Slides
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Q3 2025 Earnings Presentation November 2025
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Forward-Looking Statements This presentation and the accompanying oral presentation contain forward-looking statements about Miami International Holdings, Inc.’s (referred to herein as “our”, “we”, the “Company” or “MIAX”) and the industry in which MIAX operates, including statements regarding our expectations with respect to the continued growth of our market share, our development of proprietary products, our expansion into international markets and new asset classes, our ability to monetize and enhance our data and analytics capabilities, our future operating expenses and our financial performance, which are subject to known and unknown uncertainties and contingencies outside of MIAX’s control and which are largely based on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financing needs. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or similar express ions and the negatives of those terms. These statements are only predictions based on our current expectations and projections about future events. MIAX’s actual results, events, or circumstances may differ materially from these statements. Information in this presentation and the accompanying oral presentation also includes statements relating to past performance, which, together with forward-looking statements, should not be regarded as a reliable indicator of future performance. Further information on these and other factors are detailed in MIAX’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its annual reports on Form 10-K and quarterly reports on Form 10-Q, which are available on MIAX’s investor relations website at http://ir.miaxglobal.com and the SEC’s website at www.sec.gov. These forward-looking statements are based on assumptions and expectations that may not be correct, may have changed rapidly since the date the forward-looking statements were made, and relate only to events as of the date on which the statements are made. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments. Website Disclosure MIAX intends to use its website, ir.miaxglobal.com, as a means for disclosing material non-public information and for complying with SEC Regulation FD in addition to other disclosure obligations. Industry and Market Data This presentation includes market share, financials and industry data that we obtained from industry publications and surveys, reports of governmental agencies, third-parties and internal company surveys. Industry publications and surveys generally state that the information they contain has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data and financials from third-party sources nor have we ascertained the underlying economic assumptions relied upon therein. Statements as to our market position are based on the most currently available market data. While we are not aware of any misstatements regarding industry data and financials presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. Trademarks We own MIAX®, MIAX Options®, MIAX Pearl®, MIAX Emerald® and MIAX Sapphire® as registered trademarks or service marks in the United States and certain other jurisdictions. MIAX Futures and TINI are currently pending. All other trademarks and service marks are the property of their respective owners. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of MIAX by, any other entity. Non-GAAP Measures This presentation includes certain Non-GAAP measures as defined under SEC rules, including, among others, adjusted net revenue, adjusted operating expenses, adjusted earnings, adjusted EBITDA, adjusted EBITDA margin and Adjusted EPS. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. The non-GAAP financial measures used by MIAX may differ from the non-GAAP financial measures used by other companies. You should review the reconciliations of these non-GAAP measures to the most directly comparable GAAP measure included as an Appendix to this presentation and not rely on any single financial measure to evaluate our business. Key Performance Indicators Managements focuses on a variety of key indicators to plan, measure and evaluate our business and financial performance. Please refer to Item 2. Management's Discussion and Analysis of Financial Condition within our Form 10-Q for the third quarter ended September 30, 2025, for additional information on operational and financial metrics and measures. Disclaimer 2
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BUSINESS REVIEW
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3Q25 Highlights FINANCIAL PERFORMANCE ⚫ 57% increase YoY in adjusted net revenue(1) to record $109mm ⚫ 157% increase YoY in adjusted EBITDA(2) to record $48mm ⚫ Adjusted diluted earnings per share(3) of $0.42 OPERATIONAL PERFORMANCE ⚫ 24% increase (+336bps) YoY in options market share to 17.2% for the quarter(4) ⚫ Options ADV of 9.6mm, a 56% increase YoY ⚫ Equities total ADV held flat at 188mm, while capture increased $0.025 ⚫ Futures ADV declined (35%) to 8.0k, while open interest decreased 3.5% CAPITAL MANAGEMENT ⚫ $397mm in cash raised during initial public offering on August 14, 2025 ⚫ Fully repaid and retired 2029 senior secured term loan on August 18, 2025 ⚫ Total cash and cash equivalents of $401mm as of September 30, 2025 ⚫ Total outstanding debt of $6.5mm as of September 30, 2025 4 Notes: 1. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix 2. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets. Adjusted EBITDA is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 3. Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments. Adjusted 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 is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 4. U.S. multi-listed options
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MIAX at-a-Glance • Leading exchange group across multiple asset classes and geographies • Advanced, in-house built proprietary technology, differentiated by speed, performance, risk protections and scalability • Fully automated exchanges built to meet high-performance quoting demands of the U.S. options industry • Strong relationships with leading trading firms, innovative culture and award-winning customer service • Growth opportunities supported by broad portfolio of exchange and clearing licenses U.S. Options International Listing and trading of investment funds, debt issues, structured products and UK REITs(4) 17.2% Market Share(1) U.S. Equities 1.1% Market Share(2) U.S. Futures Vertically Integrated Futures Exchange and Clearing House Minneapolis Hard Red Spring Wheat Full-Service FCM Hourly Bitcoin Binary Options Listing and trading of equities, debt issues, derivative warrants and insurance linked securities MIAX Options MIAX Emerald MIAX Pearl MIAX Sapphire 5,808 Total Securities Listed(3) MIAX Futures MIAX Derivatives Exchange MIAX Pearl Equities Dorman Trading BSX 5 Notes: 1. MIAX Group 3Q’25 U.S. multi-listed options market share per Options Clearing Corporation (OCC); Includes equity and ETF options 2. MIAX Group 3Q’25 U.S. cash equities market share 3. As of September 30, 2025, includes The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE) listings 4. Real Estate Investment Trust
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Our End Markets Continue to Benefit From Secular Tailwinds 13%CAGR Industry Tailwinds Heightened Market Volatility Growing Retail Base of Market ParticipantsTechnological Advances Proliferation of New Financial Products and Asset Classes $ Increased Sophistication of Trading Strategies Exchange-Traded Options Industry Volume ADV (mm) U.S. Options Market 11% ADV CAGR 54 15 Equity Markets Industry Volume ADV (mm) U.S. Equities Market(3) 8% ADV CAGR ~6,400 ~17,200 Exchange-Traded Futures Industry Volume ADV (mm) U.S. Futures Market 8% ADV CAGR 13 32 (1) (2) 6 Source: The Options Clearing Corporation, The Futures Industry Association, The Consolidated Tape Association Notes: 1. Multi-listed U.S. options market includes equity and ETF options 2. YTD ADV through Q3’25 3. Includes both on-exchange and off-exchange volume (2) (2)
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($ in 000s, unless noted) Q3’25 Q3’24 YoY change (%) ADV (k) 9,624 6,164 56.1% Market Share(1) 17.2% 13.9% 23.7% RPC ($) $0.103 $0.095 8.4% Adjusted Net Revenue(2) $94,499 $60,925 55.1% Adjusted EBITDA(3) $69,120 $40,733 69.7% 3Q25 Update: Options 7 Notes: 1. U.S. multi-listed options market share 2. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix 3. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets. Adjusted EBITDA is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix ⚫ MIAX Sapphire trading floor launched on September 12, 2025 ⚫ Continued profitable growth and market share gains ⚫ +336bps YoY market share(1) increase ⚫ ~8% YoY RPC growth U.S. Options Highlights
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($ in 000s, unless noted) Q3’25 Q3’24 YoY change (%) ADV 8,022 12,252 (34.5%) Open Interest 76,866 79,682 (3.5%) RPC ($) $2.369 $2.508 (5.5%) Adjusted Net Revenue(1) $4,786 $5,288 (9.5%) Adjusted EBITDA(2) ($9,563) ($8,027) NM 3Q25 Update: Futures Notes: 1. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix 2. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets. Adjusted EBITDA is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix ⚫ MIAX Futures Onyx trading platform launched on June 29, 2025 ⚫ Planned listing of futures on the Bloomberg 500 Index and Bloomberg 100 Index in H1 2026 ⚫ Futures volume declined due to participant migrations to MIAX Futures Onyx and lower commodity market volatility, with open interest remaining relatively stable vs prior year levels U.S. Futures Highlights 8
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Update on Bloomberg Partnership 9 Broadens distribution of products, especially among retail customers Enables listing and trading exclusive and proprietary products Provides Clearing-as-a-Service capabilities Powers ultra-low latency and high- throughput trading experience Enables real-time, end-to-end clearing FCM DCM DCO Proprietary Technology New Clearing System Product Development Collaborations with Market Participants New Proprietary MIAX Products Product Licensing Arrangements New Product Listing and Clearing Opportunities Jun 2025 Launch Proprietary Index Products on MIAX Options and Futures Exchanges Launch of MIAX Futures Onyx Trading Platform A Vertically Integrated Futures Ecosystem Sep 2024 Announces Index Licensing Agreement with Bloomberg H1 2026 Planned Launch of Futures on B100 Index Planned Launch of Futures on B500 Index 2026 Following Launch of Futures Planned Launch of Cash Options on B500 Index Planned Launch of Cash Options on B100 Index Bloomberg TV has a dedicated studio on the MIAX Sapphire Trading Floor
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($ in 000s, unless noted) Q3’25 Q3’24 YoY change (%) Total Securities Listed(6) 5,808 1,334 335% Adjusted Net Revenue(3) $5,533 $806 NM Adjusted EBITDA(4) $1,729 ($1,682) NM 3Q25 Update: Equities and International Notes: 1. U.S. cash equities market share 2. Per 100 shares 3. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix 4. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets. Adjusted EBITDA is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 5. As of September 30, 2025, includes The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE) listings 6. Q3’25 includes BSX and TISE listings. Q3’24 is only BSX ⚫ 5,808 Total Securities Listed(5) ⚫ Expanding into EU time zone and increasing recurring listing revenue stream International Highlights ($ in 000s, unless noted) Q3’25 Q3’24 YoY change (%) ADV (mm) 188 188 0.0% Market Share(1) 1.1% 1.6% (31.3%) Capture ($)(2) ($0.015) ($0.040) NM Adjusted Net Revenue(3) $4,352 $2,234 94.8% Adjusted EBITDA(4) ($889) ($2,494) NM ⚫ 0.5 pts decrease in YoY market share(1) ⚫ 95% YoY adjusted revenue growth U.S. Equities Highlights 10
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Drivers of Long-Term Growth Continuing to Grow Our Options Exchanges Increasing Our International Presence Further Monetizing and Enhancing Our Data and Analytics Capabilities Growing Our Cash Equities Exchange Expanding Our Futures Markets Creating New Product Offerings 11
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Solid Foundation in Place to Enable Growth as a Global, Tech-Driven, Multi-Asset Class Market Leader 12
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FINANCIAL RESULTS
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Open Interest Strong Momentum in KPIs Notes: 1. Multi-listed U.S. options market includes equity and ETF options 2. Revenue per contract 3. Per 100 shares 6,930 6,163 6,164 7,574 8,582 8,767 9,624 $0.078 $0.088 $0.095 $0.100 $0.106 $0.117 $0.103 $0.000 $0.020 $0.040 $0.060 $0.080 $0.100 $0.120 $0.140 $0.160 $0.180 $0.200 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 10000 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 RPC (ADV of Multi-Listed Options Contracts(1), k) MIAX Options Exchanges Market share (2) 11,824 14,385 12,252 12,142 18,002 18,142 8,022 $2.525 $2.524 $2.508 $2.531 $2.426 $1.982 $2.369 $0.000 $1.000 $2.000 $3.000 $4.000 $5.000 $6.000 0 2000 4000 6000 8000 10000 12000 14000 16000 18000 20000 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 RPC (ADV of Futures Contracts) MIAX Futures (2) (ADV of Equity Shares, mm) MIAX Pearl Equities 216 202 188 187 176 195 188 ($0.044) ($0.040) ($0.040) ($0.034) ($0.020) ($0.014) ($0.015) ($0.100) ($0.080) ($0.060) ($0.040) ($0.020) $0.000 $0.020 0 50 100 150 200 1Q'24 2Q'24 3Q'24 4Q'24 1Q'25 2Q'25 3Q'25 Equity Capture Market share (3) 14 16.0% 14.7% 13.9% 15.9% 16.0% 16.7% 17.2% 1.8% 1.7% 1.6% 1.4% 1.1% 1.1% 1.1% 75k 80k 80k 97k 95k 64k 77k
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$8mm $40mm 3Q24 3Q25 $19mm $48mm 3Q24 3Q25 $70mm $109mm 3Q24 3Q25 3Q25 Financial Summary 15 +57% MIAX’s Adj. Net Revenue(1) Growth 3Q25 YTD: $306mm MIAX’s Adj. EBITDA(2) Expansion MIAX’s Adj. Earnings(3) Growth 27% Margin: 44% +383% 3Q25 YTD: $137mm 45% Adj. EBITDA Margin 3Q25 YTD: $108mm +157% Notes: 1. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix 2. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets. Adjusted EBITDA is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 3. Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments.
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$27.7 $34.1 $7.3 $9.3 $2.3 $3.6 $10.1 $9.1 $0.7 $0.8 $3.2 $4.8 $51.1 $61.6 0%20%40%60%80%100%120%140%160%180%200%220%240%260%280%300%320%340%360%380%400%420%440%460%480%500%520%540%560%580%600%620%640%660%680%700%720%740%760%780%800%820%840%860%880%900%920%940%960%980%1000%1020%1040%1060%1080%1100%1120%1140%1160%1180%1200%1220%1240%1260%1280%1300%1320%1340%1360%1380%1400%1420%1440%1460%1480%1500%1520%1540%1560%1580%1600%1620%1640%1660%1680%1700%1720%1740%1760%1780%1800%1820%1840%1860%1880%1900%1920%1940%1960%1980%2000%2020%2040%2060%2080%2100%2120%2140%2160%2180%2200%2220%2240%2260%2280%2300%2320%2340%2360%2380%2400%2420%2440%2460%2480%2500%2520%2540%2560%2580%2600%2620%2640%2660%2680%2700%2720%2740%2760%2780%2800%2820%2840%2860%2880%2900%2920%2940%2960%2980%3000%3020%3040%3060%3080%3100%3120%3140%3160%3180%3200%3220%3240%3260%3280%3300%3320%3340%3360%3380%3400%3420%3440%3460%3480%3500%3520%3540%3560%3580%3600%3620%3640%3660%3680%3700%3720%3740%3760%3780%3800%3820%3840%3860%3880%3900%3920%3940%3960%3980%4000%4020%4040%4060%4080%4100%4120%4140%4160%4180%4200%4220%4240%4260%4280%4300%4320%4340%4360%4380%4400%4420%4440%4460%4480%4500%4520%4540%4560%4580%4600%4620%4640%4660%4680%4700%4720%4740%4760%4780%4800%4820%4840%4860%4880%4900%4920%4940%4960%4980%5000%5020%5040%5060%5080%5100%5120%5140%5160%5180%5200%5220%5240%5260%5280%5300%5320%5340%5360%5380%5400%5420%5440%5460%5480%5500%5520%5540%5560%5580%5600%5620%5640%5660%5680%5700%5720%5740%5760%5780%5800%5820%5840%5860%5880%5900%5920%5940%5960%5980%6000%6020%6040%6060%6080%6100%6120%6140%6160%6180%6200%6220%6240%6260%6280%6300%6320%6340%6360%6380%6400%6420%6440%6460%6480%6500% 3Q24 3Q25 General, Administrative and Other Marketing and Business Development Professional Fees and Outside Services Occupancy Costs Information Technology and Communication Costs Compensation and Benefits GAAP Expenses $70.7mm $109.8mm Headcount(2) 363 442 3Q25 Adjusted Operating Expenses Detail Adjusted Operating Expenses(1) ($mm) ⚫ 3Q25 adj. operating expenses(1) of $61.6mm, up 20% YoY ⚫ Compensation and benefits increased $6.4mm driven by increased headcount, including the acquisition of TISE ⚫ Information technology and communication costs increased $2.0mm primarily driven by buildout of the MIAX Sapphire exchange and the new MIAX Futures and BSX trading platforms ⚫ 3Q25 IPO-related share-based compensation drove adjustment from GAAP expenses to adj. operating expenses(1) 3Q25 PERFORMANCE 16 Notes: Totals may not foot due to rounding 1. Defined as total operating expenses excluding share-based compensation, litigation, depreciation and amortization, one time IPO payments, impairment charges, settlement fee, and acquisition related costs. Adjusted operating expenses is a non-GAAP measure 2. Headcount at period end
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$0.3 $0.3 $0.8 $5.5 $5.3 $4.8 $2.2 $4.4 $60.9 $94.5 $69.6 $109.5 3Q24 3Q25 3Q25 Adjusted Net Revenue by Segment and Key Drivers Segment Net Rev. Growth Key Drivers Options +$33.6mm +55% YoY Growth ⚫ Higher net transaction fees due to: ⚫ Record multi-listed options market share of 17.2% ⚫ Record multi-listed options industry ADV of 55.8 million contracts ⚫ Record MIH ADV of 9.6 million contracts ⚫ Higher RPC Equities +$2.1mm ⚫ Higher net transaction fees due to improved capture rate Futures ($0.5)mm ⚫ Change due to the market participant migrations to MIAX Futures Onyx and lower commodity market volatility, partially offset by the elimination of expenses related to CME Globex International +$4.7mm ⚫ Change due to the acquisition of TISE Adj. Net Revenue(1) ($mm) +57% 17 Notes: Totals may not foot due to rounding 1. Defined as total revenues less cost of revenues excluding non-cash expenses related to the equity rights programs. Adjusted net revenue is a non-GAAP measure; for a reconciliation to the nearest GAAP measure, see Appendix Other Other
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Strengthened Balance Sheet Post-IPO Q3’25 Q4’24 Assets Cash and cash equivalents 401,482 150,341 Cash and securities segregated under federal and other regulations 29,509 30,809 Restricted cash 6,005 6,270 Other current assets 355,025 385,396 Total current assets 792,021 572,816 Goodwill and other intangible assets 253,864 161,042 Other assets 179,385 239,793 Total assets 1,225,270 973,651 Liabilities and equity Current portion of long-term debt 4,957 4,767 Long-term debt 1,506 32,268 Puttable common stock, net of current portion — 78,424 Puttable warrants issued with debt — 64,188 Other liabilities 386,898 426,387 Total liabilities 393,361 606,034 Total equity 831,909 367,617 Total liabilities and equity 1,225,270 973,651 18 ($ in 000s)
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APPENDIX
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Reconciliation of Non-GAAP Financials 20 ($ in 000s) Q3’25 Q3’24 Q3’25 Q3’24 Transaction and clearing fees 292,814 240,623 868,257 712,209 Access fees 27,096 22,490 77,285 66,787 Market data fees 10,730 9,143 30,625 24,808 Other revenue 9,138 4,400 18,472 12,372 Total revenues 339,778 276,656 994,639 816,176 Liquidity payments 217,286 167,797 606,983 525,399 Brokerage, clearing, and exchange fees 11,612 17,731 42,547 51,134 Section 31 fees - 20,241 35,225 40,108 Equity rights program - - - 1,975 Other cost of revenues 1,397 1,329 3,855 3,621 Total cost of revenues 230,295 207,098 688,610 622,237 Revenues less cost of revenues 109,483 69,558 306,029 193,939 Equity rights program - - - 1,975 Adjusted revenues less cost of revenue 109,483 69,558 306,029 195,914 3-Months Ending 9-Months Ending
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Reconciliation of Non-GAAP Financials (Cont’d) 21 ($ in 000s) Q3’25 Q3’24 Q3’25 Q3’24 Net income (loss) allocated to common shareholders (102,080) (3,204) (99,973) 99,232 Interest expense and amortization of debt issuance costs 3,378 2,208 12,710 9,532 Interest income (2,658) (840) (5,371) (1,976) Income tax provision (810) 1,559 528 2,721 Depreciation and amortization 8,229 6,045 21,337 17,107 EBITDA (93,941) 5,768 (70,769) 126,616 Investment (gain) loss (1) 239 979 (10,320) 1,595 Share-based compensation (2) 29,098 11,888 48,007 33,592 Litigation costs (3) 811 1,389 2,687 6,080 Acquisition-related costs (4) - - 2,901 - Change in fair value of puttable warrants issued with debt (5) 255 1,635 1,172 1,635 Change in fair value of puttable common stock (6) 338 6,791 2,229 8,149 Impairments charges (7) 1,978 - 2,717 - (Gain) loss on intangible asset (8) - - 2,054 (52,604) Unrealized (gain) loss on derivative assets (9) (7,979) (10,010) 39,039 (76,684) One time IPO payments (10) 8,048 - 8,048 - Warrant modifications (11) 1,516 - 1,516 - Loss on extinguishment of debt (12) 107,656 - 107,656 - Settlement fee (13) - 250 - 3,000 Settlement of induced conversion expense in common stock (14) - - - 1,365 Adjusted EBITDA 48,019 18,690 136,937 52,744 3-Months Ending 9-Months Ending 1) Represents unrealized gain or loss from the TISE investment or acquisition, netted off by unrealized gain or loss on available for sale marketable securities. 2) Represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers as well as the expense associated with the ERP. 3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. 4) Relates to the TISE Acquisition. 5) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. 6) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. 7) Impairment charges related to owned land and building impairments. 8) 2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024. 9) Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. 10) One time IPO bonuses paid to certain employees and termination payments to former directors. 11) Represents expense recognized upon the extension of expiration date of certain warrants. 12) Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan. 13) The Company recognized expense of $3.0 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. 14) Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.
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Reconciliation of Non-GAAP Financials (Cont’d) 22 ($ in 000s) Q3’25 Q3’24 Q3’25 Q3’24 Net income (loss) allocated to common shareholders (102,080) (3,204) (99,973) 99,232 Investment (gain) loss (1) 239 979 (10,320) 1,595 Share-based compensation (2) 29,098 11,888 48,007 33,592 Litigation costs (3) 811 1,389 2,687 6,080 (Gain) loss on intangible asset (4) - - 2,054 (52,604) Unrealized (gain) loss on derivative assets (5) (7,979) (10,010) 39,039 (76,684) Change in fair value of puttable common stock (6) 338 6,791 2,229 8,149 Change in fair value of puttable warrants issued with debt (7) 255 1,635 1,172 1,635 Acquisition-related costs (8) - - 2,901 - Impairments charges (9) 1,978 - 2,717 - One time IPO payments (10) 8,048 - 8,048 - Warrant modifications (11) 1,516 - 1,516 - Loss on extinguishment of debt (12) 107,656 - 107,656 - Settlement fee (13) - 250 - 3,000 Settlement of induced conversion expense in common stock (14) - - - 1,365 Tax effect of adjustments (15) 67 (1,445) - (18) Adjusted earnings 39,947 8,273 107,733 25,342 3-Months Ending 9-Months Ending 1) Represents unrealized gain or loss from the TISE investment or acquisition, netted off by unrealized gain or loss on available for sale marketable securities. 2) Represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers as well as the expense associated with the ERP. 3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. 4) 2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024. 5) Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. 6) The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. 7) The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. 8) ) Relates to the TISE Acquisition 9) Impairment charges related to owned land and building impairments. 10) One time IPO bonuses paid to certain employees and termination payments to former directors. 11) Represents expense recognized upon the extension of expiration date of certain warrants. 12) Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan. 13) The Company recognized expense of $3.0 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. 14) Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.
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Reconciliation of Non-GAAP Financials (Cont’d) 23 ($ in 000s) Q3’25 Q3’24 Q3’25 Q3’24 Total operating expenses 109,788 70,717 256,750 203,922 (+) Share-based compensation - Compensation and benefits (27,816) (10,179) (44,737) (28,013) (+) Share-based compensation - Professional fees and outside services (909) (1,219) (2,154) (2,268) (+) Share-based compensation - General, administrative, and other (373) (490) (1,116) (1,336) (=) Total share-based compensation (1) (29,098) (11,888) (48,007) (31,617) Litigation - Professional fees and outside services (2) (811) (1,389) (2,687) (6,080) Depreciation and amortization (8,229) (6,045) (21,337) (17,107) (+) One time IPO payments - Compensation and benefits (6,848) - (6,848) - (+) One time IPO payments - General, administrative, and other (1,200) - (1,200) - (=) Total One time IPO payments (3) (8,048) - (8,048) - Impairment of long-lived assets - General, administrative, and other (4) (1,978) - (2,717) - Acquisition-related costs (5) - - (2,901) - Settlement fee - General, administrative, and other (6) - (250) - (3,000) Total adjusted operating expenses 61,624 51,145 171,053 146,118 3-Months Ending 9-Months Ending 1) Q3’25 includes $24.6 million restricted stock awards, and $3.2 million options. Q3’24 includes $7.2 million restricted stock awards, and $2.9 million options. Q3’25 year to date September includes $36.7 million restricted stock awards, and $8.0 million options. Q3’24 year to date September includes $20.4 million restricted stock awards, and $7.6 million options. 2) Q3’25 includes $0.4 million restricted stock awards, $0.2 million options, and $0.3 million warrants. Q3’24 includes $0.1 million restricted stock awards, $0.2 million options, and $1.0 million warrants. Q3’25 year to date September includes $0.7 million restricted stock awards, $0.5 million options, and $1.0 million warrants. Q3’24 year to date September includes $0.3 million restricted stock awards, $0.3 million options, and $1.6 million warrants. 3) Q3’25 includes $0.1 million restricted stock awards, and $0.3 million options. Q3’24 includes $0.2 million restricted stock awards, and $0.3 million options. Q3’25 year to date September includes $0.4 million restricted stock awards, and $0.8 million options. Q3’24 year to date September includes $0.6 million restricted stock awards, and $0.7 million options 4) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. 5) One time IPO bonuses paid to certain employees and termination payments to former directors. 6) Impairment charges related to owned land and building impairments. 7) Relates to the TISE Acquisition. 8) The Company recognized expense of $3.0 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement. Footnotes may not equal subtotals due to rounding
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Share Count Sensitivity 24 The pro forma adjusted fully diluted weighted average shares outstanding and assumed share prices provided in the table above are being provided for illustrative purposes only and do not purport to represent what fully diluted weighted averages shares outstanding or our share price may be for any future period. The trading price of our common stock could be volatile, and there can be no guarantee that actual trading prices will be at or above the assumed prices provided in the table above. Pro forma adjusted fully diluted weighted average shares outstanding is computed by adjusting the weighted average shares of common stock outstanding to give effect to potentially dilutive securities, including certain shares of common stock underlying outstanding options, restricted share awards, warrants, and convertible debt using the treasury stock method. This adjustment is made for purposes of calculating pro forma adjusted fully diluted weighted average shares outstanding only and does not necessarily reflect the amount of exchanges that may occur in the future. Fully Diluted Weighted Average Shares Assumed Average Share Price Quarter Ending Dec. 31, 2025 $30.00 105,478,411 $35.00 107,908,599 $40.00 109,731,237 $45.00 111,148,844 $50.00 112,282,929
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