Slides
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Q2 2026 Earnings Presentation miax®
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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 guidance on our financialperformance for the full year of 2026, 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 ourfinancial 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 “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or similar expressions 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 report on Form 10-K for the year ended December 31, 2025, which is 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 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. Any forward-looking statement speaks only as of the date on which the statement is made and 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®, MIAX Sapphire® and MIAX Futures®, as registered trademarks or service marks in the United States and certain other jurisdictions. TINI is 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 operating expenses, adjusted effective tax rate, adjusted earnings, adjusted EBITDA, adjusted EBITDA margin and Adjusted EPS. These non-GAAP measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations 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. Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without “unreasonable efforts.” The Company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations. 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 in our Form 10-Q for the quarter ended June 30, 2026, for additional information on operational and financial metrics and measures. Disclaimer 2
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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) 16.5% Q2’26 Market Share (1) U.S. Equities 0.9% Q2’26 Market Share(2) U.S. Futures Vertically Integrated Futures Exchange and Clearing House Minneapolis Hard Red Spring Wheat Full service FCM & Notice Registered BD with NFA for purposes of facilitating transactions of security futures Listing and trading of equities, debt issues, derivative warrants and insurance linked securities MIAX Options MIAX Emerald MIAX Pearl MIAX Sapphire 6,109 Total Securities Listed(3) MIAX Futures MIAX Pearl Equities Dorman Trading BSX 3 Notes: 1. MIAX Group 2Q’26 U.S. multi-listed options market share per Options Clearing Corporation (OCC); Includes equity and ETF options 2. MIAX Group 2Q’26 U.S. cash equities market share 3. As of June 30, 2026, includes The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE) listings 4. Real Estate Investment Trust TISE
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Q2 2026 Highlights FINANCIAL PERFORMANCE ⚫ Net revenue(1) +35% YoY to record $141mm ⚫ Adjusted EBITDA(2) +57% YoY to record $77mm ⚫ Adjusted EBITDA margin increased >700 bps YoY to 54% ⚫ Adjusted diluted earnings per share(3) of $0.48 OPERATIONAL PERFORMANCE ⚫ Options market share(4) of 16.5% in Q2’26 vs 16.7% in Q2’25 ⚫ Options ADV of 11.0mm, +25% YoY ⚫ Options revenue per contract (RPC) +6% YoY ⚫ Equities total ADV relatively flat at 186mm; capture increased by $0.013 ⚫ Agricultural Futures ADV -29% to 13k; open interest +40% CAPITAL MANAGEMENT ⚫ Total cash and cash equivalents of $660mm as of June 30, 2026 ⚫ Total outstanding debt of $1.5mm as of June 30, 2026 4 Notes: 1. Defined as total revenues less cost of revenues. 2. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition -related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, impairment charges, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 3. Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs, litigation settlement acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, impairment charges, loss on sale of intangible assets, and unrealized gain/loss on derivative and digital assets, and income tax effect. Adjusted diluted earnings per share represents adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share. Adjusted earnings is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 4. U.S. multi-listed options
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($ in 000s, unless noted) Q2’26 Q2’25 YoY change (%) ADV (k) 10,989 8,767 25.3% Market Share(1) 16.5% 16.7% (1.2%) RPC ($)(2) $0.124 $0.117 6.0% Net Revenue(3) $124,394 $92,765 34.1% Adjusted EBITDA(4) $96,735 $67,011 44.4% Adjusted EBITDA Margin(5) 77.8% 72.2% 7.8% Q2 2026 Update: Options 5 Notes: 1. U.S. multi-listed options market share 2. Revenue per contract 3. Defined as total revenues less cost of revenues 4. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition -related costs, impairment charges, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 5. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. ⚫ Continued profitable growth ⚫ Industry ADV +27% YoY ⚫ Non-transaction revenue +36% YoY Key Drivers
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($ in 000s, unless noted) Q2’26 Q2’25 YoY change (%) Agricultural ADV 12,957 18,142 (28.6%) Agricultural Open Interest(1) 89,703 63,880 40.4% Agricultural RPC ($)(2) $2.262 $1.983 14.1% Financial ADV(3) 7,949 - NM Net Revenue(4) $5,094 $4,990 2.1% Adjusted EBITDA(5) ($9,513) ($8,951) NM Q2 2026 Update: Futures Notes: 1. Open interest at period end 2. Revenue per contract 3. Financial futures launched on May 17 (trade date May 18). Accordingly, ADV is calculated as total contracts for the period di vided by total trading days for the period beginning on May 18, representing 30 trading days. 4. Defined as total revenues less cost of revenues 5. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition -related costs, impairment charges, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix ⚫ Net transaction fees flat as increases in agricultural futures offset by inverted financial futures revenue ⚫ Record ADV post-migration to MIAX Futures Onyx ⚫ Launched Bloomberg B500, Tini B500, and Tini B100 equity index products using incentive programs to promote liquidity Key Drivers 6
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Q2 2026 Update: Equities Notes: 1. U.S. cash equities market share 2. Per 100 shares 3. Defined as total revenues less cost of revenues 4. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition -related costs, impairment charges, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 7 ($ in 000s, unless noted) Q2’26 Q2’25 YoY change (%) ADV (mm) 186 195 (4.6%) Market Share(1) 0.9% 1.1% (18.2%) Capture ($)(2) ($0.001) ($0.014) NM Net Revenue(3) $5,542 $4,363 27.0% Adjusted EBITDA(4) $(490) ($910) NM ⚫ Higher net transaction fees drove +27% YoY revenue growth ⚫ Improved capture YoY Key Drivers
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Q2 2026 Update: International Notes: 1. Open interest at period end 2. Defined as total revenues less cost of revenues 3. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, and settlement, acquisition -related costs, impairment charges, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 4. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. ⚫ Securities listed(1) +6% YoY to 6,109 ⚫ Streamlining sales and marketing for international listings business Key Drivers 8 ($ in 000s, unless noted) Q2’26 Q2’25 YoY change (%) Securities Listed(1) 6,109 5,757 6.1% Net Revenue(2) $5,744 $2,291 150.7% Adjusted EBITDA(3) $1,983 ($616) NM Adjusted EBITDA Margin(4) 34.4% NM NM
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Financial Results
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Open Interest(4) 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 4. Open interest at period end 8,582 8,767 9,624 11,095 10,865 10,989 $0.106 $0.117 $0.103 $0.106 $0.110 $0.124 $0.000 $0.020 $0.040 $0.060 $0.080 $0.100 $0.120 $0.140 $0.160 $0.180 $0.200 0 2000 4000 6000 8000 10000 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 RPC (ADV of Multi-Listed Options Contracts(1), k) MIAX Options Exchanges Market share (2) 18,002 18,142 8,022 8,188 10,816 12,957 $2.426 $1.982 $2.369 $2.281 $1.982 $2.262 $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 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 RPC (ADV of Futures Contracts) MIAX Agricultural Futures (2) (ADV of Equity Shares, mm) MIAX Pearl Equities 176 195 188 173 177 186 ($0.020) ($0.014) ($0.015) $0.000 $0.005 ($0.001) ($0.100) ($0.040) $0.020 0 50 100 150 200 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26 Capture Market share (3) 10 16.0% 16.7% 17.2% 18.2% 0.9%1.1%1.1%1.1% 95k 64k 77k 69k17.3% 0.9% 81k16.5% 0.9% 90k
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Q2 2026 Financial Summary 11 Notes: 1. Defined as total revenues less cost of revenues 2. Defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition -related costs, impairment charges, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized loss on derivative and digital assets. Adjusted EBITDA is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 3. Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, impairment charges, change in fair value of puttable warrants issued with debt, chang e in fair value of puttable common stock, gain on sale of business, loss on sale of intangible asset, and unrealized gain/loss on derivative and digital assets, and income tax effect. Adjusted Earnings is a non-GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix ($, mm) Net Revenue (1) ($, mm) Adjusted EBITDA and Margin (2) ($, mm) Adjusted Earnings (3) $49 $77 47% 54% Q2'25 Q2'26 $38 $53 Q2'25 Q2'26 $105 $141 Q2'25 Q2'26
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$31.9 $35.7 $8.9 $10.2 $3.0 $3.0 $8.6 $8.2 $0.6 $3.2 $4.2 $4.1 $57.2 $64.4 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% Q2'25 Q2'26 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 $77.4mm $113.3mm Headcount(2) 433 440 Q2 2026 Adjusted Operating Expenses Detail Adjusted Operating Expenses(1) ($mm) ⚫ Q2’26 adjusted operating expenses(1) of $64.4mm, +13% YoY ⚫ Compensation and benefits +$3.8mm, driven by increased headcount and increased cash bonuses primarily due to higher profitability ⚫ Marketing and business development +$2.6mm, driven by launch of “Excellence in Every Exchange” nationwide advertising campaign ⚫ Information technology and communication costs +$1.4mm, driven by MIAX Sapphire exchange buildout and MIAX Futures Onyx trading platform ⚫ Share-based compensation, depreciation and amortization, litigation costs and settlement, impairment charges, and acquisition-related costs drove adjustment from GAAP expenses to adjusted operating expenses(1) Q2’26 PERFORMANCE 12 Notes: Totals may not foot due to rounding 1. Defined as total operating expenses excluding share -based compensation, litigation, litigation settlement, depreciation and amortization, impairment, and acquisition related costs. Adjusted operating expenses is a non -GAAP measure; for reconciliation to the nearest GAAP measure, see Appendix 2. Headcount at period end
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$0.3 $0.3 $2.3 $5.7 $5.0 $5.1 $4.4 $5.5 $92.8 $124.4 $104.7 $141.1 Q2'25 Q2'26 Q2 2026 YoY Net Revenue by Segment and Key Drivers Segment Net Revenue(1) Growth Key Drivers Options +$31.6mm +34% YoY Growth ⚫ Higher net transaction fees due to: ⚫ Record multi-listed options industry ADV of 66.5 million contracts ⚫ MIAX ADV of 11.0 million contracts ⚫ Higher RPC ⚫ Higher non-transaction fees due to: ⚫ Increase in access fees due to increased member connections, fee increases, and the expiration of certain MIAX Sapphire fee waivers ⚫ Increase in market data including $1.8mm of ad-hoc historical sales in Q2’26 Equities +$1.2mm ⚫ Higher net transaction fees due to improved capture rate Futures +$0.1mm ⚫ Net transaction fees were flat as increases in agricultural futures were offset by inverted financial futures revenue International +$3.5mm ⚫ Increase in revenue generated by TISE (acquired in June 2025) Net Revenue(1) ($mm) 13Notes: Totals may not foot due to rounding 1. Defined as total revenues less cost of revenues Other Other Intl.
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Strong Balance Sheet and Liquidity 6/30/26 12/31/25 Assets Cash and cash equivalents 660,462 433,648 Cash and securities segregated under federal and other regulations 26,984 27,618 Restricted cash 13,654 6,005 Assets held for sale (MIAXdx) — 40,976 Other current assets 401,449 346,967 Total current assets 1,102,549 855,214 Goodwill and other intangible assets 230,961 232,985 Deferred tax assets, net 74,404 — Other assets 192,473 171,226 Total assets 1,600,387 1,259,425 Liabilities and equity Current portion of long-term debt 1,514 1,508 Liabilities held for sale (MIAXdx) — 2,758 Other liabilities 448,572 374,142 Total liabilities 450,086 378,408 Total equity 1,150,301 881,017 Total liabilities and equity 1,600,387 1,259,425 14 ($ in 000s)
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2026 Guidance
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Updated 2026 Full Year Expense Guidance 16 Notes: 1. Excludes expenses related to share based compensation, litigation and litigation settlement, and depreciation and amortiza tion 2. The Adjusted ETR is based on non-GAAP adjusted earnings 3. Prior guidance originally presented on February 25, 2026 and reiterated on May 6, 2026 Current Prior(3) Adjusted operating expenses(1) $260M - $270M $265M - $275M Share-based compensation expense $29M - $32M $27M - $30M Capital expenditures and capitalization of internally developed software $40M - $45M $40M - $45M Depreciation and amortization $35M - $39M $33M - $38M Adjusted effective tax rate (ETR) post valuation allowance release(2) 27% - 29% 27% - 29% ($ in millions)
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Appendix
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Reconciliation of Non-GAAP Financials 18 1) 2026 investment loss of $4.0 million represents an unrealized loss on marketable equity securities. 2025 Investment gain o f $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. 2) Represents expenses associated with stock options, restricted stock awards, restricted sto ck units, and warrants that have been granted to employees, directors and service providers. 3) Litigation costs and settlement associated with litigation related to the Nasdaq matter. 4) Relates to the TISE Acquisition. 5) The change in fair value of w arrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issu ance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. 6) The cha nge 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 had an associated put right which required the Company to repurchase a certa in percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. 7) Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in th e second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 8) Impairment charges of $0.7 million related to owned land and building impairments.9) 2026 reflects the aggregate unrealized loss resulting from the mark -to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth toke ns that remain locked by the Pyth Network as of June 30, 2026. 2025 Reflects the unrealized loss resulting from the mark -to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.10) Represents an adjustment t o the gain on the sale of MIAXdx in January 2026. Reconciliation of net income allocated to common shareholders to adjusted EBITDA ($ in 000s) Q2’26 Q2’25 Net income allocated to common shareholders 44,208 23,527 Interest expense and amortization of debt issuance costs 44 4,902 Interest income (5,254) (1,418) Income tax (benefit) expense (15,426) 1,128 Depreciation and amortization 8,778 6,938 EBITDA 32,350 35,077 Investment loss (gain)(1) 4,010 (9,104) Share based compensation(2) 7,087 9,424 Litigation costs and settlement(3) 33,017 843 Acquisition-related costs(4) - 2,247 Change in fair value of puttable w arrants issued w ith debt(5) - 1,486 Change in fair value of puttable common stock(6) - 1,688 Loss on intangible asset(7) - 2,054 Impairment charges(8) - 739 Unrealized loss on derivative and digital assets(9) 337 4,605 Gain on sale of business(10) (23) - Adjusted EBITDA 76,778 49,059
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Reconciliation of Non-GAAP Financials (continued) 19 Reconciliation of net income allocated to common shareholders to adjusted earnings 1) 2026 investment loss of $4.0 million represents an unrealized loss on marketable equity securities. 2025 Investment gain o f $9.1 million represents an unrealized gain of $8.6 million from the TISE acquisition, and $0.5 million of unrealized gain on a vailable for sale marketable securities. 2) Represents expenses associated with stock options, restricted stock awards, restricted sto ck units, and warrants that have been granted to employees, directors and service providers. 3) Litigation costs and settlement are associated with litigation related to the Nasdaq matter. 4) Relates to the TISE Acquisition. 5) The change in fair value of w arrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issu ance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025. 6) The cha nge 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 had an associated put right which required the Company to repurchase a certa in percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025. 7) Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in th e second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 8) Impairment charges of $0.7 million related to owned land and building impairments.9) 2026 reflects the aggregate unrealized loss resulting from the mark -to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth toke ns that remain locked by the Pyth Network as of June 30, 2026. 2025 Reflects the unrealized loss resulting from the mark -to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.10) Represents an adjustment t o the gain on the sale of MIAXdx in January 2026. 11) The income tax effect of the adjustments takes into account the tax treat ment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s).12) Removes from Adjusted earni ngs any one-off discrete tax adjustments that are unrelated to our core operating performance. 13) Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense. ($ in 000s) Q2’26 Q2’25 Net income allocated to common shareholders 44,208 23,527 Investment loss (gain)(1) 4,010 (9,104) Share based compensation(2) 7,087 9,424 Litigation costs and settlement(3) 33,017 843 Acquisition-related costs(4) - 2,247 Change in fair value of puttable w arrants issued w ith debt(5) - 1,486 Change in fair value of puttable common stock(6) - 1,688 Loss on intangible asset(7) - 2,054 Impairment charges(8) - 739 Unrealized loss on derivative and digital assets(9) 337 4,605 Gain on sale of business(10) (23) - Total non-GAAP pre-tax adjustments 44,428 13,982 Income tax (expense) benefit related to items above(11) (11,143) 251 One-off discrete tax adjustments(12): Release of valuation allow ance as of January 1, 2026 - - Other(13) (23,894) - Total non-GAAP tax adjustments (35,364) 251 Adjusted earnings 53,272 37,760
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Reconciliation of Non-GAAP Financials (continued) 20 1) Adjustments include investment gain/loss, share based compensation, litigation costs and settlement, acquisition-related costs, impairment charges, loss on intangible asset, unrealized loss on derivative and digital assets, change in fair value of puttable common stock, change in fair value of warrants issued with debt, and gain on sale of business. 2) Adjustments include income tax (expense) benefit related to total non-GAAP pre-tax adjustments, and other adjustment which primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense. 3) Equal to adjusted income tax expense divided by adjusted income before tax. Reconciliation to adjusted effective tax rate ($ in 000s) Q2’26 Q2’25 Income before income tax provision 28,782 24,655 Total non-GAAP pre-tax adjustments(1) 44,428 13,982 Adjusted income before tax 73,210 38,637 Income tax benefit (expense) 15,426 (1,128) Total non-GAAP tax adjustments(2) (35,364) 251 Adjusted income tax (expense) (19,938) (877) Adjusted effective tax rate (3) 27.2% 2.3%
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Reconciliation of Non-GAAP Financials (continued) 21 1) Q2’26 includes $2.4 million options, $2.4 million restricted stock awards, and $0.4 million restricted stock units. Q2’25 includes $2.4 million options, and $5.9 million restricted stock units. 2) Q2’26 includes $0.2 million options, and less than $0.1 million in both restricted stock awards and warrants. Q2’25 includes $0.2 million options, $0.2 million restricted stock awards, and $0.3 million warrants. 3) Q2’26 includes $0.2 million options, and $1.4 million restricted stock units. Q2’25 includes $0.4 million options, and $0.1 million restricted stock awards 4) Litigation costs are associated with litigation related to the Nasdaq matter. 5) Litigation settlement represents amount recognized in connection with a loss contingency related to the Nasdaq matter. 6) Impairment charges of $0.7 million related to owned land and building impairments. 7) Relates to the TISE Acquisition. Reconciliation of operating expenses to adjusted operating expenses ($ in 000s) Q2’26 Q2’25 Total operating expenses 113,316 77,371 (+) Share based compensation - Compensation and benefits(1) (5,219) (8,278) (+) Share based compensation - Professional fees and outside services(2) (229) (637) (+) Share based compensation - General, administrative, and other(3) (1,639) (509) (=) Total share based compensation (7,087) (9,424) Litigation - Professional fees and outside services(4) (3,017) (843) Litigation settlement(5) (30,000) - Depreciation and amortization (8,778) (6,938) Impairment of long-lived assets - General, administrative, and other(6) - (739) Acquisition-related costs(7) - (2,247) Total adjusted operating expenses 64,434 57,180
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Reconciliation of Non-GAAP Financials (continued) 22 Reconciliation of operating expenses to adjusted operating expenses by expense line ($ in 000s) Q2’26 GAAP operating expenses (+) Options (+) RSAs (+) RSUs (+) Warrants (=) Total SBC Litigation Litigation settlement Depreciation and amortization Adjusted operating expenses Compensation and benefits 40,966 (2,399) (2,404) (416) - (5,219) - - - 35,747 Information technology and communication costs 10,202 - - - - - - - - 10,202 Depreciation and amortization 8,778 - - - - - - - (8,778) - Occupancy costs 2,977 - - - - - - - - 2,977 Professional fees and outside services 11,448 (165) (25) - (39) (229) (3,017) - - 8,202 Litigation settlement 30,000 - - - - - - (30,000) - - Marketing and business development 3,176 - - - - - - - - 3,176 Acquisition-related costs - - - - - - - - - - General, administrative, and other 5,769 (243) - (1,396) - (1,639) - - - 4,130 Total 113,316 (2,807) (2,429) (1,812) (39) (7,087) (3,017) (30,000) (8,778) 64,434
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Share Count Sensitivity 23 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, and warrants, 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 futur e. Fully Diluted Weighted Average Shares Assumed Average Share Price Quarter Ending September 30, 2026 $30.00 107,995,407 $35.00 109,681,490 $40.00 110,989,912 $45.00 112,112,380 $50.00 113,013,864
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