MIAX 10-K & 10-Q changes, risk factors and insider trading

Data as of and for the three and six months ended MarchJune 31,30, 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.

We operate markets across a diverse number of asset classes including options, futures and cash equities and are developing a portfolio of new products.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, an FCM. We also trade Hard Red Spring Wheat futures and options on MIAX Futures. Through MIAX Futures Clearing, we also offer clearing services for U.S. futures and options on futures. We also owned MIAXdx, a DCM,FCM and a DCONotice priorRegistered toBroker-Dealer with the dispositionNational Futures Association for purposes of MIAXdxfacilitating intransactions Januaryof 2026.security futures.

On June 5, 2025, MIH, through MIH East Holdings, Limited (“MIH East”), completed the TISE Acquisition. Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISEG. The total cash consideration paid for the TISE Acquisition was approximately £51.5 million ($69.7 million).

In August 2025, we paid the entire outstanding balance of the term loan and incremental term loan for $178.4 million, inclusive of accrued interest and a prepayment premium. In December 2025, in connection with the our secondary offering, an aggregate of 3,690,079 warrants were exercised on a cashless basis, resulting in the issuance of 3,065,826 shares of our common stock. During the first quarter of 2026, the remainder of the warrants were exercised, resulting in no warrants outstanding as of March 31, 2026.exercised.

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 million locked reward Pyth tokens, which will be unlockedunlock at various times during 2025 through 2028. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.

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 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 million and were included in other assets, net in the condensed consolidated balance sheet. The remaining 250125 million locked tokens willare expected to be distributed to BSX by the Pyth Network at the time ofupon unlocking and are expected to be unlocked at a rate of 125 million tokens each on May 20, 2026 and May 20, 2027. ThisThe right to receive these Pyth tokens meets the definition of a derivative and is recognizedmeasured at fair value at each reporting date recorded in derivative assets (current and noncurrent) in the condensed consolidated balance sheetsdate, with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of MarchJune 31,30, 2026, the fair value of derivative assets associated with the 250125 million locked Pyth tokens amountedwas to$3.8 $8.6million million.and presented as derivative assets in the condensed consolidated balance sheet.

Options. The Options segment includes our business operations relating to listed options on the stocks of individual equity options and options on ETPs, such as ETFs, which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, which are all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the sale of proprietary market data, index licensing and access services.

Futures. The Futures segment includes our business operations relating to futures transaction services provided by our futures exchange and clearing house, MIAX Futures. These services include offerings for trading and clearing of futures products, the licensing of proprietary market data, listings fees, as well as access services. Also included is Dorman Trading, a full-service FCM registered with the CFTC.CFTC and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC was included within the Futures segment until it was sold by the Company in January 2026.

International. The International segment includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds and private equity debtdebt, equities, investment funds, and real estate investment trust by TISE.

•continuing pressure in transaction fee pricing due to intense competition and the proposed new ORF model and the impact on regulatory fee revenue;

The following tables summarize each customer’s revenue concentration as a percentage of the Company’s total revenues during the three and six months ended MarchJune 31,30, 2026 and 2025:

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, and unrealized gains and losses on derivative assets (right to receive Pyth tokens). and digital assets.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

The following summarizes changes in financial performance for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025 (in thousands, except share, per share amounts and percentages):

(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,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, and unrealized gain/loss on derivative assets.and digital assets, loss on sale of intangible asset, 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.

(3)Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs,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 gain/loss on derivative and digital assets, loss on sale of intangible asset, 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.

(1)Share-based compensation represents expenses associated with stock options of $4.6$2.8 million, restricted stock awards of $4.3$2.4 million, restricted stock units of $1.8 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $8.9$7.1 million is made up of $8.2$5.2 million to employees within compensation and benefits, $0.4$0.2 million to service providers within professional fees and outside services, and $0.2$1.6 million to directors within general, administrative, and other.

(2)Investment gainloss of $1.4$4.0 million represents an unrealized gainloss on marketable equity securities.

(3)Litigation costs areand settlement associated with ongoing litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.

(4)Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 250125 million Pyth tokens that remain locked by the Pyth Network as of MarchJune 31,30, 2026.

(5)Represents an adjustment to the gain on the sale of MIAXdx in January 2026.

(2)Investment gain of $1.5$9.1 million represents an unrealized gain of $8.6 million from the TISE acquisition, and $0.5 million of unrealized gain on available for sale marketable securities.

(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.

(7)ReflectsRepresents the unrealizedrealized loss resulting fromon the mark-to-marketsecond valuationtranche of the 375125 million Pyth tokens that remainwere lockedunlocked in the second quarter of 2025 by the Pyth Network asand sold by BSX during the second quarter of March 31, 2025.

(1)Share-based compensation represents expenses associated with stock options,options of $7.4 million, restricted stock awards of $6.7 million, restricted stock units of $1.8 million, and warrants of $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $16.0 million is made up of $13.4 million to employees within compensation and benefits, $0.7 million to service providers within professional fees and outside services, and $1.9 million to directors within general, administrative, and other.

(2)RepresentsInvestment loss of $2.6 million represents an unrealized gain or loss on marketable equity securities.

(3)Litigation costs areand settlement associated with ongoing litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.

(7)ReflectsRepresents the unrealizedrealized loss resulting fromon the mark-to-marketsecond valuationtranche of the 125 million Pyth tokens that remainwere lockedunlocked in the second quarter of 2025 by the Pyth Network asand sold by BSX during the second quarter of each balance sheet date.2025.

The following summarizes changes in certain operational and financial metrics for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.

We believe the growth in Options Market ADV for the three months ended MarchJune 31,30, 2026 compared to the prior period of 18.8%26.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.