0.7 million and $ 2.1 2.8 million related to the accretion of the debt discounts and deferred financing costs, respectively.

During the year ended December 31, 2020, the Company issued a 9.5 % convertible loan for $ 5.0 million to an existing stockholder due five years from the date of issuance. Interest was payable quarterly and the loan was convertible into the Company's common stock at the option of the holder at a price of $ 16.00 per share. In December 2025, the lender converted the entire $ 5.0 million of outstanding principal into 312,500 shares of common stock at a conversion price of $ 16.00 per share. The total accrued and unpaid interest was $ 0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. The Company recognized interest expense amounting to $ 0.2 million and $ 0.4 0.6 million related to the convertible loans for the three and six nine months ended June September 30, 2025, respectively.

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Note 11: GOODWILL, INTANGIBLE ASSETS, DERIVATIVES AND DIGITAL ASSETS 1 change

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Balance as of June September 30, 2026 $ — $ 43,736 $ — $ 18,206 18,264 $ 61,942 62,000

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Note 12: EMPLOYEE BENEFIT PLAN 1 change

The Company maintains a voluntary defined contribution 401(k) plan in which employees may contribute up to 100 % of their salary and bonus, subject to statutory maximum contribution amounts. The Company matches 50 % of the first 6 % of employee contributions. The expense relating to the matching contribution was $ 0.4 million and $ 1.2 1.6 million for the three and six nine months ended June September 30, 2026, respectively, and $ 0.3 million and $ 0.9 1.2 million for the three and six nine months ended June September 30, 2025 , respectively.

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Note 13: CLEARING HOUSE PERFORMANCE BONDS AND GUARANTEE FUNDS 4 changes

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 t o deposit cash or U.S. Treasury Bills in order to satisfy the required margin and security deposits.

As of June September 30, 2026 and December 31, 2025 , the Company had performance bonds and guarantee funds totaling $ 393.8 406.7 million and $ 305.7 million respectively, as summarized below (in thousands):

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2. Other includes shipping certificate collateral.

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Cash deposited as performance bonds and guarantee funds is included on the condensed consolidated balance sheets because the cash is deposited in MIAX Futures controlled bank accounts. MIAX Futures at its discretion, may distribute interest earned on the cash balances that are posted for margin and security deposits. MIAX Futures distributed interest amounting to $ 0.3 million and $ 0.5 0.8 million for the three and six nine months ended June September 30, 2026, respectively, and $ 0.4 0.3 million and $ 0.6 0.9 million for the three and six nine months ended June September 30, 2025, respectively, which is reflected within other cost of revenues in the condensed consolidated statements of operations. U.S. Treasury Bills deposited by the clearing members are not reflected on the condensed consolidated balance sheets as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge, and MIAX Futures does not earn interest on them. These U.S. Treasury Bills are held at a nominee account in MIAX Futures' name for the benefit of the clearing members and are immediately accessible by MIAX Futures in the event of a default.

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Note 14: FAIR VALUE MEASUREMENT 2 changes

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

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The Company invests in securities without readily determinable fair values in which the carrying value was $ 28.9 million and $ 19.2 million as of June September 30, 2026 and December 31, 2025 , respectively. There were no impairments or adjustments to the carrying value of the investments without readily determinable fair values during the three and six nine months ended June September 30, 2026 and 2025.

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Note 15: COMMITMENTS AND CONTINGENCIES 2 changes

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The Company from time to time enters into long term agreements agr eements with vendors to provide certain services. As of June September 30, 2026, the outstanding commitment was $ 14.6 14.1 million, of which $ 1.7 0.9 million is payable in 2026, $ 3.2 3.3 million in 2027, $ 3.0 3.1 million in 2028, $ 1.8 1.9 million in 2029, $ 1.6 million in 2030 and $ 3.3 million in 2031 and beyond.

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

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Note 16: EQUITY 2 changes

At June September 30, 2026 and December 31, 2025 , the Company was authorized to issue up to 400,000,000 shares of voting common stock, $ 0.001 par value per share and 200,000,000 shares of nonvoting common stock, $ 0.001 par value per share. As of June September 30, 2026, 99,213,601 100,758,991 and 98,610,560 99,945,378 shares of common stock were issued and outstanding, respectively. As of December 31, 2025, 85,890,086 and 85,536,287 shares of common stock were issued and outstanding, respectively. There were no issued or outstanding shares of nonvoting common stock as of June September 30, 2026 and December 31, 2025.

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

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Note 17: SHARE-BASED COMPENSATION 10 changes

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Six Months Ended June 30,

Nine Months Ended September 30,

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

Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value

Outstanding at December 31, 2025 22,037,914 $ 16.43 5.10 $ 616,036 ( 4,093,654 ) $ 14.53

Cancelled, expired or forfeited

Outstanding at June 30, 2026 18,200,113 $ 17.50 5.16 $ 359,883

Exercisable at June 30, 2026 15,499,313 $ 16.12 4.52 $ 326,302

The weighted-average grant-date fair value of options granted during the six nine months ended June September 30, 2026 and 2025 was $ 12.83 and $ 7.85 7.73 , respectively. The total intrinsic value of options exercised during the six nine months ended June September 30, 2026 and 2025 was $ 121.8 162.8 million and $ 6.0 18.3 million, respectively.

Stock-based compensation expense related to stock options, primarily included in compensation and benefits in the condensed consolidated statements of operations, was $ 3.1 3.4 million and $ 3.2 4.2 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 7.6 11.0 million and $ 6.0 10.2 million for the six nine months ended June September 30, 2026 and 2025, respectively . As of June September 30, 2026, there were $ 21.9 18.5 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.08 1.90 years.

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Note 18: SEGMENT REPORTING 3 changes

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

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

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

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Note 19: INCOME TAXES 1 change

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The effective tax rate from continuing operations was ( 53.6 18.1 % and 4.6 0.8 % for the three months ended June September 30, 2026 and 2025, respectively, and ( 66.4 38.4 )% and 38.8 ( 0.5 )% for the six nine months ended June September 30, 2026 and 2025, respectively. The change in the effective tax rate in the three months ended June September 30, 2026 from the same period in 2025 was mainly due to the existence of a deferred tax valuation allowance in the third quarter of 2025, which was released in the first quarter of 2026, and a discrete tax benefit in the second third quarter of 2026 from the vesting of RSAs and the exercise of stock options and warrants at values significantly higher than the grant date book expense previously recognized for financial reporting. The change in the effective tax rate in the six nine months ended June September 30, 2026 from the same period in 2025 was mainly due to the release of the deferred tax valuation allowance in the first quarter of 2026.

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Note 20: RELATED PARTY TRANSACTIONS 1 change

During the three and six nine months ended June September 30, 2025, the Company paid $ 1.9 0.1 million and $ 2.6 2.7 million, respectively, for certain consulting services provided by companies affiliated with certain stockholders and directors. No payments were made to related parties during the three and six nine months ended June September 30, 2026.

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Note 21: EARNINGS PER SHARE 24 changes

Three Months Ended June 30, Six Months Ended June 30,

Basic net income per share:

Net income attributable to common stock $ 44,208 $ 23,527 $ 214,432 $ 2,107

Weighted-average common shares outstanding 95,305,096 64,942,755 93,559,319 64,249,928

Basic net income per share $ 0.46 $ 0.36 $ 2.29 $ 0.03

Diluted net income per share:

Net income attributable to common stock $ 44,208 $ 23,527 $ 214,432 $ 2,107

Add: convertible debt interest expense, net of tax — 118 — —

Adjusted net income attributable to common stock $ 44,208 $ 23,645 $ 214,432 $ 2,107

Weighted-average common shares and share equivalents outstanding 110,713,513 78,458,195 109,943,953 77,952,959

Diluted net income per share $ 0.40 $ 0.30 $ 1.95 $ 0.03

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

Three Months Ended September 30, Nine Months Ended September 30,

Net income (loss) attributable to common stock $ 52,472 $ ( 102,080 ) $ 266,904 $ ( 99,973 )

Weighted-average common shares outstanding:

Basic 99,113,041 70,128,197 95,430,903 66,168,315

Diluted 110,799,280 70,128,197 110,249,406 66,168,315

Net income (loss) per share attributable to common stock:

Basic $ 0.53 $ ( 1.46 ) $ 2.80 $ ( 1.51 )

Diluted $ 0.47 $ ( 1.46 ) $ 2.42 $ ( 1.51 )

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Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

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Convertible preferred stock

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Restricted stock units

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Note 22: LEASES 3 changes

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

Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term. The lease expenses related to the short-term leases were immaterial for the three months ended ended June September 30, 2026 and 2025, and $ 0.1 million and $ 0.2 0.3 million for the six nine months ended June September 30, 2026 and 2025. respecti vely. Lease expense related to office space amounted to $ 2.1 million and $ 2.2 million for three months ended June 30, 2026 and 2025, respectively and $ 4.1 million and $ 3.8 million for the six months ended June 30, 2026 and 2025, respectively , and are recorded within occupancy costs in the condensed consolidated statements of operations. Lease expense related to the data centers amounted to $ 2.7 2.0 million and $ 2.6 million for the three months ended June September 30, 2026 and 2025, respectively and $ 5.5 6.1 million and $ 5.1 6.4 million for the six nine months ended June September 30, 2026 and 2025, respectively, and are recorded within information technology and communication occupancy costs in the condensed consolidated statements of operations.

Lease expense related to the data centers amounted to $ 2.8 million and $ 2.7 million for the three months ended September 30, 2026 and 2025, respectively and $ 8.3 million and $ 7.8 million for the nine months ended September 30, 2026 and 2025, respectively, and are recorded within information technology and communication costs in the condensed consolidated statements of operations.

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MD&A 924 changes

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

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

We are developing a portfolio of new products. We have a ten-year exclusive license agreement with Bloomberg which allows us to list index futures, options on futures, and cash index options based on the B500, B100, and B500 Volatility indices in North and South America on any of our exchanges. We also trade and clear Hard Red Spring Wheat futures and options and physically-settled fertilizer futures on MIAX Futures. Through MIAX Futures Clearing, we offer clearing services for U.S. futures and options on futures.

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

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In 2021, BSX entered into agreements with Pyth to begin publishing limited derived equities market data for certain symbols from MIAX Pearl Equities on the Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted BSX 500 million Pyth tokens which were locked and restricted from trading with a four year unlocking schedule commencing on May 20, 2024. We also received an additional 0.8 1.1 million locked reward Pyth tokens as of September 30, 2026, which will unlock at various times through 2028 . While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.

We received net proceeds of $16.2 million and $52.6 million in 2025 and 2024, respectively, from the sale of each of the 125 million unlocked Pyth tokens. In May 2026, BSX received an additional 125 million unlocked Pyth tokens in accordance with the distribution schedule. Upon unlocking, Pyth tokens were derecognized as derivative assets and subsequently recognized as digital assets accounted for as intangible assets measured at fair value, with changes in fair value recorded in non-operating (expense) income in the condensed consolidated statements of operations. As of June September 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 $9.8 million and were included in other assets, net in the condensed consolidated balance sheet. The remaining 125 million locked tokens are expected to be distributed to BSX by the Pyth Network upon unlocking on May 20, 2027. The right to receive these Pyth tokens meets the definition of a derivative and is measured at fair value at each reporting date, with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of June September 30, 2026, the fair value associated with the 125 million locked Pyth tokens was $3.8 $8.6 million and presented as derivative assets in the condensed consolidated balance sheet.

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• the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies; and

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Customer 1 15 % 14 % 16 % 14 %

Customer 2 16 % 20 % 16 % 19 %

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

Three Months Ended Six Nine Months Ended

September 30, September 30,

Customer 1 14 % 16 % 16 % 15 %

Customer 2 17 % 18 % 16 % 19 %

Customer 3 12 13 % 11 % 12 % 12 11 %

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Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to legal, technology support, regulatory, audit and tax advisory services. This expense category also includes costs associated with funding the CAT and provisions for uncollectible notes receivable issued to fund the CAT.

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

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Change Six Months Ended

Total revenues $ 387,629 $ 327,784 $ 59,845 18.3 % $ 757,319 $ 654,861 $ 102,458 15.6 %

Total cost of revenues 246,516 223,122 23,394 10.5 % 487,613 458,315 29,298 6.4 %

Revenues less cost of revenues 141,113 104,662 36,451 34.8 % 269,706 196,546 73,160 37.2 %

Total operating expenses 113,316 77,371 35,945 46.5 % 195,941 146,962 48,979 33.3 %

Operating income 27,797 27,291 506 1.9 % 73,765 49,584 24,181 48.8 %

Income before income tax provision 28,782 24,655 4,127 16.7 % 128,829 3,445 125,384 3,639.6 %

Income tax benefit (expense) 15,426 (1,128) 16,554 * 85,603 (1,338) 86,941 *

Net income 44,208 23,527 20,681 87.9 % 214,432 2,107 212,325 10,077.1 %

Basic earnings per share $ 0.46 $ 0.36 $ 0.10 27.8 % $ 2.29 $ 0.03 $ 2.26 7,533.3 %

Diluted earnings per share $ 0.40 $ 0.30 $ 0.10 33.3 % $ 1.95 $ 0.03 $ 1.92 6,400.0 %

Basic weighted average shares outstanding 95,305,096 64,942,755 30,362,341 46.8 % 93,559,319 64,249,928 29,309,391 45.6 %

Diluted weighted average shares outstanding 110,713,513 78,458,195 32,255,318 41.1 % 109,943,953 77,952,959 31,990,994 41.0 %

22.9 % 33.5 % (10.6) pts (31.6) % 50.5 % 11.8 % 38.7 pts 328.0 %

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

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

Change Nine Months Ended

Total revenues $ 376,183 $ 339,778 $ 36,405 10.7 % $ 1,133,502 $ 994,639 $ 138,863 14.0 %

Total cost of revenues 245,174 230,295 14,879 6.5 % 732,787 688,610 44,177 6.4 %

Revenues less cost of revenues 131,009 109,483 21,526 19.7 % 400,715 306,029 94,686 30.9 %

Total operating expenses 83,805 109,788 (25,983) (23.7) % 279,746 256,750 22,996 9.0 %

Operating income (loss) 47,204 (305) 47,509 * 120,969 49,279 71,690 145.5 %

Income (loss) before income tax provision 64,081 (102,890) 166,971 * 192,910 (99,445) 292,355 *

Income tax benefit (expense) (11,609) 810 (12,419) * 73,994 (528) 74,522 *

Net income (loss) 52,472 (102,080) 154,552 * 266,904 (99,973) 366,877 *

Basic earnings (loss) per share $ 0.53 $ (1.46) $ 1.99 * $ 2.80 $ (1.51) $ 4.31 *

Diluted earnings (loss) per share $ 0.47 $ (1.46) $ 1.93 * $ 2.42 $ (1.51) $ 3.93 *

Basic weighted average shares outstanding 99,113,041 70,128,197 28,984,844 41.3 % 95,430,903 66,168,315 29,262,588 44.2 %

Diluted weighted average shares outstanding 110,799,280 70,128,197 40,671,083 58.0 % 110,249,406 66,168,315 44,081,091 66.6 %

51.6 % (85.8) % 137.4 pts * 50.9 % (23.1) % 74.0 pts *

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54.4 % 46.9 % 7.5 pts 16.0 % 53.0 % 45.2 % 7.8 pts 17.3 %

54.0 % 43.9 % 10.1 pts 23.0 % 53.3 % 44.7 % 8.6 pts 19.2 %

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37.8 % 36.1 % 1.7 pts 4.7 % 36.6 % 34.5 % 2.1 pts 6.1 %

38.2 % 36.5 % 1.7 pts 4.7 % 37.1 % 35.2 % 1.9 pts 5.4 %

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Diluted weighted average shares outstanding used for adjusted diluted earnings per share 110,713,513 78,458,195 32,255,318 41.1 110,799,280 96,100,563 14,698,717 15.3 % 109,943,953 77,952,959 31,990,994 41.0 110,249,406 84,197,990 26,051,416 30.9 % (1) EBITDA is defined as income before interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss gain/loss on derivative and digital assets, loss on sale of intangible asset, warrant modification, provision for notes receivable, one time IPO payments, loss on extinguishment of debt, and impairment charges. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.

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

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Three Months Ended June September 30, 2026

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Transaction and clearing fees $ 276,641 $ 34,957 $ 20,221 $ 65 $ — $ 331,884

Access fees 30,756 3,797 406 39 (57) 34,941

Market data fees 8,996 1,825 1,312 80 (7) 12,206

Other revenue 101 — 2,623 5,560 314 8,598

Total revenues 316,494 40,579 24,562 5,744 250 387,629

Liquidity payments 174,153 28,336 4,144 — — 206,633

Brokerage, clearing, and exchange fees 1,454 218 13,688 — — 15,360

Section 31 fees 16,493 6,483 — — — 22,976

Transaction and clearing fees $ 274,261 $ 22,788 $ 19,300 $ 71 $ — $ 316,420

Access fees 32,689 3,824 455 38 (57) 36,949

Market data fees 10,211 2,082 1,512 80 (8) 13,877

Other revenue 125 — 2,505 5,950 357 8,937

Total revenues 317,286 28,694 23,772 6,139 292 376,183

Liquidity payments 185,334 16,862 4,117 — — 206,313

Brokerage, clearing, and exchange fees 1,325 185 12,702 — — 14,212

Section 31 fees 18,041 4,987 — — — 23,028

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Total cost of revenues 192,100 35,037 19,468 — (89) 246,516

Revenues less cost of revenues 124,394 5,542 5,094 5,744 339 141,113

Compensation and benefits 18,945 3,915 9,701 2,297 6,108 40,966

Information technology and communication costs 4,597 1,656 3,041 620 288 10,202

Depreciation and amortization 4,494 1,306 1,800 551 627 8,778

Occupancy costs 1,514 199 463 285 516 2,977

Professional fees and outside services 4,860 327 256 308 5,697 11,448

Marketing and business development 622 117 1,636 136 665 3,176

Litigation settlement 22,500 — — — 7,500 30,000

General, administrative, and other 1,928 358 887 453 2,143 5,769

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and 844 more changes in the filing

Market risk 6 changes

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As of June September 30, 2026 and December 31, 2025, our cash and cash equivalents were $660.5 $698.9 million and $433.6 million, respectively, of which $0.5 $0.7 million and $0.6 million, respectively, were held in Bermuda, and $24.1 $26.9 million and $21.7 million, respectively, were held in Guernsey. The remaining cash and cash equivalents are denominated in U.S. dollars and held primarily in interest-bearing accounts with financial institutions and investments in U.S. Treasury securities and money market funds that have original or acquired maturities of 90 days or less. Given the short-term nature and composition of these cash and cash equivalent balances, the Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates. As of June September 30, 2026, we had $1.5 million in outstanding debt related to unsecured promissory notes. The outstanding debt bears interest at a fixed interest rate. Changes in interest rates will have no impact on the interest we pay on fixed rate obligations.

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We are exposed to foreign currency translation risk as revenues and expenses from our operations in Guernsey, through TISE, are denominated in British pound. For the three months ended June September 30, 2026, the foreign currency impact of TISE on our condensed consolidated revenues and expenses was not material.

Our investment in TISE with functional currency of British pound is exposed to volatility in currency exchange rate through translation of our net assets or equity to U.S. dollar. The translation of the non-U.S. dollar statement of financial condition into U.S. dollar, our reporting currency, results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive income, net within stockholders' equity on our condensed consolidated balance sheets. As of June September 30, 2026, our net equity investment in TISE amounted to $102.9 $106.1 million and a 10% change in British pound foreign currency exchange rate would result in a $10.3 $10.6 million impact on our consolidated equity.

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• Credit Risk — Credit risk to MIAX Futures comes primarily from two sources, which are the potential default or insolvency of a clearing participant or the insolvency of a settlement bank. Credit risk from clearing participants stems from the potential risk of non-performance by a participant to satisfy its obligations, financial or otherwise, to the clearing house. MIAX Futures attempts to mitigate credit risk posed by clearing participants through a variety of methods, such as marking open positions to market twice daily and requiring clearing participants to make security deposits and pledge margin based upon open positions held at MIAX Futures. Furthermore, MIAX Futures uses risk-based margin methodologies and models to estimate volatilities and determine appropriate margin requirements expected to cover exposures and reduce credit risk posted by market fluctuations. Although MIAX Futures clears limited physically delivered contracts MIAX Futures and as such may face large credit exposures on final settlement days should a participant fail to perform on its delivery obligations. To mitigate this risk, MIAX Futures closely monitors clearing participant exposures during the delivery period and applies product-specific heightened risk management standards through its rules. As to credit risk of settlement banks, MIAX Futures rules require that clearing participants maintain accounts at a settlement bank approved by MIAX Futures. In addition, MIAX Futures monitors approved settlement and counterparty banks on an ongoing basis by performing financial reviews that evaluate, among other items, a bank's capital resources and liquidity.

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• Liquidity Risk — Liquidity risk is the risk MIAX Futures may not be able to meet its payment obligations on time. To help mitigate this risk, MIAX Futures monitors its liquidity requirements closely and maintains funds and assets in a manner which attempts to minimize the risk of loss or delay in the access by the clearing house to such funds and assets. For example, liquidity risks posed by clearing participants are addressed through the collection of margin and the posting of security deposits. On a daily basis, MIAX Futures calculates performance bond requirements for all of its clearing participants' portfolios and requires that clearing participants post funds to the clearing house to cover its margin requirement. MIAX Futures also maintains multiple lines a line of credit that could be drawn upon to increase liquidity in the event of a default of a clearing participant. Lastly, MIAX Futures holds sufficient liquid resources that will enable it to meet its financial intraday, same-day and multi-day obligations in the event to perform settlements with a high degree of of confidence under a default by the two clearing participants or their affiliates creating the largest combined loss to the clearing house in extreme but plausible market conditions. wide range of stress scenarios.

• Market Risk — Market risk, including procyclicality, is another a source of risk faced by MIAX Futures. To help mitigate market risk, the clearing house establishes performance bond requirements designed to limit the likelihood of procyclical changes in such requirements and mitigate costly and disruptive adjustments to performance bond requirements in periods of high market volatility. Specifically, MIAX Futures rules provide that when calculating performance bond requirements, the clearing house will include measures designed to limit procyclicality that are equivalent to at least one of the options listed in Article 1, paragraph 2(b) of the European Commission's Implementing Decision 2016/377, when required.

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Controls and procedures 2 changes

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Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this Quarterly Report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June September 30, 2026.

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There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) that have occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Recent Sales of Unregistered Securities and Use of Proceeds 18 changes

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There were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

For the three months ended September 30, 2026, we issued and sold the securities described below without registration under the Securities Act.

From July 1, 2026 through September 30, 2026, we issued an aggregate of 121,970 shares of common stock in connection with (i) the conversion of semi-annually accrued but unpaid interest under a promissory note in the principal amount of $1,518,559, and (ii) the exercise of warrants by certain of our holders for $175,000 in cash consideration and the surrender of 128,468 shares of common stock pursuant to cashless exercises.

Total Number of Shares Issued

Aggregate Consideration

7/1/2026 2,939 Conversion of $60,243 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $20.50.

8/19/2026 6,866 Surrender of 5,634 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $20.00 per share.

8/28/2026 9,255 Surrender of 13,244 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $26.00 per share.

9/1/2026 40,200 Surrender of 59,800 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $26.00 per share.

9/16/2026 50,210 Surrender of 49,790 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $21.00 per share.

The transactions described above did not involve any underwriters, underwriting discounts or commissions or any public offering. The issuances of the securities described above were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.

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The table below reflects the acquisition of common stock by the Company in the three months ended June September 30, 2026. These shares consisted of shares retained to cover tax withholding obligations in connection with the vesting of restricted stock awards.

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April 1 to April 30, 2026

May 1 to May 31, 2026

June 1 to June 30, 2026

July 1 to July 31, 2026

August 1 to August 30, 2026

September 1 to September 30, 2026

Other information 7 changes

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The directors and officers who informed the Company of the adoption , modification or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408(c) of Regulation S-K) during the quarter ended June September 30, 2026, are described in the table below. Each such plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act ("Rule 10b5-1 Plan").

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Executive Vice President, Chief Strategy Officer

Adoption 5/27/2026 up to 41,667 shares to be sold

Adoption 6/1/2026 up to 18,000 shares to be sold

Adopted 8/10/2026 up to 28,600 shares to be sold

Executive Vice President, New Product Development

Adopted 9/11/2026 up to 61,590 shares to be sold

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