{"url_path":"/sec/miax/proxy/2026-04-27/000162828026027312","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1438472/0001628280-26-027312-index.html","accession_number":"0001628280-26-027312","cik":"0001438472","ticker":"MIAX","issuer_name":"MIAMI INTERNATIONAL HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438472/0001628280-26-027312-index.html","primary_entity_key":"0001438472","primary_entity_name":"MIAMI INTERNATIONAL HOLDINGS, INC."},"word_count":36347,"has_tables":true,"body_markdown":"miax-20260426\n0001438472DEF 14Afalseiso4217:USD00014384722025-01-012025-12-31000143847212025-01-012025-12-310001438472ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:PeoMember2025-01-012025-12-310001438472ecd:EqtyAwrdsInSummryCompstnTblForAplblYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:PeoMember2025-01-012025-12-310001438472ecd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:PeoMember2025-01-012025-12-310001438472ecd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:PeoMember2025-01-012025-12-310001438472ecd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:PeoMember2025-01-012025-12-310001438472ecd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:PeoMember2025-01-012025-12-310001438472ecd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMemberecd:PeoMember2025-01-012025-12-310001438472ecd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMemberecd:NonPeoNeoMember2025-01-012025-12-310001438472ecd:PeoMember2025-01-012025-12-310001438472ecd:NonPeoNeoMember2025-01-012025-12-31000143847222025-01-012025-12-31000143847232025-01-012025-12-31\n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934\n\n(Amendment No. )\n\nFiled by the Registrant ☒\n\nFiled by a party other than the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n☐\n\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☒\n\nDefinitive Proxy Statement\n\n☐\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material under §240.14a-12\n\nMiami International Holdings, Inc.\n\n(Name of Registrant as Specified In Its Charter)\n\nThomas P. Gallagher\n\n(Name of Person(s) Filing Proxy Statement, if other than the Registrant)\n\nPayment of Filing Fee (Check all boxes that apply):\n\n☒\n\nNo fee required\n\n☐\n\nFee paid previously with preliminary materials\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n\n14a-6(i)(1) and 0-11\n\n2026\n\nNotice of Annual Meeting of Stockholders\n\nand Proxy Statement\n\nMESSAGE FROM THE CHAIRMAN OF THE BOARD\n\nApril 27, 2026\n\nDear MIAX Stockholder:\n\nWe cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual\n\nMeeting”) of Miami International Holdings, Inc. to be held on Tuesday, June 16, 2026, at 8:00\n\na.m., Eastern Time, via live webinar.\n\nThe Annual Meeting will be a completely virtual meeting of stockholders and there will\n\nbe no physical meeting location. You will be able to attend the Annual Meeting, vote your shares\n\nand submit questions during the meeting via live audio webcast by visiting\n\nwww.virtualshareholdermeeting.com/MIAX2026 and entering the 16-digit control number\n\nincluded in your proxy materials or on your proxy card. The live audio webcast of the Annual\n\nMeeting will also be available for listening by the general public. For further information on the\n\nAnnual Meeting logistics, see the section titled “Questions and Answers About the Proxy\n\nMaterials and our Annual Meeting.”\n\nAt the Annual Meeting, you will be asked to do the following:\n\n1.Elect 15 directors to our board of directors to hold office until the 2027 annual\n\nmeeting of stockholders or until their respective successors have been elected and\n\nqualified, or until such director’s earlier death, resignation, or removal;\n\n2.Approve, on a non-binding advisory basis, the compensation paid to our named\n\nexecutive officers;\n\n3.Select, on a non-binding advisory basis, whether future advisory votes on the\n\ncompensation of our named executive officers should be held every one, two, or\n\nthree years;\n\n4.Ratify the appointment of KPMG LLP as our independent registered public\n\naccounting firm for the year ending December 31, 2026; and\n\n5.Transact any other business that may properly come before the meeting and any\n\nadjournments and postponements of the meeting.\n\nEnclosed with this letter are the following: a formal notice of the Annual Meeting, a\n\nproxy statement, and a form of proxy.\n\nPlease carefully review the form of proxy that you receive to confirm that it reflects all\n\nof your shares of our common stock. If you hold common stock in different accounts, you may\n\nneed to complete multiple proxy cards to vote all of your shares.\n\nWhether or not you plan to attend the Annual Meeting via live audio webcast, it is\n\nimportant that your shares be represented and voted. Please submit your proxy by internet, \n\ntelephone, or complete, sign, date and return the enclosed proxy card using the enclosed postage-\n\npaid envelope. The enclosed proxy card, when returned properly executed, will be voted in the\n\nmanner directed in the proxy.\n\nWe hope that you will participate in the Annual Meeting, either via live audio webcast or\n\nby proxy.\n\nSincerely,\n\nThomas P. Gallagher\n\nChairman and Chief Executive Officer\n\nMIAMI INTERNATIONAL HOLDINGS, INC.\n\nNOTICE OF ANNUAL MEETING OF STOCKHOLDERS\n\nThe 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Miami\n\nInternational Holdings, Inc. (the “Company”) will be held on Tuesday, June 16, 2026, at 8:00\n\na.m., Eastern Time, via live webinar.\n\nThe Annual Meeting will be a completely virtual meeting of stockholders. You will be\n\nable to attend the Annual Meeting, vote your shares and submit questions during the meeting via\n\nlive audio webcast by visiting www.virtualshareholdermeeting.com/MIAX2026 and entering the\n\n16-digit control number included in your proxy materials or on your proxy card. Online check-in\n\nto the Annual Meeting live audio webcast will begin at 7:45 a.m., Eastern Time, and you are\n\nencouraged to allow ample time to log in to the meeting webcast and test your computer audio\n\nsystem. There will be no physical meeting location. For further information on Annual Meeting\n\nlogistics, see the section titled “Questions and Answers About the Proxy Materials and our\n\nAnnual Meeting.”\n\nThe purpose of the Annual Meeting is to:\n\n1.Consider and act upon the election of 15 directors named in the proxy statement\n\n(the “Proxy Statement”) to the Board of Directors of the Company (the “Board”)\n\nto hold office until the 2027 Annual Meeting of Stockholders (the “2027 Annual\n\nMeeting”) or until their respective successors have been elected and qualified, or\n\nuntil such director’s earlier death, resignation or removal;\n\n2.Consider and approve, on a non-binding advisory basis, the compensation paid to\n\nour named executive officers;\n\n3.Select, on a non-binding advisory basis, whether future advisory votes on the\n\ncompensation of our named executive officers should be held every one, two, or\n\nthree years;\n\n4.Consider and act upon the ratification of the appointment of KPMG LLP\n\n(“KPMG”) as our independent registered public accounting firm for the year\n\nending December 31, 2026; and\n\n5.Transact any other business that may properly come before the meeting and any\n\nadjournments or postponements of the meeting.\n\nYou are entitled to vote online during the Annual Meeting and any adjournments or\n\npostponements of the meeting if you were a stockholder of record at the close of business on\n\nApril 20, 2026. A list of stockholders of record will be open for examination by any stockholder\n\nfor any purpose germane to the Annual Meeting during ordinary business hours for a period of\n\nten days prior to the Annual Meeting at our principal executive offices at 7 Roszel Road, Suite\n\n1A, Princeton, NJ 08540. The approximate date on which the Proxy Statement and the\n\naccompanying form of proxy are first being sent to stockholders is April 27, 2026.\n\nYour vote is important. Whether or not you plan to attend the Annual Meeting,\n\nplease vote as soon as possible. For additional details, please see the information under\n\n“How do I vote?” in the Proxy Statement.\n\nInternet Before the\n\nMeeting\n\nInternet During the\n\nMeeting\n\nTelephone\n\nMail\n\nGo to\n\nwww.proxyvote.com\n\nGo to\n\nwww.virtualsharehol\n\ndermeeting.com/\n\nMIAX2026\n\nCall toll free\n\n1-800-690-6903\n\nComplete, sign, date\n\nand return the\n\nenclosed proxy using\n\nthe enclosed postage-\n\npaid envelope\n\nBy Order of the Board of Directors,\n\nApril 27, 2026\n\nBarbara J. Comly\n\nExecutive Vice President, General Counsel and\n\nCorporate Secretary\n\nIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS\n\nFOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 16, 2026:\n\nThis notice of Annual Meeting and Proxy Statement and our annual report on Form 10-K\n\nfor the year ended December 31, 2025 (the “Annual Report on Form 10-K”) are available free of\n\ncharge on our investor relations website at http://ir.miaxglobal.com under the tab “SEC Filings”.\n\nWe are furnishing the Proxy Statement to you in connection with a solicitation of proxies by the\n\nBoard, for use at the Annual Meeting on Tuesday, June 16, 2026 at 8:00 a.m. Eastern Time, and\n\nat any adjournments or postponements thereof.\n\n1\n\nTABLE OF CONTENTS\n\nPage\n\n[SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](#i98a5e0ca33da406ca97d2559c652e3b0) ...........\n\n[3](#i98a5e0ca33da406ca97d2559c652e3b0)\n\n[QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR](#i9c7f14bc31a94b87940416e170b4f1e5)\n\n[ANNUAL MEETING](#i9c7f14bc31a94b87940416e170b4f1e5) .....................................................................................................\n\n[4](#i9c7f14bc31a94b87940416e170b4f1e5)\n\n[PROPOSAL NO. 1:](#i744ec23bea0b4682859c98f04f62711c)\n\n[ELECTION OF DIRECTORS](#i744ec23bea0b4682859c98f04f62711c) ......................................................................................\n\n[12](#i744ec23bea0b4682859c98f04f62711c)\n\n[Nominees for Director](#ibc32c6476f3b42438e66aa66f0de3bc5) ..........................................................................................\n\n[12](#ibc32c6476f3b42438e66aa66f0de3bc5)\n\n[Vote Required](#i78cc3dd0a56948a99329b80f9adbb9d0) .......................................................................................................\n\n[13](#i78cc3dd0a56948a99329b80f9adbb9d0)\n\n[Board Composition](#ic1429916a7ad40389aef3987e45c406b) ...............................................................................................\n\n[13](#ic1429916a7ad40389aef3987e45c406b)\n\n[General](#i0b0eda067bb24496bbdfa3fa8e702649)..................................................................................................................\n\n[13](#i0b0eda067bb24496bbdfa3fa8e702649)\n\n[Qualifications and Experience](#ia0dfd2573d194535841ffe49d46d1632) ..............................................................................\n\n[13](#ia0dfd2573d194535841ffe49d46d1632)\n\n[Director Nominees](#ia0ea4475787a4b63b7a77d534a143781) ................................................................................................\n\n[14](#ia0ea4475787a4b63b7a77d534a143781)\n\n[BOARD OF DIRECTORS AND CORPORATE GOVERNANCE](#ie368b4d1e777498babaab3b5be62f9fb) ..........................\n\n[21](#ie368b4d1e777498babaab3b5be62f9fb)\n\n[Director Independence](#i2caeb109b1314f7c8e7c8ce416814f4c) ..........................................................................................\n\n[21](#i2caeb109b1314f7c8e7c8ce416814f4c)\n\n[Leadership Structure of the Board](#iabdec27640d645f3b86a270d35ad26df) ........................................................................\n\n[21](#iabdec27640d645f3b86a270d35ad26df)\n\n[Board Attendance](#i8005c1ecd5bf48b987d0c9d030d3f5fe) .................................................................................................\n\n[23](#i8005c1ecd5bf48b987d0c9d030d3f5fe)\n\n[Committees of the Board](#icefbb6d559cb45dab3c54c119218f7d5) ......................................................................................\n\n[24](#icefbb6d559cb45dab3c54c119218f7d5)\n\n[Corporate Policies](#i79ae3f8aa65d4626bd44549e724b75cf) .................................................................................................\n\n[30](#i79ae3f8aa65d4626bd44549e724b75cf)\n\n[Communications by Stockholders and Other Interested Parties with the Board](#ib92b7f94a9364c6b8e82fa5d205016e3) ..\n\n[33](#ib92b7f94a9364c6b8e82fa5d205016e3)\n\n[EXECUTIVE OFFICERS](#i5240a4b7082344b1af8c8c45d32762ca) .............................................................................................\n\n[34](#i5240a4b7082344b1af8c8c45d32762ca)\n\n[PROPOSAL NO. 2:](#i754b336294874ba4a96abcfcee27e617)\n\n[APPROVE, ON A NON-BINDING ADVISORY BASIS, THE](#i754b336294874ba4a96abcfcee27e617)\n\n[COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS](#i754b336294874ba4a96abcfcee27e617) ...........................\n\n[37](#i754b336294874ba4a96abcfcee27e617)\n\n[Vote Required](#i2ec2b208f0594c438d725d97e1959e2d) .......................................................................................................\n\n[37](#i2ec2b208f0594c438d725d97e1959e2d)\n\n[PROPOSAL NO. 3:](#i83c0a9873e1d4b1999cdcea41991f84c)\n\n[APPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF](#i83c0a9873e1d4b1999cdcea41991f84c)\n\n[FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED](#i83c0a9873e1d4b1999cdcea41991f84c)\n\n[EXECUTIVE OFFICERS](#i83c0a9873e1d4b1999cdcea41991f84c) .............................................................................................\n\n[38](#i83c0a9873e1d4b1999cdcea41991f84c)\n\n[Vote Required](#i74b1d3d210a0402495a914c36c9c79cd) .......................................................................................................\n\n[38](#i74b1d3d210a0402495a914c36c9c79cd)\n\n[COMPENSATION DISCUSSION AND ANALYSIS](#i669caa85f6624d3da3c6341ddccbfd13) .................................................\n\n[40](#i669caa85f6624d3da3c6341ddccbfd13)\n\n[DIRECTOR COMPENSATION](#i1e1c89bb6db5453fa6c40c97199d65a2) ..........................................................................\n\n[64](#i1e1c89bb6db5453fa6c40c97199d65a2)\n\n[Pay Versus Performance Table](#i158754176c654ee3b37080c2dc71f443) .............................................................................\n\n[69](#i158754176c654ee3b37080c2dc71f443)\n\n[Equity Compensation Plan Information](#i0adabb1d90b34c0494b8113c48a769ab) ..............................................................\n\n[73](#i0adabb1d90b34c0494b8113c48a769ab)\n\n[REPORT OF THE COMPENSATION COMMITTEE](#i32b2c2b09db14cfb97ba7bd0f7d45016) .............................................\n\n[74](#i32b2c2b09db14cfb97ba7bd0f7d45016)\n\n[PROPOSAL NO. 4:](#ia259e13b4ec54b089e558799b0c0445e)\n\n[RATIFICATION OF APPOINTMENT](#ia259e13b4ec54b089e558799b0c0445e)\n\n[OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#ia259e13b4ec54b089e558799b0c0445e) ...................\n\n[75](#ia259e13b4ec54b089e558799b0c0445e)\n\n[Independent Registered Public Accounting Firm Fees and Services](#i4956cf1db4754a279e9469e8b7edd0b5) ...................\n\n[75](#i4956cf1db4754a279e9469e8b7edd0b5)\n\n[Vote Required](#i10dd3b61d12948f8ab8a248757d3c211) .......................................................................................................\n\n[76](#i10dd3b61d12948f8ab8a248757d3c211)\n\n[REPORT OF THE AUDIT COMMITTEE](#i58213acd88724c329a4c83272ccef7f6) .................................................................\n\n[77](#i58213acd88724c329a4c83272ccef7f6)\n\n[SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,](#i619badb2a652402fb18bbfecfd2bc0d7)\n\n[MANAGEMENT AND DIRECTORS](#i619badb2a652402fb18bbfecfd2bc0d7) ..........................................................................\n\n[78](#i619badb2a652402fb18bbfecfd2bc0d7)\n\n2\n\n[Delinquent Section 16(a) Reports](#i43d4715a1d88495e979ef9522617b397) .........................................................................\n\n[82](#i43d4715a1d88495e979ef9522617b397)\n\n[CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS](#i3d154ad921b6479e93dddeb92229a4c4) ........\n\n[83](#i3d154ad921b6479e93dddeb92229a4c4)\n\n[Transactions with Greater than 5% Holders (Current and Former) and Related](#i1195cd213d564416ac63a8710caa7900)\n\n[Parties](#i1195cd213d564416ac63a8710caa7900) .......................................................................................................\n\n[83](#i1195cd213d564416ac63a8710caa7900)\n\n[Transactions with Directors (Current and Former) and Related Parties](#i4aeb4170ff4844fb995ad0856c340ef9) ..............\n\n[86](#i4aeb4170ff4844fb995ad0856c340ef9)\n\n[Directed Share Program](#i453d23ccc0e74e2aac17c101cb7108dc) ........................................................................................\n\n[87](#i453d23ccc0e74e2aac17c101cb7108dc)\n\n[Employment Arrangements with Immediate Family Members of Our](#i436687b608704b04865a10423cf5e1d7)\n\n[Executive Officers and Directors](#i436687b608704b04865a10423cf5e1d7) .............................................................\n\n[88](#i436687b608704b04865a10423cf5e1d7)\n\n[Limitation of Directors’ and Officers’ Liability and Indemnification](#ic51ff7484f2b4bc79e0c7e660dfdecb8) .................\n\n[88](#ic51ff7484f2b4bc79e0c7e660dfdecb8)\n\n[Related Person Transaction Policy](#icc8f8f865a4249ccab10f594e573bc94) .......................................................................\n\n[89](#icc8f8f865a4249ccab10f594e573bc94)\n\n[ADDITIONAL INFORMATION](#ia4fcd0f00bba44d4b970fdff5a7550e0) .................................................................................\n\n[91](#ia4fcd0f00bba44d4b970fdff5a7550e0)\n\n[Additional Information](#i46916be67ffb475d9a8440834ae09614) .........................................................................................\n\n[91](#i46916be67ffb475d9a8440834ae09614)\n\n[Annual Report on Form 10-K](#i94e36302aed84f75a2e74ecd18fe3d57) ...............................................................................\n\n[91](#i94e36302aed84f75a2e74ecd18fe3d57)\n\n[Householding of Annual Meeting Materials](#ib7533f4c0c134d2289d8fab90cbb5faf) ........................................................\n\n[91](#ib7533f4c0c134d2289d8fab90cbb5faf)\n\n[Submitting Proxy Proposals and Director Nominations for the 2027 Annual](#i58f420b2460a4a8583bca2ceaf9b3820)\n\n[Meeting](#i58f420b2460a4a8583bca2ceaf9b3820) .....................................................................................................\n\n[93](#i58f420b2460a4a8583bca2ceaf9b3820)\n\n[APPENDIX - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES](#i2de62e67172c4f3d87a0eef73e1446df)\n\n[TO GAAP MEASURES](#i2de62e67172c4f3d87a0eef73e1446df) .................................................................................................\n\n[94](#i2de62e67172c4f3d87a0eef73e1446df)\n\nExcept as otherwise indicated, the terms “MIAX,” the “Company,” “we,” “us” and “our”\n\nrefer to Miami International Holdings, Inc., together with its wholly-owned subsidiaries. The\n\nterm “MIAX Exchanges” refers, collectively, to our Securities and Exchange Commission (the\n\n“SEC”) regulated exchanges, each a “MIAX Exchange”: Miami International Securities\n\nExchange, LLC (“MIAX Options”), MIAX Pearl, LLC (“MIAX Pearl”), the equities trading\n\nfacility of MIAX Pearl (“MIAX Pearl Equities”), MIAX Emerald, LLC (“MIAX Emerald”) and\n\nMIAX Sapphire, LLC (“MIAX Sapphire”).\n\nMIAX®, MIAX Options®, MIAX Pearl®, MIAX Emerald® and MIAX Sapphire® are\n\nregistered trademarks or service marks in the United States and certain other jurisdictions of\n\nMIAX. MIAX Futures™ and TINI™ are currently pending.\n\nThis Proxy Statement contains references to our trademarks and service marks and to\n\nthose belonging to other entities. Solely for convenience, trademarks and trade names referred to\n\nherein, including logos, artwork, and other visual displays, may appear without the ® or ™\n\nsymbols, but in the case of our trademarks and trade names or those of our licensors, such\n\nreferences are not intended to indicate in any way that we will not assert, to the fullest extent\n\nunder applicable law, our rights or the rights of the applicable licensor to these trademarks and\n\ntrade names. We do not intend our use or display of other entities’ trade names, trademarks, or\n\nservice marks to imply a relationship with, or endorsement or sponsorship of us by, any other\n\nentity.\n\n3\n\nSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS\n\nThis Proxy Statement contains forward-looking statements within the meaning of the\n\nPrivate Securities Litigation Reform Act of 1995 that involve a number of risks and\n\nuncertainties. You can identify these statements by forward-looking words such as “may”,\n\n“might”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”,\n\nor “continue”, and the negative of these terms and other comparable terminology. All statements\n\nthat reflect our expectations, assumptions or projections about the future other than statements of\n\nhistorical fact are forward-looking statements. These forward-looking statements, which are\n\nsubject to known and unknown risks, uncertainties and assumptions about us, may include\n\nprojections of our future financial performance based on our growth strategies and anticipated\n\ntrends in our business. These statements are only predictions based on our current expectations\n\nand projections about future events. There are important factors that could cause our actual\n\nresults, level of activity, performance or achievements to differ materially from those expressed\n\nor implied by the forward-looking statements. In particular, you should consider the risks and\n\nuncertainties described in Part 1 of our Annual Report on Form 10-K under “Special Note\n\nRegarding Forward-Looking Statements,” Item 1A, “Risk Factors”, and our other filings with the\n\nSEC. While we believe we have identified material risks, these risks and uncertainties are not\n\nexhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New\n\nrisks and uncertainties emerge from time to time, and it is not possible to predict all risks and\n\nuncertainties, nor can we assess the impact of all factors on our business or the extent to which\n\nany factor, or combination of factors, may cause actual results to differ materially from those\n\ncontained in any forward-looking statements.\n\nWe do not undertake, and expressly disclaim, any duty to update any forward-looking\n\nstatement whether as a result of new information, future events or otherwise, except as required\n\nby law. We caution you not to place undue reliance on the forward-looking statements, which\n\nspeak only as of the date of this filing.\n\n4\n\nQUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR\n\nANNUAL MEETING\n\nThis Proxy Statement and the enclosed form of proxy are furnished in connection with\n\nthe solicitation of proxies by our Board for use at the Annual Meeting. The Annual Meeting will\n\nbe held virtually on Tuesday, June 16, 2026 at 8:00 a.m. Eastern Time. The Annual Meeting will\n\nbe a completely virtual meeting. You can attend the Annual Meeting by visiting\n\nwww.virtualshareholdermeeting.com/MIAX2026, where you will be able to listen to the meeting\n\nlive and vote your shares online during the meeting. The Notice of Internet Availability of Proxy\n\nMaterials (the “Notice”) containing instructions on how to access this Proxy Statement and our\n\nAnnual Report on Form 10-K is first being mailed on or about April 27, 2026 to all stockholders\n\nentitled to vote at the Annual Meeting.\n\nThe information provided in the “question and answer” format below is for your\n\nconvenience only and is merely a summary of the information contained in this Proxy Statement.\n\nYou should read the entire Proxy Statement carefully. Information contained on, or that can be\n\naccessed through, our website is not intended to be incorporated by reference into this Proxy\n\nStatement, and references to our website address in this Proxy Statement are inactive textual\n\nreferences only.\n\nWhat matters am I voting on?\n\nYou will be voting on:\n\n•the election of 15 directors to our Board with each to hold office until the 2027\n\nAnnual Meeting or until their respective successor is duly elected and qualified, or\n\nuntil such director’s earlier death, resignation, or removal;\n\n•the approval, on an advisory non-binding basis, of the compensation of our named\n\nexecutive officers;\n\n•the approval, on an advisory non-binding  basis, of the frequency of future\n\nadvisory votes on the compensation of our named executive officers;\n\n•the ratification of the appointment of KPMG as our independent registered public\n\naccounting firm for the year ending December 31, 2026; and\n\n•any other business as may properly come before the meeting or any adjournment\n\nof the meeting.\n\nHow does the Board recommend I vote on these proposals?\n\nOur Board recommends a vote:\n\n•“FOR” all director nominees in the election of Thomas P. Gallagher, Talal Jassim\n\nAl-Bahar, Abdulwahab Ahmad Al-Nakib, John Beckelman, David Brown, Kurt\n\nM. Eckert, Kenneth W. Lozier, Mark I. Massad, Lisa Moore, Mark F. Raymond,\n\n5\n\nCynthia Schwarzkopf, Eric Sites, Jill E. Sommers, Paul V. Stahlin, and J. Gray\n\nTeekell as directors to serve on our Board until our 2027 Annual Meeting or until\n\nsuch director’s successor is duly elected and qualified, or until such director’s\n\nearlier death, resignation or removal;\n\n•“FOR” the approval, on an advisory basis, of the compensation of our named\n\nexecutive officers;\n\n•“THREE YEARS” for the approval, on an advisory basis, of the frequency of\n\nfuture advisory votes on the compensation of our named executive officers; and\n\n•“FOR” the ratification of the appointment of KPMG as our independent registered\n\npublic accounting firm for the year ending December 31, 2026.\n\nWho is entitled to vote? How many shares can I vote?\n\nHolders of our common stock, par value $0.001 per share (“common stock”) as of the\n\nclose of business on April 20, 2026 (the “Record Date”), may vote at the Annual Meeting. As of\n\nthe Record Date, there were 94,800,071 shares of our common stock outstanding. Each\n\nstockholder of our common stock is entitled to one vote for each share of common stock held as\n\nof the Record Date on the matters included in this Annual Meeting. In deciding all matters at the\n\nAnnual Meeting, each share of common stock represents one vote.\n\nRegistered Stockholders. If shares of our common stock are registered directly in your\n\nname with our transfer agent, Computershare Trust Company, N.A., you are considered the\n\nstockholder of record with respect to those shares, and the Notice was provided to you directly\n\nby us. As the stockholder of record, you have the right to grant your voting proxy directly to the\n\nindividuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this\n\nsection, we refer to registered stockholders as “stockholders of record.”\n\nStreet Name Stockholders. If shares of our common stock are held on your behalf in a\n\nbrokerage account or by a bank or other nominee, you are considered to be the beneficial owner\n\nof shares that are held in “street name,” and the Notice was forwarded to you by your broker,\n\nbank, or nominee, who is considered the stockholder of record with respect to those shares. As\n\nthe beneficial owner, you have the right to direct your broker, bank, or other nominee as to how\n\nto vote your shares. You are also invited to attend the Annual Meeting and vote your shares of\n\nour common stock live by following the instructions provided on your Notice or the instructions\n\nthat accompanied your proxy materials. If you request a printed copy of our proxy materials by\n\nmail, your broker, bank, or other nominee will provide a voting instruction form for you to use.\n\nThroughout this section, we refer to stockholders who hold their shares through a broker, bank,\n\nor other nominee as “street name stockholders.”\n\nHow many votes are needed for approval of each proposal?\n\n•Proposal No. 1: The election of directors requires a plurality of the votes cast by\n\nthe holders of the shares of our common stock present virtually or represented by\n\n6\n\nproxy at the Annual Meeting and entitled to vote thereon to be approved.\n\n“Plurality” means that the director nominees who receive the largest number of\n\nvotes cast “FOR” such nominees are elected as directors. As a result, any shares\n\nnot voted “FOR” a particular director nominee, whether as a result of a withhold\n\nvote or a broker non-vote (described below), will not be counted in such director\n\nnominee’s favor and will have no effect on the outcome of the election. You may\n\nvote “FOR,” “WITHHOLD,” or vote “FOR ALL EXCEPT” one or more of the\n\ndirector nominees you specify. Broker non-votes will have no effect on the\n\noutcome of this proposal.\n\n•Proposal No. 2: The approval, on a non-binding advisory basis, of the\n\ncompensation of our named executive officers requires the affirmative vote of the\n\nholders of a majority of the total number of votes of our common stock present\n\nvirtually or represented by proxy at the Annual Meeting and entitled to vote\n\nthereon that voted “FOR” or “AGAINST” this proposal. If the number of votes\n\ncast “FOR” this proposal exceeds the number of votes cast “AGAINST” this\n\nproposal, then the proposal will be deemed approved. You may vote “FOR,”\n\n“AGAINST,” or “ABSTAIN” with respect to this proposal. Abstentions (shares\n\npresent at the Annual Meeting and marked “ABSTAIN”) are counted for purposes\n\nof determining whether a quorum is present and will have the same effect as a\n\nvote “AGAINST” the proposal. Broker non-votes will have no effect on the\n\noutcome of this proposal.\n\n•Proposal No. 3: The non-binding advisory vote on the frequency of future non-\n\nbinding advisory votes on the compensation of our named executive officers will\n\nprovide stockholders with the opportunity to choose among four options with\n\nrespect to this proposal. You may vote for holding the non-binding advisory vote\n\nto approve the compensation of our named executive officers every “ONE\n\nYEAR,” “TWO YEARS,” “THREE YEARS,” or vote for “ABSTAIN.” The\n\nfrequency receiving the greatest number of votes by our stockholders will be\n\ndeemed to be the preferred frequency option of our stockholders. Abstentions and\n\nbroker non-votes will have no effect on the outcome of this proposal.\n\n•Proposal No. 4: The ratification of the appointment of KPMG as our independent\n\nregistered public accounting firm for the year ending December 31, 2026, requires\n\nthe affirmative vote of the holders of a majority of the total number of votes of\n\nour common stock present virtually or represented by proxy at the Annual\n\nMeeting and entitled to vote thereon that voted “FOR” or “AGAINST” this\n\nproposal. If the number of votes cast “FOR” this proposal exceeds the number of\n\nvotes cast “AGAINST” this proposal, then it will be deemed approved. You may\n\nvote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this proposal.\n\nAbstentions are counted for purposes of determining whether a quorum is present\n\nand will have the same effect as a vote “AGAINST” the proposal. Broker non-\n\nvotes will have no effect on the outcome of this proposal.\n\n7\n\nWith respect to Proposals 2, 3, and 4, because these proposals are an advisory vote, the\n\nresult will not be binding on our Board, our audit committee (the “Audit Committee”), our\n\ncompensation committee (the “Compensation Committee”), or the Company. However, our\n\nBoard, the Audit Committee, and the Compensation Committee will consider the outcome of the\n\nvotes when making future decisions regarding the Company’s named executive officer\n\ncompensation, the frequency of holding future non-binding advisory votes on the compensation\n\nof our named executive officers, and independent auditor appointment.\n\nWhat is a quorum?\n\nA quorum is the minimum number of shares required to be present at the Annual Meeting\n\nto properly hold an annual meeting of stockholders and conduct business under our amended and\n\nrestated by-laws (the “Amended and Restated By-Laws”) and Delaware law. The presence,\n\nvirtually or by proxy, of the holders of a majority of the common stock issued and outstanding\n\nand entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting.\n\nAbstentions, withhold votes, and broker non-votes are counted as shares present and entitled to\n\nvote for purposes of determining a quorum.\n\nHow do I vote?\n\nIf you are a stockholder of record, there are four ways to vote:\n\n•by internet at www.proxyvote.com, 24 hours a day, seven days a week, until\n\n11:59 p.m. Eastern Time on June 15, 2026 (please have your Notice or proxy card\n\nin hand when you visit the website);\n\n•by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June\n\n15, 2026 (please follow the instructions on your proxy card or voting instruction\n\nform from your broker provided to you by email or over the internet);\n\n•by completing and mailing your proxy card (if you received printed proxy\n\nmaterials) which must be received prior to the Annual Meeting; or\n\n•by attending the Annual Meeting by visiting\n\nwww.virtualshareholdermeeting.com/MIAX2026, where you may vote and\n\nsubmit questions during the meeting. Please have your Notice, proxy card or the\n\ninstructions that accompanied your proxy materials in hand when you visit the\n\nwebsite.\n\nEven if you plan to attend the Annual Meeting, we recommend that you also vote by\n\nproxy so that your vote will be counted if you later decide not to attend the Annual Meeting.\n\nIf you are a street name stockholder, you will receive voting instructions from your\n\nbroker, bank, or other nominee. You must follow the voting instructions provided by your\n\nbroker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to\n\nvote your shares. Street name stockholders should generally be able to vote by returning a voting\n\n8\n\ninstruction form and may be able to vote by telephone or on the internet, depending on the voting\n\nprocess of your broker, bank, or other nominee. As discussed above, if you are a street name\n\nstockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a\n\nlegal proxy from your broker, bank, or other nominee.\n\nCan I change my vote or revoke my proxy?\n\nYes. If you are a stockholder of record, you can change your vote or revoke your proxy\n\nany time before the Annual Meeting by:\n\n•entering a new vote by internet or by telephone;\n\n•completing and returning a later-dated proxy card; or\n\n•attending and voting at the Annual Meeting (although attendance at the Annual\n\nMeeting will not, by itself, revoke a proxy).\n\nIf you are a street name stockholder, your broker, bank, or other nominee can provide you\n\nwith instructions on how to change or revoke your vote.\n\nWhat do I need to do to attend and participate in the Annual Meeting?\n\nThe Annual Meeting will be a completely virtual meeting of stockholders, which we\n\nbelieve enables participation from more of our stockholders. Stockholders of record and street\n\nname stockholders with a legal proxy from their broker, bank or other nominee will be able to\n\nattend the Annual Meeting by visiting www.virtualshareholdermeeting.com/MIAX2026, which\n\nwill allow such stockholders to submit questions during the meeting and vote shares\n\nelectronically at the meeting.\n\nWe designed the format of the virtual Annual Meeting to ensure that our stockholders are\n\nafforded the same rights and opportunities to participate as they would at an in-person meeting\n\nand to enhance stockholder access, participation, and communication through online tools. The\n\nvirtual format facilitates stockholder attendance and participation by enabling stockholders to\n\nparticipate fully and equally from any location around the world.\n\nDuring the meeting, you will have the ability to submit questions real-time via the virtual\n\nmeeting website, with a limit of one question per stockholder. We will answer questions\n\nsubmitted in accordance with the meeting rules of conduct in the time allotted for the meeting.\n\nOnly questions pertaining to the proposals to be acted on at the Annual Meeting will be answered\n\nand we reserve the right to exclude questions that are, among other things, irrelevant to meeting\n\nmatters, irrelevant to our business, related to material non-public information of the Company,\n\nrelated to personal matters or grievances, derogatory or in bad taste, related to pending or\n\nthreatened litigation, or that are otherwise inappropriate (as determined by the chair of the\n\nAnnual Meeting or our corporate secretary (“Corporate Secretary”)). Questions should be\n\nsuccinct and cover only one topic. Questions that are substantially similar may be grouped and\n\nanswered together to avoid repetition.\n\n9\n\nTo participate in the Annual Meeting, you will need the 16-digit control number included\n\non your Notice, proxy card or the instructions that accompanied your proxy materials to attend\n\nthe Annual Meeting. The Annual Meeting webcast will begin promptly at 8:00 a.m. Eastern\n\nTime. We encourage you to access the meeting prior to the start time. Online check-in will begin\n\nat 7:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures.\n\nWhat if during the check-in time or during the meeting I have technical difficulties or\n\ntrouble accessing the virtual meeting website?\n\nWe will have technicians to assist you if you experience technical difficulties accessing\n\nthe virtual meeting. If you encounter any difficulties while accessing the virtual meeting during\n\nthe check-in or meeting time, a technical assistance phone number will be made available on the\n\nvirtual meeting registration page 15 minutes prior to the start of the meeting.\n\nWhat is the effect of giving a proxy?\n\nProxies are solicited by and on behalf of our Board. Thomas P. Gallagher and Barbara J.\n\nComly have been designated as proxy holders by our Board. When proxies are properly dated,\n\nexecuted, and returned, the shares represented by such proxies will be voted at the Annual\n\nMeeting in accordance with the instructions of the stockholder. If no specific instructions are\n\ngiven, however, the shares will be voted in accordance with the recommendations of our Board\n\nas described above. If any matters not described in this Proxy Statement are properly presented at\n\nthe Annual Meeting pursuant to our Amended and Restated By-Laws, the proxy holders will use\n\ntheir own judgment to determine how to vote the shares. If the Annual Meeting is adjourned or\n\npostponed, the proxy holders can vote the shares on the new Annual Meeting date as well, unless\n\nyou have properly revoked your proxy instructions, as described above.\n\nWhy did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of\n\nproxy materials?\n\nIn accordance with the rules of the SEC, we have elected to furnish our proxy materials,\n\nincluding this Proxy Statement and our Annual Report on Form 10-K, primarily via the internet.\n\nThe Notice containing instructions on how to access our proxy materials is first being mailed on\n\nor about April 27, 2026 to all stockholders entitled to vote at the Annual Meeting. All\n\nstockholders will have the ability to access the proxy materials on the website referred to in the\n\nNotice (www.proxyvote.com). Stockholders may also request to receive proxy materials for this\n\nAnnual Meeting or future meetings of stockholders in printed form by mail or electronically by\n\ne-mail by following the instructions contained in the Notice. We encourage stockholders to take\n\nadvantage of the availability of our proxy materials on the internet to help reduce the\n\nenvironmental impact and cost of the Annual Meeting.\n\n10\n\nWhat does it mean if I receive more than one Notice, proxy card or voting instruction\n\nform?\n\nIt generally means that some of your shares are registered differently or are in more than\n\none account. Please provide voting instructions for all Notices, proxy cards and voting\n\ninstruction forms you receive.\n\nHow are proxies solicited for the Annual Meeting?\n\nOur directors and employees are soliciting proxies for the Annual Meeting. All expenses\n\nassociated with this solicitation will be borne by us. We will reimburse brokers or other\n\nnominees for reasonable expenses that they incur in sending our proxy materials to you if a\n\nbroker, bank, or other nominee holds shares of our common stock on your behalf. In addition,\n\nour directors and employees may also solicit proxies in person, by telephone or by other means\n\nof communication. Our directors and employees will not be paid any additional compensation for\n\nsoliciting proxies.\n\nHow may my brokerage firm or other intermediary vote my shares if I fail to provide\n\ntimely directions?\n\nBrokerage firms and other intermediaries holding shares of our common stock in street\n\nname for beneficial owners are generally required to vote such shares in the manner directed by\n\nsuch beneficial owners. In the absence of timely directions, your broker will have discretion to\n\nvote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG as\n\nour independent registered public accounting firm for the year ending December 31, 2026. Your\n\nbroker will not have discretion to vote on any other proposals, which are “non-routine” matters,\n\nabsent direction from you. We refer to the absence of a vote, including on a non-routine\n\nproposal, where the broker has not received instructions as a “broker non-vote.” Broker non-\n\nvotes occur when shares held by a broker for a beneficial owner are not voted because the broker\n\ndid not receive voting instructions from the beneficial owner and lacked discretionary authority\n\nto vote the shares. Broker non-votes are counted for purposes of determining whether a quorum\n\nis present and have no effect on the outcome of the matters voted upon. Accordingly, we\n\nencourage you to provide voting instructions to your broker, whether or not you plan to attend\n\nthe Annual Meeting.\n\nWhere can I find the voting results of the Annual Meeting?\n\nWe will announce preliminary voting results at the Annual Meeting. We will also\n\ndisclose voting results on a current report on Form 8-K that we will file with the SEC within four\n\nbusiness days after the Annual Meeting. If final voting results are not available to us in time to\n\nfile a current report on Form 8-K within four business days after the Annual Meeting, we will\n\nfile a current report on Form 8-K to publish preliminary results and will provide the final results\n\nin an amendment to the current report on Form 8-K as soon as they become available.\n\n11\n\nI share an address with another stockholder, and we received only one paper copy of the\n\nNotice or proxy materials. How may I obtain an additional copy?\n\nWe have adopted a procedure approved by the SEC called “householding” which will\n\nreduce our printing costs and postage fees. Under this procedure, multiple stockholders residing\n\nat the same address will receive a single copy of the Notice or, as applicable, proxy materials\n\nunless the stockholder notified us that they wish to receive multiple copies of such materials.\n\nStockholders may revoke their consent to householding at any time by contacting Broadridge\n\nFinancial Services, Inc. (“Broadridge”) either by calling toll-free at 1-800-690-6903, or by\n\nwriting to Broadridge Financial Solutions, Householding Department, 51 Mercedes Way,\n\nEdgewood, NY 11717. We will remove you from the householding program within 30 days of\n\nreceipt of your request, following which you will receive multiple copies of such materials.\n\nIf you are a stockholder of record, upon written or oral request, we will promptly deliver\n\na separate copy of the Notice or proxy materials to such stockholder at a shared address to which\n\nwe delivered a single copy of any of these materials. To receive a separate copy of the Notice or\n\nproxy materials, such stockholder may contact Broadridge by:\n\n•Internet: www.proxyvote.com\n\n•Telephone: 1-800-690-6903\n\nAdditionally, stockholders of record who share the same address and receive multiple\n\ncopies of the Notice or proxy materials can request a single copy of such materials by contacting\n\nBroadridge at the address or telephone number above.\n\nStreet name stockholders may contact their broker, bank, or other nominee to request\n\ninformation about householding.\n\n12\n\nPROPOSAL NO. 1:\n\nELECTION OF DIRECTORS\n\nOur Board currently consists of 15 directors. Pursuant to the terms of our amended and\n\nrestated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”),\n\nall directors will be elected for annual terms following the expiration of their initial term. For\n\nmore information on the structure of our Board, see the section titled “Board of Directors and\n\nCorporate Governance.”\n\nNominees for Director\n\nAt the recommendation of our nominating and corporate governance committee (the\n\n“Nominating and Corporate Governance Committee”), our Board proposes that each of the\n\nfollowing director nominees be re-elected or elected, as applicable, at the Annual Meeting with\n\neach to serve for a one-year term expiring at our 2027 Annual Meeting and until such director’s\n\nsuccessor is duly elected and qualified or until such director’s earlier death, resignation,\n\ndisqualification, or removal:\n\nThomas P. Gallagher\n\nTalal Jassim Al-Bahar\n\nAbdulwahab Ahmad Al-Nakib\n\nJohn Beckelman\n\nDavid Brown\n\nKurt M. Eckert\n\nKenneth W. Lozier\n\nMark I. Massad\n\nLisa Moore\n\nMark F. Raymond\n\nCynthia Schwarzkopf\n\nEric Sites\n\nJill E. Sommers\n\nPaul V. Stahlin\n\nJ. Gray Teekell\n\nEach of the director nominees is a current director of the Company other than\n\nAbdulwahab Ahmad Al-Nakib. For more information concerning the director nominees, see the\n\nsection titled “Director Nominees” below.\n\nIf any director nominee for any reason is unable to serve or for good cause will not serve,\n\nthe proxies may be voted for such substitute director nominee as the proxy holder might\n\ndetermine. Each director nominee has consented to being named in the Proxy Statement and to\n\nserve if elected. Proxies cannot be voted for a greater number of individuals than the 15 director\n\nnominees named. Stockholders may not cumulate votes for the election of directors.\n\n13\n\nVote Required\n\nThe election of directors requires a plurality of the votes cast by the holders of the shares\n\nof our common stock present virtually or represented by proxy at the Annual Meeting and\n\nentitled to vote thereon which means that a director will be elected if the number of votes cast\n\n“FOR” the director exceeds the number of votes cast “AGAINST” the director. Broker non-votes\n\nand withhold will have no effect on the outcome of this proposal.\n\nOur Board recommends that you vote “FOR” all director nominees in the election of the 15\n\ndirector nominees.\n\nBoard Composition\n\nOur Amended and Restated By-Laws provides that our Board will consist of not less than\n\n3 and not more than 31 directors. Our Board currently has 15 directors. Each director is elected\n\nannually to serve until the next annual meeting of stockholders and until such director’s\n\nsuccessor is duly elected or qualified, except in the event of such director’s earlier death,\n\nresignation or removal. There is no limit on the number of terms a director may serve on our\n\nBoard.\n\nGeneral\n\nAt the Annual Meeting, our stockholders will be asked to re-elect 14 director nominees\n\nand elect 1 director nominee as set forth below, each to serve until the 2027 Annual Meeting. All\n\nof the director nominees have been recommended for election by our Nominating and Corporate\n\nGovernance Committee and approved and nominated for election by our Board.\n\nAll of the director nominees have indicated their willingness to serve if elected. If any\n\ndirector nominee is unable or unwilling to serve as a director at the time of the Annual Meeting,\n\nthen shares represented by properly executed proxies will be voted at the discretion of the\n\npersons named in those proxies for such other person as the Board may designate. We do not\n\npresently expect that any of the director nominees will be unavailable. Your proxy for the\n\nAnnual Meeting cannot be voted for more than 15 director nominees.\n\nQualifications and Experience\n\nThe Board believes that the skills, qualifications and experiences of the director nominees\n\nmake them all highly qualified to serve on our Board, both individually and as providing\n\ncomplementary skills on our Board. As outlined in our principles of corporate governance (the\n\n“Principles of Corporate Governance”), when evaluating director nominees, the Nominating and\n\nCorporate Governance Committee considers various attributes of such director nominee,\n\nincluding integrity, background, viewpoint, and experience, financial skills, breadth of\n\nexperience, knowledge about our business and industry, and ability to devote adequate time and\n\neffort to responsibilities of our Board. Additional criteria for serving as a director may be\n\nestablished by the Nominating and Corporate Governance Committee from time to time.\n\n14\n\nDirector Nominees\n\nSet forth below is the biographical information, as of the date of this Proxy Statement, for\n\neach of the directors nominated to serve on our Board for a one-year term until the 2027 Annual\n\nMeeting, as well as the reasons why the Board believes each candidate is well suited to serve as a\n\ndirector.  The terms indicated for service include the service on our Board prior to our initial\n\npublic offering (“IPO”), as applicable.\n\nName\n\nAge\n\nPosition(s)\n\nThomas P. Gallagher ....................\n\n67\n\nChairman and Chief Executive Officer\n\nTalal Jassim Al-Bahar ...................\n\n47\n\nDirector\n\nAbdulwahab Ahmad Al-Nakib .....\n\n53\n\nDirector\n\nJohn Beckelman ............................\n\n66\n\nDirector\n\nDavid Brown .................................\n\n68\n\nDirector\n\nKurt M. Eckert ..............................\n\n51\n\nDirector\n\nKenneth W. Lozier........................\n\n67\n\nDirector\n\nMark I. Massad .............................\n\n68\n\nDirector\n\nLisa Moore ....................................\n\n50\n\nDirector\n\nMark F. Raymond .........................\n\n68\n\nDirector\n\nCynthia Schwarzkopf ...................\n\n55\n\nDirector\n\nEric Sites .......................................\n\n47\n\nDirector\n\nJill E. Sommers .............................\n\n57\n\nDirector\n\nPaul V. Stahlin ..............................\n\n73\n\nDirector\n\nJ. Gray Teekell ..............................\n\n74\n\nDirector\n\nThomas P. Gallagher is one of the Company’s founders and has\n\nserved as the Chairman of the Board of the Company and the MIAX\n\nExchanges since 2008. Mr. Gallagher has been serving as the Chief\n\nExecutive Officer of the Company and the MIAX Exchanges since 2012.\n\nHe was a founding partner of the law firm Gallagher, Briody & Butler, a\n\ncorporate and securities law firm located in Princeton, New Jersey, and\n\nwas associated with the firm until joining the Company full time in\n\nDecember 2012. Mr. Gallagher has been a director of MIAX Global,\n\nLLC (“MIAX Global”) since June 2015 and MIAX Futures Exchange,\n\nLLC (“MIAX Futures,” formerly the Minneapolis Grain Exchange, LLC\n\n(MGEX)), since October 2019, becoming Chairman of the MIAX Futures\n\nBoard of Directors in June 2021. Mr. Gallagher has also been a member\n\nof The Bermuda Stock Exchange (“BSX”) Council since July 2019,\n\nbecoming Chairman of the BSX Council in February 2020. Mr. Gallagher\n\nhas been the chairman of the International Stock Exchange Group\n\nLimited (“TISEG”) since June 2025. He also serves as the Chairman and\n\nExecutive Officer of several of the Company's subsidiaries. We believe\n\nthat Mr. Gallagher is well qualified to serve as our Chairman in light of\n\n15\n\nhis in-depth knowledge of global markets, his guidance of the Company\n\nand the MIAX Exchanges as Chief Executive Officer since the\n\nCompany's inception, and his successful execution of key strategic\n\ninitiatives to grow the Company.\n\nTalal Jassim Al-Bahar has been our director since 2011. Mr. Al-\n\nBahar was previously a director of MIAX Options from March 2017 to\n\nMarch 2021 and of MIAX Pearl from March 2021 until March 2026.  Mr.\n\nAl-Bahar has over 20 years of experience in the financial and real estate\n\ninvestment and development sectors.  He is the Chairman of Arzan\n\nFinancial Group for Financing and Investment KPSC. He has been the\n\nChief Executive Officer of Kuwait Real Estate Company KSC since 2018\n\nand its Vice Chairman since 2017. Mr. Al-Bahar has also been a member\n\nof the board of directors of multiple non-U.S. publicly-traded and\n\nprivately-held companies including IFA Hotels & Resorts KPSC,\n\nCommercial Real Estate Company KPSC and Boursa Kuwait Company\n\nKPSC. We believe that Mr. Al-Bahar is well qualified to serve as our\n\ndirector based upon his international business, investment management\n\nand leadership experience.\n\nAbdulwahab Ahmad Al-Nakib is the chairman and Chief\n\nExecutive Officer of Noor Holding. With over 30 years of experience, he\n\noversees a globally diverse investment portfolio. He is also the founder\n\nand chairman of Capitoria since 2017, and the chairman and Chief\n\nExecutive Officer of Blue Aviation since 2019. Mr. Al-Nakib was\n\npreviously a director of the Company from June 2008 through July 2025.\n\nMr. Al-Nakib also has held leadership and board member experience in\n\nmultiple of non-US publicly-traded and privately-held companies\n\nincluding IFA Hotels & Resorts KPSC and Al-Deera Holding Company. \n\nWe believe that Mr. Al-Nakib is well qualified to serve as our director\n\nbased on his private equity, venture capital and banking experience as\n\nwell as prior board appointments.\n\n16\n\nJohn Beckelman has been our director since December 2016. Mr.\n\nBeckelman is a Managing Director and Vice Chairman of Fixed Income\n\nCapital Markets of Piper Sandler & Co. (formerly Sandler O’Neill +\n\nPartners, L.P., “PSC”), which he joined in 1991. Mr. Beckelman has over\n\n30 years of experience in the financial markets industry, where he works\n\nwith senior management teams to develop detailed strategic programs,\n\nincluding balance sheet restructuring, capital raising and mergers and\n\nacquisitions, tailored to financial and corporate planning goals. We believe\n\nthat Mr. Beckelman is well qualified to serve as our director based upon\n\nhis investment banking experience, including focusing upon securities and\n\nstrategic transactions and advising public and private companies.\n\nDavid Brown has been our director since May 19, 2025. Mr.\n\nBrown has been a member of the BSX council for over 20 years and has\n\nserved on the board of directors of MIAX Pearl since March 2021. Mr.\n\nBrown was the founder and Chief Executive Officer of Flagstone\n\nReinsurance Holdings Ltd. from its founding in October 2005 until\n\nNovember 2012. Mr. Brown serves on the board of directors of Hamilton\n\nInsurance Group Ltd. (NYSE: HG), as well as other non-U.S. publicly\n\ntraded and private companies including Allshores Limited and Equitable\n\nFinancial Bermuda Re Ltd. We believe that Mr. Brown is well qualified to\n\nserve as our director based on his experience in corporate finance,\n\nstrategic planning, international operations and public company board\n\nservice.\n\nKurt M. Eckert has been our director since September 2023. Mr.\n\nEckert has also been a director of MIAX Pearl since March 2017, MIAX\n\nEmerald since March 2019, MIAX Futures since February 2024, TISEG\n\nsince June 2025, MIAX Sapphire since September 2025, MIAX Global\n\nsince November 2025, and a member of the BSX Council since July 2022.\n\nHe was previously a director of MIAX Options from 2013 to March 2025\n\nand LedgerX LLC d/b/a MIAX Derivatives Exchange (“MIAXdx”) from\n\nJune 2023 to January 2026. From January 1988 through December 2022,\n\nhe was a Partner and Head of Market Structure at Wolverine Trading.  Mr.\n\nEckert has also served on the board of directors of privately-held\n\ncompanies, including the Options Clearing Corporation. We believe that\n\nMr. Eckert is well qualified to serve as our director based upon his\n\nleadership experience in the exchange industry, from both an exchange\n\nmember and governance perspective.\n\n17\n\nKenneth W. Lozier has been our director since July 28, 2025. Mr.\n\nLozier has been a director of MIAX Sapphire since September 2023 and\n\nMIAX Futures since May 2024. He was previously a director of MIAXdx\n\nfrom May 2024 to January 2026. Mr. Lozier has been an attorney and\n\nshareholder of Roselli Griegel Lozier, PC, in Hamilton, New Jersey since\n\nMarch 2025, and at Roselli Griegel Lozier & Lazzaro, PC, from\n\nNovember 2006 to February 2024. His practice includes civil and criminal\n\nlitigation as well as commercial transactions. He is currently serving on\n\nthe Judiciary in multiple jurisdictions in New Jersey and central judicial\n\nprocessing hearings for the State of New Jersey. We believe that Mr.\n\nLozier is well qualified to serve as our director based upon his legal\n\nexperience advising and representing clients in business and litigation as\n\nwell as a judicial officer.\n\nMark I. Massad has been our director since June 2021. Mr.\n\nMassad has served as a member of the BSX Council since 2020, and\n\npreviously served as a director on our MIAX Pearl board from 2016 to\n\n2021.  He is Senior Managing Director Corporate Advisory and Tax\n\nServices of OneDigital Private Client.  He has over 30 years of experience\n\nin corporate finance and accounting. We believe that Mr. Massad is well\n\nqualified to serve as our director based upon his business and leadership\n\nexperience as a financial and accounting professional and business and\n\nstrategic advisor to public and private companies.\n\nLisa Moore has been our director since September 2023. She was\n\npreviously a director of MIAXdx from October 2023 to January 2026. Ms.\n\nMoore served as the Head of Business Critical Transformation at Vonage\n\nHoldings Corporation until August 2025, and as Vice President, Internal\n\nAudit and Vice President, Risk Advisory and Assurance until May 2023.\n\nPrior thereto, Ms. Moore was Vice President, Internal Audit at Kate Spade\n\n& Company, and also a Senior Manager at Ernst & Young LLP, where she\n\nworked for over fifteen years. We believe that Ms. Moore is well qualified\n\nto serve as our director based upon her audit and risk management\n\nexecutive experience, including working with finance and information\n\ntechnology companies.\n\n18\n\nMark F. Raymond has been our director since October 2011. Mr.\n\nRaymond is the managing partner of Nelson Mullins Riley & Scarborough\n\nLLP's Miami office, which he joined in 2018. He serves as Co-Chair of\n\nthe firm’s litigation practice and has engaged in complex commercial\n\nlitigation for over 35 years. His practice includes defending class actions\n\nand advising boards of directors and general counsel. We believe that Mr.\n\nRaymond is well qualified to serve as our director based upon his\n\nrepresentation of public companies in complex business and securities\n\nlitigation and advising companies in transactional and business operations.\n\nCynthia Schwarzkopf has been our director since September 2023.\n\nMs. Schwarzkopf has been a director of MIAX Options since 2014 and\n\nMIAX Pearl since December 2016, and a member of the BSX Council\n\nsince June 2024. Ms. Schwarzkopf is a philanthropic speaker and active in\n\nmotivational speaking. She served as a director of Operation Healing\n\nForces, a charitable organization, from November 2016 until January\n\n2022. She previously held management positions at The Mirage Hotel,\n\nTreasure Island Hotel and Casino, and The Mirage Resorts, Inc. We\n\nbelieve that Ms. Schwarzkopf is well qualified to serve as our director\n\nbased upon her management and public communication experience and\n\nskills.\n\nEric Sites has been our director since April 24, 2026. He is a Vice\n\nPresident, Portfolio Manager and Research Analyst at Horizon Kinetics\n\nHolding Corp., which he joined in 2004. Mr. Sites has over 20 years of\n\nexperience in the asset management industry. Mr. Sites previously served\n\nas a member of the BSX Council from February 2016 until March 2025.\n\nHe has also served as a director of multiple public and private companies\n\nincluding the Canadian Securities Exchange, Consensus Mining and\n\nSeigniorage Company (OTCQX: CMSG), and Renn Fund (NYSE: RCG).\n\nHe is currently a director of Nocopi Technologies Inc. (OTC: NNUP) and\n\nIL&FS Securities Services Ltd (ISSL) of India. We believe that Mr. Sites\n\nis well qualified to be our director based upon his exchange industry\n\nknowledge, asset management experience and prior directorships.\n\n19\n\nJill E. Sommers has been our director since March 25, 2026 and\n\nof MIAX Futures since February 2024. She was also a director of\n\nMIAXdx from May 2023 until January 2026. She currently serves as a\n\nmember of the U.S. Department of the Treasury, Financial Research\n\nAdvisory Committee since 2024.  Ms. Sommers was previously the Chair\n\nof the Derivatives Practice Group at Patomak Global Partners from 2014\n\nto 2025. She was confirmed by the U.S. Senate to serve two terms as a\n\nCommissioner at the Commodity Futures Trading Commission from 2007\n\nto 2013, was the Commission Representative to the Technical Committee\n\nmeetings of the International Organization of Securities Commissions\n\nfrom 2009 to 2013, and the Chairman and Designated Federal Official of\n\nthe Commission’s Global Markets Advisory Committee from 2008 to\n\n2013. Ms. Sommers was the Policy Director and Head of Government\n\nAffairs for the International Swaps and Derivatives Association from 2005\n\nto 2006, and the Managing Director of Regulatory Affairs for the Chicago\n\nMercantile Exchange Inc. from 1998 to 2004. Ms. Sommers currently\n\nserves on the boards of Robinhood VF (NYSE: RVI), Canton Strategic\n\nHoldings Inc. (NASDAQ: CNTN) and other private companies. She has\n\npreviously served on the boards of the National Futures Association and\n\nCboe Global Markets, Inc. (CboeBZX: CBOE). We believe that Ms.\n\nSommers is well qualified to serve as our director based on her knowledge\n\nof financial and derivatives markets and service on the boards of various\n\nregulated entities.\n\nPaul V. Stahlin has been our director since 2014. Mr. Stahlin has\n\nserved as a director on the board of directors of Northfield Bancorp, Inc.\n\n(NASDAQ: NFBK) and Northfield Bank since January 2019 and of the\n\nNorthfield Bank Foundation since May 2022. He has served on the board\n\nof directors of multiple privately-held companies. Mr. Stahlin was\n\nemployed by Fulton Financial Corporation from 2005 until April 2014,\n\nwhere he served as chief executive officer and president of various of its\n\nbanking subsidiaries. We believe that Mr. Stahlin is well qualified to serve\n\nas our director based upon his audit and accounting experience, including\n\nfor public companies.\n\n20\n\nJ. Gray Teekell has been our director since 2019 and a director of\n\nMIAX Options since October 2010. Mr. Teekell is President and Chief\n\nExecutive Officer of The Teekell Company, Inc., a private insurance\n\nadvisory firm that Mr. Teekell co-founded and for which he has been a\n\ndirector since 1977, and President of Teekell Oil & Gas, Inc., a private\n\ncompany.  He has also served on the boards of multiple privately-held\n\ncompanies, and civic and charitable boards. We believe that Mr. Teekell is\n\nwell qualified to serve as our director based upon his financial, insurance\n\nand investment experience.\n\n21\n\nBOARD OF DIRECTORS AND CORPORATE GOVERNANCE\n\nDirector Independence\n\nUnder the rules of the New York Stock Exchange (“NYSE”), independent directors must\n\ncomprise a majority of a listed company’s board of directors within one year of the completion\n\nof its initial public offering. In addition, the rules of NYSE require that, subject to specified\n\nexceptions, each member of a listed company’s audit and compensation committees be\n\nindependent and that director nominees be selected or recommended for the board’s selection by\n\nindependent directors constituting a majority of the independent directors or by a nominating and\n\ncorporate governance committee comprised solely of independent directors. Under the rules of\n\nNYSE, a director will only qualify as “independent” if, in the opinion of that company’s board of\n\ndirectors, that person does not have a relationship that would interfere with the exercise of\n\nindependent judgment in carrying out the responsibilities of a director and that such person is\n\n“independent” as defined under NYSE rules and the Securities Exchange Act of 1934, as\n\namended (the “Exchange Act”) rules.\n\nAudit committee members must also satisfy the independence criteria set forth in Rule\n\n10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule\n\n10A-3, a member of an audit committee of a listed company may not, other than in their capacity\n\nas a member of the audit committee, the board of directors, or any other board committee: (1)\n\naccept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed\n\ncompany or any of its subsidiaries or (2) be an affiliated person of the listed company or any of\n\nits subsidiaries.\n\nBased upon information requested from and provided by each director concerning their\n\nbackground, employment and affiliations, including family relationships, our Board has\n\ndetermined that each of our current directors, with the exception of Thomas P. Gallagher, John\n\nBeckelman, Lee Becker, Kurt M. Eckert and Eric Sites, is an “independent director” as defined\n\nunder applicable rules of NYSE, including, in the case of David Brown, Lisa Moore and Paul V.\n\nStahlin, the independence criteria set forth in Rule 10A-3 under the Exchange Act. Each of the\n\nmembers of our Compensation Committee are also “non-employee directors” as defined in\n\nSection 16b-3 of the Exchange Act. In making such determination, our Board considered the\n\nrelationships that each such non-employee director has with us and all other facts and\n\ncircumstances that our Board deemed relevant in determining their independence, including the\n\nbeneficial ownership of our common stock by each non-employee director.\n\nLeadership Structure of the Board\n\nThe Nominating and Corporate Governance Committee and the Board annually review\n\nthe Board’s leadership structure to evaluate whether the structure remains appropriate for us. Our\n\nPrinciples of Corporate Governance provide our Board with flexibility to combine or separate the\n\npositions of chair of our Board and Chief Executive Officer. Our Chief Executive Officer\n\ncurrently serves as the chair of the Board. Our Board and Nominating and Corporate Governance\n\nCommittee have concluded that our current leadership structure is appropriate at this time and\n\nthat it is in the best interests for us and our stockholders for Thomas P. Gallagher to serve as both\n\n22\n\nChairman and Chief Executive Officer due to his in-depth knowledge of exchange markets, his\n\nexperience and guidance as a founder of the Company, and his successful execution of key\n\nstrategic initiatives to grow the Company.\n\nBoard Risk Oversight Process\n\nOur Board plays an active role, as a whole and also at the committee level, in overseeing\n\nthe management of our business risks. Our Board, as a whole, is responsible for general\n\noversight of business risks and regular review of information regarding our risks, including\n\nfinancial and operational risks. Our risk committee (the “Risk Committee”, together with the\n\nAudit Committee, the Compensation Committee and the Nominating and Corporate Governance\n\nCommittee, the “Committees”) is responsible for overseeing the risk assessment and risk\n\nmanagement of our Company and subsidiaries, including risks related to our compliance with\n\nlaws, regulations and our policies and risks related to cybersecurity. Our Audit Committee is\n\nresponsible for overseeing the Company’s risk assessment and risk management with respect to\n\nfinancial reporting. The Audit Committee reviews and discusses with management, and makes\n\nrecommendations to the Board, as appropriate, regarding our financial reporting risks and the\n\nsteps and mitigating activities used by the Company to monitor and control such risks, including\n\nguidelines and policies to govern the process by which this is handled. Our Compensation\n\nCommittee oversees the assessment of risks related to our compensation policies and programs\n\napplicable to officers and employees. Our Board receives regular reports and input from each of\n\nthe Committees with respect to their particular risk oversight responsibilities.\n\nBoard Oversight of Corporate Strategy\n\nOur Board actively oversees management’s establishment and execution of corporate\n\nstrategy, including reviewing and approving our strategies and long-term plans, annual operating\n\nand capital budgets and significant transactions, as well as overseeing our processes for assessing\n\nand managing risk. The Board reviews our strategic plan at least annually and monitors its\n\nimplementation throughout the year. Our Board’s skill set and experience enhances their ability\n\nto support management in the execution and evaluation of our corporate strategy.\n\nManagement Succession Planning\n\nIn connection with its oversight of our management, one of our Board’s core\n\nresponsibilities is to engage in succession planning for our Board and key leadership roles on our\n\nBoard and its Committees, including to plan for the succession of our Chief Executive Officer.\n\nOur Board has delegated primary oversight responsibility for succession planning for our key\n\nleadership positions, including our Chief Executive Officer, to the Nominating and Corporate\n\nGovernance Committee. The charter of the Nominating and Corporate Governance Committee\n\nprovides that the Nominating and Corporate Governance Committee will at least annually review\n\nBoard succession planning and management development, including recommendations and\n\nevaluations of potential successors to fill the Chief Executive Officer position and other senior\n\nmanagement positions. The succession planning process includes consideration of both ordinary\n\ncourse succession, in the event of planned promotions and retirements, and planning for\n\n23\n\nsituations where the Chief Executive Officer or another member of senior management\n\nunexpectedly becomes unable to perform the duties of their positions.\n\nBoard Oversight of Information Security\n\nThe Board recognizes that our business depends on the confidentiality, integrity,\n\navailability, performance, security, and reliability of our data and technology systems and\n\ndevotes time and attention to the oversight of cybersecurity and information security risk.\n\nThe Risk Committee reviews reports regarding technology operations, technology\n\ngovernance, information security, and business continuity planning (“BCP”) for the Company\n\nand our operating subsidiaries. Written reports from our Chief Information Security Officer\n\naddress the results of the risk assessment process, risk management and control decisions, any\n\nmaterial service provider arrangements, any significant outages, results of physical and\n\ncybersecurity monitoring and testing, BCP exercise schedules and results, BCP invocations,\n\nphysical or cybersecurity breaches or violations and management’s response, significant data\n\nprivacy matters, and any recommendations for major changes to such programs. The Risk\n\nCommittee reports findings and recommendations to the Board as needed.\n\nFor more information on our cybersecurity risk management systems and processes, see\n\nthe section titled “Part I–Item 1C. Cybersecurity” in our Annual Report on Form 10-K.\n\nBoard Attendance\n\nBoard of Directors and Committee Meetings and Attendance\n\nWe became a public company upon the completion of our IPO in August 2025.  In\n\nconnection with the IPO, we authorized the formation of a Nominating and Corporate\n\nGovernance Committee, and restructured our other committees to operate as public company\n\ncommittees. During 2025, our Board met nine (9) times, the Audit Committee met five (5) times,\n\nthe Compensation Committee met four (4) times, the Nominating and Corporate Governance\n\nCommittee met three (3) times and the Risk Committee met three (3) times.\n\nDuring 2025, each member of our Board attended at least 75% of the aggregate of (i) the\n\ntotal number of meetings of our Board held during the period for which he or she was a director\n\nand (ii) the total number of meetings held by all committees of our Board on which he or she\n\nserved during the periods that he or she served.\n\nExecutive Sessions\n\nTo encourage and enhance communication among non-employee directors, and as\n\nrequired under applicable NYSE rules, our Corporate Governance Guidelines provide that the\n\nnon-employee directors will meet in executive sessions without management present on a\n\nperiodic basis and without non-independent directors no less than once per year. Such executive\n\nsessions generally will be led by our lead director.\n\n24\n\nAnnual Meeting Attendance\n\nWe encourage members of the Board to attend our Annual Meeting. This is our first\n\nAnnual Meeting since our IPO; therefore, we did not have an annual meeting last year for our\n\nBoard to attend. Meetings of the Board and the Committees are being held in conjunction with\n\nthe Annual Meeting. We expect all director nominees will attend the Annual Meeting.\n\nCommittees of the Board\n\nOverview\n\nOur Board has the following standing committees:\n\n•Nominating and Corporate Governance Committee,\n\n•Audit Committee,\n\n•Compensation Committee, and\n\n•Risk Committee.\n\nEach of the Committees has a charter available on the “Governance” page of our investor\n\nrelations website at: http://ir.miaxglobal.com. The information on our website is not intended to\n\nform a part of or be incorporated by reference into this Proxy Statement.\n\nThe following table is a listing of the composition of our standing Committees during\n\n2025 and as of the date of this Proxy Statement.\n\n25\n\nNominating and Corporate Governance Committee\n\nOur Nominating and Corporate Governance Committee’s responsibilities include:\n\n•reviewing and recommending to our Board the skills, experience, characteristics,\n\nand other criteria for identifying and evaluating directors and director candidates;\n\n•identifying, reviewing the qualifications of, and recruiting individuals for election\n\nas members of our Board, taking into consideration any qualified director\n\ncandidates recommended by a stockholder in compliance with the requirements\n\nspecified in our Amended and Restated By-Laws and other governing policies and\n\nlaws;\n\n•recommending to our Board the persons for election or reelection to our Board at\n\neach annual stockholders’ meeting;\n\n•recommending committee members and chairs to our Board for appointment and\n\nconsidering periodically rotating directors among the Committees;\n\n•recommending to our Board qualified candidates to be elected by our Board as\n\nnecessary to fill vacancies and newly created directorships;\n\n•developing and recommending to our Board appropriate corporate governance\n\nprinciples, and annually reviewing such principles and recommending changes to\n\nour Board as appropriate;\n\n•annually reviewing and making recommendations to our Board with respect to\n\nour Board leadership structure;\n\n•annually evaluating the composition of our Board and its Committees to assess\n\nwhether the skills, experience, characteristics and other criteria are currently\n\nrepresented on our Board as whole and in individual directors;\n\n•establishing procedures for the consideration of director candidates recommended\n\nby our stockholders to the committee;\n\n•reviewing and assessing any governance-related stockholder proposals submitted\n\nto us for inclusion in our proxy statement;\n\n•reviewing and discussing with management regarding the disclosure of our\n\ncorporate governance practices, director independence, and the director\n\nnomination process in our SEC reports;\n\n•devising and proposing to our Board a code of business conduct for directors,\n\nofficers, and employees, that addresses conflicts of interest and compliance with\n\napplicable laws, rules and regulations and monitoring compliance with such code;\n\n26\n\n•reviewing, at least annually, the adequacy of the Nominating and Corporate\n\nGovernance Committee’s charter; and\n\n•performing, on an annual basis, an evaluation of the performance of the\n\nNominating and Corporate Governance Committee.\n\nThe members of our Nominating and Corporate Governance Committee are Kenneth W.\n\nLozier, Mark F. Raymond and Cynthia Schwarzkopf. Mr. Raymond is the chair of the\n\nNominating and Corporate Governance Committee.\n\nDirector Nomination to the Board\n\nCandidates for nomination to our Board are selected by our Board based on the\n\nrecommendation of the Nominating and Corporate Governance Committee in accordance with\n\nthe committee’s charter, our Amended and Restated Certificate of Incorporation, our Amended\n\nand Restated By-Laws, our Principles of Corporate Governance, and the criteria approved by our\n\nBoard regarding director candidate qualifications. In recommending candidates for nomination,\n\nthe Nominating and Corporate Governance Committee considers candidates recommended by\n\ndirectors, officers, employees, stockholders, and others, using the same criteria to evaluate all\n\ncandidates. Evaluations of candidates generally involve a review of background materials,\n\ninternal discussions, and interviews with selected candidates as appropriate. In addition, the\n\nNominating and Corporate Governance Committee may engage consultants or third-party search\n\nfirms to assist in identifying and evaluating potential director nominees.\n\nAdditional information regarding the process for properly submitting stockholder\n\nnominations for candidates for membership on our Board is set forth in the section titled\n\n“Additional Information—Submitting Proxy Proposals and Director Nominations for the 2027\n\nAnnual Meeting.”\n\nAudit Committee\n\nThe Audit Committee’s responsibilities include:\n\n•appointing, approving the compensation of, and evaluating the qualifications,\n\nperformance, and independence of our independent registered public accounting\n\nfirm;\n\n•overseeing the work of our independent registered public accounting firm,\n\nincluding through the receipt and consideration of reports from such firm, and\n\npre-approving all audit and permitted non-audit services to be performed by our\n\nindependent registered public accounting firm;\n\n•reviewing and discussing with management and our independent registered public\n\naccounting firm our annual and quarterly financial statements;\n\n27\n\n•reviewing and discussing with management and our independent registered public\n\naccounting firm any major issues regarding critical accounting principles and\n\nfinancial statement presentations;\n\n•overseeing our internal control over financial reporting, disclosure controls and\n\nprocedures, code of business conduct and ethics, procedures for complaints, and\n\nlegal and regulatory matters;\n\n•reviewing, approving, and overseeing policies regarding hiring current or former\n\nemployees from our independent registered public accounting firm, and\n\nestablishing and reviewing procedures for the receipt and retention of accounting-\n\nrelated complaints and concerns;\n\n•meeting independently with our independent registered public accounting firm\n\nand management;\n\n•reviewing and approving any related person transactions;\n\n•overseeing our risk assessment and risk management with respect to financial\n\nreporting;\n\n•preparing the audit committee report required by SEC rules;\n\n•reviewing, at least annually, the adequacy of the Audit Committee’s charter; and\n\n•conducting, at least annually, an evaluation of the performance of the Audit\n\nCommittee.\n\nAll audit services and all non-audit services, other than de minimis non-audit services, to\n\nbe provided to us by our independent registered public accounting firm must be approved in\n\nadvance by our Audit Committee.\n\nThe members of our Audit Committee are David Brown, Lisa Moore and Paul V. Stahlin.\n\nMr. Stahlin is the chair of the Audit Committee. Our Board has also determined that Mr.\n\nStahlin qualifies as an “audit committee financial expert,” as defined under Item 407 of\n\nRegulation S-K, and has the requisite financial sophistication as defined under the applicable\n\nrules and regulations.\n\nCompensation Committee\n\nOur Compensation Committee’s responsibilities include:\n\n•establishing and overseeing our overall compensation philosophy, including\n\nassessing whether the philosophy is aligned with our business strategy and\n\nstockholder interests and establishing appropriate incentives for management and\n\nemployees;\n\n28\n\n•annually reviewing and recommending to the Board for approval the corporate\n\ngoals and objectives relevant to the compensation of our Chief Executive Officer\n\nand our other executive officers;\n\n•determining and approving the compensation levels of our Chief Executive\n\nOfficer and other executive officers;\n\n•periodically reviewing and making recommendations to our Board with respect to\n\ndirector compensation;\n\n•administering and making recommendations to our Board with respect to the\n\ndesign, implementation and administration of our incentive compensation, and\n\nequity-based compensation plans;\n\n•reviewing and approving the design of other benefit plans pertaining to our\n\nexecutive officers, including approving, amending or modifying the terms of any\n\nother compensation and benefit plan;\n\n•reviewing and recommending to our Board regarding any employment and\n\nseverance arrangements for our executive officers, including employment\n\nagreements and change-in-control provisions, plans or agreements;\n\n•annually reviewing compliance by executive officers and directors with the\n\nCompany's stock ownership guidelines;\n\n•selecting, retaining, and terminating advice of an expert, legal counsel, or other\n\nadvisor, and determining the related fees and retention terms of such expert,\n\noutside counsel or advisor;\n\n•overseeing the preparation of, if required, the annual compensation committee\n\nreport on executive compensation for inclusion in our annual proxy statement in\n\naccordance with the applicable proxy rules;\n\n•reviewing and discussing with management regarding our compensation\n\ndiscussion and analysis,  if any, and any related or other compensation disclosures\n\nrequired in our SEC reports;\n\n•reviewing succession plans for positions held by executive officers;\n\n•overseeing the assessment of the risks related to our compensation policies and\n\nprograms applicable to our officers and employees;\n\n•assessing annually whether the work of any compensation consultants involved in\n\ndetermining or recommending executive or director compensation raises any\n\nconflict of interests that need to be disclosed in our SEC reports;\n\n29\n\n•overseeing the administration of our clawback policy, if any, and reviewing and\n\nrecommending any policy changes to our Board as appropriate;\n\n•reviewing any remuneration proposals from our stockholders and overseeing our\n\nengagement with stockholders regarding executive compensation matters;\n\n•reviewing and recommending to the Board for approval any proposal regarding\n\nSay-on-Pay to be included in our annual proxy statement, if and when required by\n\nSection 14A of the Exchange Act (the “Say-on-Pay Vote”);\n\n•reviewing and recommending to the Board for approval the frequency with which\n\nour Company will conduct the Say-on-Pay Vote (“Say-on-Pay Frequency Vote”),\n\nand reviewing the results of any Say-on-Pay Vote and Say-on-Pay Frequency\n\nVote;\n\n•reviewing, at least annually, the adequacy of the Compensation Committee’s\n\ncharter; and\n\n•conducting, on an annual basis, an evaluation of the performance of the\n\nCompensation Committee.\n\nThe members of our Compensation Committee are Talal Jassim Al-Bahar, Mark F.\n\nRaymond and J. Gray Teekell.  Mr. Al-Bahar is the chair of the Compensation Committee.\n\nRisk Committee\n\nOur Risk Committee’s responsibilities include:\n\n•periodically reviewing our Enterprise Risk Management (“ERM”) Policy and\n\nRisk Management Framework;\n\n•reviewing the risk framework for each of our subsidiaries and any “red threshold”\n\nbreaches of its related risk metrics, including financial, legal, compliance,\n\nregulatory, reputational and operational risks and the remediation steps\n\nmanagement has taken;\n\n•managing escalated risk management matters;\n\n•managing emergency risk-related matters;\n\n•reviewing the risk assessments of each of our subsidiaries;\n\n•reviewing the regulatory disclosures regarding risk, including those contained in\n\nour SEC reports;\n\n30\n\n•reviewing, with the Company’s general counsel (“General Counsel”) , any legal\n\nmatters that could have a significant impact on our business, operations, financial\n\nstatements or reputation;\n\n•reviewing business, regulatory, technology, cyber security, and clearing risks\n\nsignificant impact on our business, operations or reputation;\n\n•periodically reviewing our insurance arrangements;\n\n•reviewing regular reports, on at least a quarterly basis, from our Chief Risk\n\nOfficer;\n\n•evaluating our ERM function, including its performance, organization, practices,\n\nbudgeting and staffing;\n\n•evaluating, on an annual basis, the performance of our Chief Risk Officer;\n\n•reviewing our subsidiaries’ reports regarding technology operations, technology\n\ngovernance, information security, and business continuity planning, with such\n\nreports addressing the results of such subsidiary’s risk assessment process, risk\n\nmanagement and control decisions, material service provider arrangements,\n\nsignificant technology outages, results of monitoring and testing, physical or\n\ncyber security breaches or violations and management response, significant data\n\nprivacy matters and any recommendations for changes to programs;\n\n•providing feedback and questions to technology operations, information security,\n\nand business continuity planning for management on desired metrics, reporting\n\ndetail and any specific concerns;\n\n•reviewing, at least annually, the adequacy of the Risk Committee’s charter; and\n\n•conducting, on an annual basis, an evaluation of the performance of the Risk\n\nCommittee.\n\nThe members of our Risk Committee are Kurt M. Eckert, Lisa Moore, and Paul V.\n\nStahlin. Ms. Moore is the chair of the Risk Committee.\n\nCorporate Policies\n\nPrinciples of Corporate Governance\n\nWe adopted Principles of Corporate Governance that serve as a framework for the\n\ngovernance of our Company and to comply with the NYSE and other legal requirements. These\n\nguidelines cover a number of areas, including oversight responsibilities, committee structures,\n\ndirector qualifications, meeting procedures, risk management, succession planning, director\n\ncompensation, compliance, confidentiality, performance evaluations (including self-evaluations\n\nof our Board and committees), and interactions with investors and other constituencies to ensure\n\n31\n\neffective governance and compliance with legal and regulatory requirements. A copy of our\n\nPrinciples of Corporate Governance is available on the Governance section of our investor\n\nrelations website, www.ir.miaxglobal.com. The information on our website is not intended to\n\nform a part of or be incorporated by reference into this Proxy Statement.\n\nCode of Business Conduct and Code of Ethics\n\nWe have adopted a written code of business conduct (“Code of Conduct”) that applies to\n\nour directors, officers and employees. We have also adopted a code of ethics for senior financial\n\nofficers (“Code of Ethics”). Current copies of the Code of Conduct and Code of Ethics are\n\navailable on the “Governance” section of our investor relations website, www.ir.miaxglobal.com.\n\nWe expect that any amendments to the Code of Conduct or Code of Ethics, as well as any\n\nwaivers under the Code of Ethics, will be disclosed on our website. The information on our\n\nwebsite is not intended to form a part of or be incorporated by reference into this Proxy\n\nStatement.\n\nCompensation Committee Interlocks and Insider Participation\n\nNone of the current members of our Compensation Committee, or any member that\n\nserved during the past fiscal year, is or has been at any time an officer or employee of our\n\nCompany. None of our executive officers currently serves, or in the past fiscal year has served,\n\nas a member of the Board or the Compensation Committee (or other board committee\n\nperforming equivalent functions) of any entity that has one or more of its executive officers\n\nserving on our Compensation Committee or our Board. See the section titled “Certain\n\nRelationships and Related Party Transactions” for information about related party transactions\n\ninvolving members of our Board and Compensation Committee.\n\nInsider Trading Policy\n\nOur insider trading policy (the “Insider Trading Policy”) prohibits Company directors,\n\nofficers and employees worldwide from trading in Company securities while in possession of\n\nmaterial, non-public information about the Company. The Insider Trading Policy is designed to\n\npromote compliance with insider trading laws, rules and regulations, as well as the rules and\n\nregulations of the NYSE. The policy also applies to transactions in the securities of other entities\n\nto the extent covered persons are in possession of any material, non-public information relating\n\nto those securities gained in the course of a covered person’s relationship with the Company.\n\nUnder the policy, certain individuals are prohibited from trading in our securities during various\n\ntimes throughout the year known as “blackout periods,” and those individuals must also receive\n\npre-clearance from our General Counsel or a designee thereof in our legal department before\n\nbuying, selling, transferring or otherwise trading in our securities.\n\nOur Insider Trading Policy prohibits all covered persons (as such term is defined therein)\n\nfrom entering into transactions involving options to purchase or sell our common stock or other\n\nderivatives related to our common stock, except for employee stock options and other securities\n\nissued pursuant to Company equity incentive plans.\n\n32\n\nAll covered persons are prohibited from entering into pledges or margin loans of our\n\nsecurities, other than if a covered person wishes to pledge securities as collateral for a loan and\n\nclearly demonstrates the financial capacity to repay such loan without resort to the pledged\n\nsecurities, provided that they otherwise comply with the remainder of our Insider Trading Policy.\n\nAny of our Company directors, executive officers or other corporate officers who wishes to\n\npledge our securities as collateral for a loan must receive approval from our Compensation\n\nCommittee prior to such transaction.\n\nOur Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K.\n\nRule 10b5-1 Trading Plans\n\nAs an exception to the trading restrictions that otherwise apply under our Insider Trading\n\nPolicy, covered persons may complete pre-scheduled or pre-arranged transactions in our\n\nsecurities at any time, including during blackout periods or even when the covered person\n\npossesses material non-public information under properly established Rule 10b5-1 plans adopted\n\npursuant to Rule 10b5-1 of the Exchange Act. Under Rule 10b5-1, insiders can buy and sell our\n\nstock over a designated period by adopting pre-arranged stock trading plans at a time when they\n\nare not aware of material non-public information about us, and thereafter trade shares of our\n\ncommon stock in accordance with the terms of their predetermined stock trading plans without\n\nregard to whether or not they are in possession of material non-public information about us at the\n\ntime of the sale. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters\n\nestablished by an individual when entering into the plan, without further direction from the\n\nindividual while the plan is in effect.\n\nUnder our Insider Trading Policy, covered persons who desire to implement or modify a\n\nRule 10b5-1 plan must first submit and obtain approval by the General Counsel or a designee\n\nthereof in our legal department of the specific plan proposed. In order to be eligible for approval,\n\nany adoption or modification of a Rule 10b5-1 plan must occur outside of a blackout period\n\nwhen the covered person is not aware of material, non-public information about our Company or\n\nour securities, among other conditions, and transactions conducted under such plans are subject\n\nto certain “cooling-off” periods. \n\nCompensation Recovery Policy\n\nWe have adopted a compensation recovery policy (the “Clawback Policy”) intended to\n\ncomply with applicable SEC rules, Section 10D of the Exchange Act, Rule 10D-1 of the\n\nExchange Act and Section 303A.14 of the NYSE Listed Issuer Manual. The Clawback Policy is\n\nadministered by our Compensation Committee (in such capacity, the “Administrator”) and\n\nenables us to recover from current and former executive officers (as such term is defined in the\n\nClawback Policy), and such additional employees as may be identified by the Administrator\n\nfrom time to time, excess incentive compensation (as defined in the Clawback Policy) in the\n\nevent of an accounting restatement resulting from material noncompliance with any financial\n\nreporting requirements under federal securities laws.\n\n33\n\nA copy of our Clawback Policy is filed as Exhibit 97.1 to our Annual Report on Form 10-\n\nK.\n\nCommunications by Stockholders and Other Interested Parties with the Board\n\nStockholders and other interested parties may contact an individual director, the Board as\n\na group, or a specified Board committee or group, including the independent directors as a group,\n\nby sending regular mail to: Miami International Holdings, Inc., Attn: Corporate Secretary, 7\n\nRoszel Road, Suite 1A, Princeton, New Jersey, 08540.\n\nEach communication should specify which director or directors the communication is\n\naddressed to, as well as the general topic of the communication. The Company will receive the\n\ncommunications and process them before forwarding them to the addressees. The Company may\n\nalso refer communications to other departments within the Company. The Company generally\n\nwill not forward to the directors a communication that is primarily commercial in nature, relates\n\nto an improper or irrelevant topic, or requests general information regarding the Company.\n\n34\n\nEXECUTIVE OFFICERS\n\nThe following table sets forth the name, age, and position of the individuals who serve as\n\nour executive officers, followed by a biography of each executive officer.\n\nName\n\nAge\n\nPosition(s)\n\nThomas P. Gallagher ..................\n\n67\n\nChairman and Chief Executive Officer\n\nShelly Brown ..............................\n\n66\n\nExecutive Vice President – Chief Strategy Officer;\n\nChief Executive Officer of MIAX Futures\n\nBarbara J. Comly ........................\n\n67\n\nExecutive Vice President, General Counsel and\n\nCorporate Secretary\n\nEdward Deitzel ...........................\n\n58\n\nExecutive Vice President and Chief Regulatory\n\nOfficer; Chief Compliance Officer of the MIAX\n\nExchanges\n\nLance Emmons ...........................\n\n54\n\nExecutive Vice President and Chief Financial Officer\n\nDouglas M. Schafer Jr. ...............\n\n65\n\nExecutive Vice President and Chief Information\n\nOfficer\n\nJohn Smollen ..............................\n\n65\n\nExecutive Vice President – New Product\n\nDevelopment\n\nHarish Jayabalan ........................\n\n50\n\nExecutive Vice President, Chief Information\n\nSecurity Officer and Chief Risk Officer\n\nCees Vermaas .............................\n\n61\n\nChief Executive Officer of TISEG\n\nThomas P. Gallagher — See “Proposal 1: Election of Directors” for the biography of Mr.\n\nGallagher.\n\nShelly Brown has served as the Company’s Executive Vice President, Chief Strategy\n\nOfficer since November 2025 and previously served as Executive Vice President, Strategic\n\nPlanning and Business Development from April 2011 until November 2025. In November of\n\n2025, Mr. Brown was appointed to serve as the Chief Executive Officer for MIAX Futures. Prior\n\nto joining the Company, Mr. Brown served as the Director of Business Management for PEAK6\n\nInvestments LLC, a private Chicago-based trading firm, where he was head of options execution\n\nfrom September 2009 to February 2011. Prior thereto, Mr. Brown held a number of positions in\n\nthe financial markets including as Associate Vice President at NASDAQ OMX Group, Inc.\n\n(now, Nasdaq, Inc.), Vice President, Derivatives Trading Strategy at the Philadelphia Stock\n\nExchange (now, Nasdaq PHLX LLC) from April 2006 to September 2009, and Manager of\n\nOptions Trading Systems and co-head of Options Business Development at Susquehanna\n\nInternational Group (“SIG”) from April 2001 to April 2006. Prior to joining SIG, Mr. Brown was\n\na founder and Managing Director of Risk Information Systems and Consulting.\n\nBarbara J. Comly is one of the Company’s founders and the Company’s Executive Vice\n\nPresident, General Counsel and Corporate Secretary. She has served as General Counsel and\n\nCorporate Secretary since the Company’s inception in 2007. Ms. Comly joined the Company full\n\ntime as an Executive Vice President in her current roles in December 2012. Ms. Comly was a\n\n35\n\nPartner at Gallagher, Briody & Butler prior to joining the Company and an associate at Morgan,\n\nLewis & Bockius LLP from February 1990 until June 1994 and Shearman & Sterling LLP from\n\nSeptember 1987 until December 1989, practicing in the area of corporate and securities law.\n\nEdward Deitzel is Executive Vice President, Chief Regulatory Officer and Chief\n\nCompliance Officer for the MIAX Exchanges. Mr. Deitzel has served as our Chief Regulatory\n\nOfficer since March 2009 and Chief Compliance Officer for the MIAX Exchanges since October\n\n2015. Prior to joining the Company, Mr. Deitzel held a number of positions in surveillance at the\n\nPhiladelphia Stock Exchange (now, Nasdaq PHLX LLC) from January 1997 through March\n\n2009.\n\nLance Emmons has served as the Company’s Executive Vice President, Chief Financial\n\nOfficer since March 2020. Prior to joining the Company, Mr. Emmons served as Chief Financial\n\nOfficer of several startups, including Princeton Identity from June 2018 to April 2019. Mr.\n\nEmmons worked at International Securities Exchange (now Nasdaq ISE, LLC) from March 2004\n\nto December 2016, most recently as Senior Vice President, Finance and Administration,\n\nController.\n\nDouglas M. Schafer Jr. has served as the Company’s Executive Vice President, Chief\n\nInformation Officer of the Company since March 2011. Mr. Schafer also serves as President of\n\nMiami International Technologies since March 2011. Mr. Schafer also served as a director of the\n\nCompany from March 2011 until July 2025. Prior to joining the Company, Mr. Schafer served in\n\na number of positions with the Philadelphia Stock Exchange (now, NASDAQ PHLX LLC) from\n\n1993 to 2008 and as Vice President of Derivatives Trading Systems Development for Nasdaq\n\nOMX PHLX LLC (now, NASDAQ PHLX LLC) from 2008 until March 2011.\n\nJohn Smollen has served as the Company’s Executive Vice President, New Product\n\nDevelopment since November 2025 and previously served as Executive Vice President, Head of\n\nExchange Traded Products and Strategic Relations from July 2015 until November 2025. He\n\nserved as a Managing Director for Goldman Sachs from 2001 to 2011 and as a floor director at\n\nCboe from 2001 to 2010. Additionally, Mr. Smollen served as the Member Vice Chairman at the\n\nCboe in 2006. Prior to joining us, Mr. Smollen served as Managing Partner of Quivetneck\n\nCapital LLC from May 2011 to July 2015, a private consulting company based in Chicago,\n\nIllinois focused on trading, clearing, market making, order flow, routing and trading technology.\n\nHarish Jayabalan has served as Chief Risk Officer of the MIAX Exchanges since joining\n\nthe Company in August 2011 and as an Executive Vice President and Chief Risk Officer for the\n\nCompany since September 2022. He has also served as the Company’s and the MIAX\n\nExchanges’ Chief Information Security Officer since September 2017. Prior to joining the\n\nCompany, Mr. Jayabalan served as Risk Manager for Risk Management and SEC ARP\n\nCompliance at Direct Edge from April 2010 to August 2011 and as Audit Risk Review Manager\n\nat Citigroup from November 2007 to March 2010.\n\nCees Vermaas has served the Chief Executive Officer of TISEG since November 2020.\n\nMr. Vermaas has more than 25 years’ experience within international financial market\n\ninfrastructure. Prior to joining TISEG, he held senior executive positions within several\n\n36\n\ninternational exchanges, including Chief Executive Officer of CME Europe Ltd., Chief\n\nExecutive Officer of Euronext Amsterdam N.V. and Head of European Cash Markets for NYSE\n\nEuronext, Inc.. Prior to that, he spent a decade working in IT and program management roles in\n\ncompanies including Koninklijke Philips N.V. and Delta Lloyd Group (now, NN Group N.V.).\n\n37\n\nPROPOSAL NO. 2:\n\nAPPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR\n\nNAMED EXECUTIVE OFFICERS\n\nIn accordance with Section 14A of the Exchange Act and the rules of the SEC, we are\n\nproviding stockholders with an opportunity to make a non-binding, advisory vote on the\n\ncompensation of our named executive officers. This non-binding advisory vote is commonly\n\nreferred to as a “Say-on-Pay” vote and gives our stockholders the opportunity to express their\n\nviews on our named executive officers’ compensation as a whole. This vote is not intended to\n\naddress any specific item of compensation or any specific named executive officer, but rather the\n\noverall compensation of all of our named executive officers and the philosophy, policies, and\n\npractices described in this Proxy Statement.\n\nStockholders are urged to read the section titled “Compensation Discussion and\n\nAnalysis,” which discusses how our executive compensation policies and procedures implement\n\nour compensation philosophy and contains tabular information and narrative discussion about the\n\ncompensation of our named executive officers. Our Compensation Committee and Board believe\n\nthat these policies and procedures are effective in implementing our compensation philosophy\n\nand in achieving our goals. We routinely review our compensation practices and engage in\n\nongoing dialogue with our stockholders to ensure our practices are aligned with stockholder\n\ninterests and reflect best practices. Accordingly, we ask our stockholders to vote “FOR” the\n\nfollowing resolution at the Annual Meeting:\n\n“RESOLVED, that the Company’s stockholders approve, on a non-binding advisory\n\nbasis, the compensation of the named executive officers, as disclosed in the Proxy\n\nStatement pursuant to Item 402 of Regulation S-K, including as disclosed in the section\n\ntitled “Compensation Discussion and Analysis,” the compensation tables and narrative\n\ndiscussion and the other related disclosures.”\n\nAs an advisory vote, this proposal is not binding. However, our Board and Compensation\n\nCommittee, which is responsible for designing and administering our executive compensation\n\nprogram, value the opinions expressed by stockholders in their vote on this proposal and will\n\nconsider the outcome of the vote when making future compensation decisions for our named\n\nexecutive officers.\n\nVote Required\n\nThe approval, on an advisory non-binding basis, of the compensation of our named\n\nexecutive officers requires the affirmative vote of the holders of a majority of the total number of\n\nvotes of our common stock present virtually or represented by proxy at the Annual Meeting and\n\nentitled to vote thereon that are voted “FOR” or “AGAINST” the proposal. Stockholders may\n\nalso abstain from voting. Abstentions will have the same effect as a vote “AGAINST” the\n\nproposal. Broker non-votes will have no effect on the outcome of this proposal.\n\nOur Board recommends that you vote “FOR” the approval, on a non-binding advisory\n\nbasis, of the compensation of our named executive officers.\n\n38\n\nPROPOSAL NO. 3:\n\nAPPROVE, ON A NON-BINDING ADVISORY BASIS, THE FREQUENCY OF FUTURE\n\nADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE\n\nOFFICERS\n\nIn accordance with Section 14A of the Exchange Act and SEC rules, we are providing\n\nour stockholders with an opportunity to make a non-binding, advisory vote on the frequency of\n\nfuture non-binding advisory votes on the compensation of our named executive officers. This\n\nnon-binding advisory vote is commonly referred to as a “Say-on-Frequency” vote and must be\n\nsubmitted to stockholders at least once every six years.\n\nYou have four choices for voting on this proposal. You can choose whether future non-\n\nbinding advisory votes on the compensation of our named executive officers should be\n\nconducted every “ONE YEAR,” “TWO YEARS,” or “THREE YEARS.” You may also\n\n“ABSTAIN” from voting.\n\nAfter careful consideration, our Board recommends that future non-binding advisory\n\nvotes on the compensation of our named executive officers be held every three years. Our Board\n\nbelieves that holding a vote every three years is the most appropriate option because (i) it will\n\nenable stockholders to provide the Company with input regarding the compensation of the named\n\nexecutive officers on a more informed and thoughtful manner based on a long-term analysis of\n\nthe Company’s compensation program; and (ii) it avoids placing too much emphasis on the\n\nresults or actions of a single year and will instead allow stockholders to make a more meaningful\n\nevaluation of the Company’s performance compared to the Company’s compensation practices.\n\nStockholders are not voting to approve or disapprove the Board’s recommendation.\n\nInstead, stockholders may indicate their preference regarding the frequency of future non-\n\nbinding advisory votes on the compensation of our named executive officers by selecting one\n\nyear, two years, or three years. Stockholders that do not have a preference regarding the\n\nfrequency of future advisory votes may abstain from voting on the proposal.\n\nAs an advisory vote, this proposal is not binding. However, our Board and Compensation\n\nCommittee value the opinions expressed by stockholders in their vote on this proposal and will\n\nconsider the outcome of the vote when making future decisions regarding the frequency of\n\nholding future non-binding advisory votes on the compensation of our named executive officers.\n\nBecause this is an advisory vote and therefore not binding on our Board or our Company, our\n\nBoard may decide that it is in the best interests of our stockholders that we hold an advisory vote\n\non the compensation of our named executive officers more or less frequently than the option\n\npreferred by our stockholders. The results of the vote will not be construed to create or imply any\n\nchange or addition to the fiduciary duties of our Board.\n\nVote Required\n\nThis vote is advisory only and non-binding on the Board. The alternative among one\n\nyear, two years, or three years that receives the highest number of votes cast by the holders of\n\nshares of our common stock present virtually or represented by proxy at the Annual Meeting and\n\n39\n\nentitled to vote thereon will be deemed to be the frequency preferred by our stockholders.\n\nAbstentions and broker non-votes will have no effect on the outcome of this proposal.\n\nOur Board recommends a vote to hold future stockholder advisory votes on the\n\ncompensation of our named executive officers every “THREE YEARS.”\n\n40\n\nCOMPENSATION DISCUSSION AND ANALYSIS\n\nThe purpose of this Compensation Discussion and Analysis is to provide information\n\nabout the material elements of compensation that are paid, awarded to, or earned by, our named\n\nexecutive officers for fiscal year 2025 (whom we collectively refer to as our “NEOs”), who\n\nconsist of any individual who served as our principal executive officer during the fiscal year\n\nended December 31, 2025 (hereinafter, “fiscal year 2025”), any individual who served as our\n\nprincipal financial officer during fiscal year 2025, and our three most highly compensated\n\nexecutive officers who were serving at the end of fiscal year 2025 other than our principal\n\nexecutive officer and principal financial officer. \n\nFor fiscal year 2025, our NEOs and their respective positions were:\n\n•Thomas P. Gallagher, Chairman and Chief Executive Officer;\n\n•Lance Emmons, Executive Vice President, Chief Financial Officer;\n\n•Douglas M. Schafer Jr., Executive Vice President, Chief Information Officer;\n\n•Barbara J. Comly, Executive Vice President, General Counsel and Corporate\n\nSecretary; and\n\n•Shelly Brown, Executive Vice President, Chief Strategy Officer, and Chief\n\nExecutive Officer of MIAX Futures.\n\nCompensation Philosophy and Objectives\n\nOur executive compensation philosophy is to link executive compensation with\n\nindividual achievement, company performance and stockholder value creation. Our executive\n\ncompensation program is designed to attract, motivate, and retain high-caliber leaders, align pay\n\nwith performance and support our long-term strategy with an appropriately balanced mix of fixed\n\nand variable compensation.  This is reflected in our following key objectives:\n\n•to attract, retain and reward executive officers capable of achieving our business\n\nobjectives;\n\n•to offer competitive compensation opportunities that reward individual\n\nperformance and contribution to company performance;\n\n•to align the interests of executive officers and stockholders over the long-term;\n\nand\n\n•to provide a comprehensive compensation package commensurate with\n\nperformance achieved and value created for our stockholders.\n\n41\n\nProcess for Determining Executive Compensation\n\nThe Compensation Committee has overall responsibility for approving and evaluating the\n\ndirector and executive compensation plans, policies and programs of the Company. The\n\nCompensation Committee uses several different tools and resources in reviewing elements of\n\nexecutive compensation and making compensation decisions, including our independent\n\ncompensation consultant as noted below. These decisions, however, are not purely formulaic,\n\nand the Compensation Committee exercises informed judgment and discretion as appropriate,\n\ntaking into consideration our financial results, business culture, strategic goals, and company\n\ninitiatives and whether each particular compensation element provides an appropriate incentive\n\nand reward for performance that sustains and enhances long-term stockholder value. Included in\n\nthese considerations is an assessment of the NEO’s current total compensation, leadership,\n\ndedication, individual performance, prospect for future performance, years of experience, skill\n\nset and contributions to our financial results and the creation of stockholder value as well as the\n\ncompetitive environment of our industry.\n\nRole of Executive Officers in Compensation Decisions\n\nThe Compensation Committee considers input from our Chief Executive Officer in\n\nmaking determinations regarding our executive compensation program and the individual\n\ncompensation of each executive officer, other than our Chief Executive Officer. Our Chief\n\nExecutive Officer and management team also provide information to the Compensation\n\nCommittee regarding the Company’s performance for purposes of determining annual cash\n\nbonuses and long-term incentive equity awards. The Compensation Committee makes the final\n\ndetermination of NEO compensation. Our Chief Executive Officer makes no recommendations\n\nregarding, and does not participate in discussions about, his own compensation.\n\nRole of Independent Compensation Consultant\n\nAs part of our transition as a public company, our Compensation Committee retained\n\nKorn Ferry, an independent compensation consultant, in November 2025 to conduct a review of\n\nour then-existing compensation philosophy and programs and to assist the Compensation\n\nCommittee in assessing and recommending executive compensation for fiscal year 2026.\n\nElements of Compensation\n\nOur current executive compensation program, which is set by our Compensation\n\nCommittee, consists of the following components:\n\n•base salary;\n\n•annual cash bonuses linked to our overall performance;\n\n•periodic grants of long-term equity-based compensation in the form of restricted\n\nstock and stock options;\n\n•other executive benefits and perquisites; and\n\n42\n\n•employment agreements, which contain certain termination benefits.\n\nWe combine these elements in order to formulate compensation packages that provide\n\ncompetitive pay, reward the achievement of financial, operational and strategic objectives and\n\nalign the interests of our executive officers and other senior personnel with those of our\n\nstockholders.\n\nFurther detail on each of these components is provided in the table below.\n\nCompensation\n\nElements\n\nForm\n\nObjectives\n\nBase Salary\n\nCash\n\n•Provide a fixed component of compensation reflecting the executive’s\n\nskill set, experience, role and responsibilities.\n\n•Recruit and retain qualified executives by providing regular, stable\n\ncompensation for their service throughout the year.\n\nAnnual Cash Bonuses\n\nCash\n\n•Incentivize our NEOs to achieve Company business goals.\n\n•Reward NEOs for their contributions toward the achievement of these\n\ngoals.\n\nLong-term Equity\n\nIncentive Awards\n\nEquity\n\n•Provide our NEOs with a strong link to our long-term performance.\n\n•Create an ownership culture and help to align the interests of our\n\nNEOs and our stockholders.\n\n•Enhance executive retention.\n\nPay Mix\n\nWe utilize the elements of compensation described above because we believe that such\n\nelements provide a well-proportioned mix of secure compensation, retention value and at-risk\n\ncompensation that produces short-term and long-term performance incentives and rewards. By\n\nfollowing this approach, we provide our NEOs with a measure of security in the minimum\n\nexpected level of compensation, while motivating our NEOs to focus on business metrics that\n\nwill produce a high level of short-term and long-term performance for the Company and long-\n\nterm wealth creation for each NEO, as well as reducing the risk of recruitment of our top\n\nexecutive talent by our competitors.\n\nFor our NEOs, total compensation consists of both fixed pay and at-risk pay (annual\n\nincentives and long-term incentives). Maintaining this pay mix results fundamentally in a pay-\n\nfor-performance orientation for our NEOs, which is aligned with our stated compensation\n\nphilosophy of providing compensation commensurate with performance.\n\nBase Salary\n\nBase salary payable to our NEOs is intended to provide a fixed component of\n\ncompensation reflecting the NEO’s skill set, experience, role and responsibilities. Base salaries\n\nare reviewed annually, typically in connection with our annual performance review process, and\n\nmay be adjusted from time to time to realign with market levels after taking into account\n\nindividual responsibilities, performance and experience. Our Compensation Committee\n\ndetermines market level compensation for base salaries based on our NEOs’ experience in the\n\n43\n\nindustry with reference to the base salaries of similarly situated executives in other companies of\n\nsimilar size and stage of development operating in our industry. \n\nWith these principles in mind, base salaries are reviewed during the first half of the fiscal\n\nyear by our Compensation Committee and may be adjusted from time to time based on the results\n\nof this review.\n\nThe annualized base salaries paid to our NEOs in fiscal year 2024 and fiscal year 2025\n\nare set forth in the chart below.\n\nNamed Executive Officer\n\nFiscal Year 2024\n\nBase Salary ($)\n\nFiscal Year 2025\n\nBase Salary ($)\n\nPercent\n\nIncrease\n\nThomas P. Gallagher ....................................\n\n2,500,000\n\n2,500,000\n\n0%\n\nLance Emmons .............................................\n\n750,000\n\n790,000\n\n5%\n\nDouglas M. Schafer Jr. .................................\n\n1,900,000\n\n2,100,000 (1)\n\n11%\n\nBarbara J. Comly ..........................................\n\n1,550,000\n\n1,627,500\n\n5%\n\nShelly Brown ................................................\n\n700,000\n\n728,000\n\n4%\n\n(1)The increase in the base salary of Mr. Schafer took into account the growing number of exchange platforms that\n\nwere being built and operated under his leadership from the original four fully electronic MIAX Exchanges, to\n\nthe additional MIAX Futures clearing and trading platforms, BSX platforms and the MIAX Sapphire trading\n\nfloor.\n\nBase salary increases as shown in the table above became effective on April 1, 2025.\n\nBonus\n\nAnnual Cash Bonuses\n\nOn an annual basis, our NEOs are eligible to receive discretionary cash bonuses,\n\ndetermined, in the case of our Chief Executive Officer, in the discretion of the Compensation\n\nCommittee, and for each of our other NEOs, by the Compensation Committee in consultation\n\nwith our Chief Executive Officer. Such discretionary bonuses are determined and paid in\n\nrecognition of both company and individual performance during the fiscal year. In addition, each\n\nof Messrs. Emmons, Schafer and Brown and Ms. Comly is eligible to receive a guaranteed\n\nminimum annual bonus in an amount equal to $200,000, $1,000,000, $250,000 and $400,000,\n\nrespectively.\n\nSpecial Bonuses\n\nDuring fiscal year 2025, our NEOs were also eligible to earn other special bonuses in\n\nrecognition of achievement of certain strategic or corporate milestones, as set forth below.\n\n•IPO bonus. Each of our NEOs was eligible to receive a one-time special bonus in\n\nconnection with the completion of our IPO (for Mr. Brown, such bonus amount\n\nwas equal to $650,000, which included $400,000 as provided for by his\n\nemployment agreement and an additional amount of $250,000 awarded to him in\n\nrecognition for his extraordinary contribution to the IPO and, for each of the other\n\n44\n\nNEOs, such bonus amount was equal to $1,000,000). All of the IPO bonuses were\n\npaid within 45 days after the effective date of the IPO.\n\n•Special bonus upon launch or acquisition of securities exchange. Each of Mr.\n\nEmmons and Ms. Comly is eligible to receive a special bonus in the amount of\n\n$250,000 upon the acquisition or launch by the Company of a new securities\n\nexchange, whether through organic growth or acquisition. Each of Mr. Emmons\n\nand Ms. Comly received this special bonus in 2025 in connection with the\n\nacquisition of TISEG. \n\n•Other bonus pool. Pursuant to their employment agreements, each of Messrs.\n\nGallagher and Schafer and Ms. Comly is eligible to participate in a technology\n\nbonus pool, and each of Mr. Gallagher and Ms. Comly is eligible to participate in\n\nan annual cash bonus pool based on achievement of EBITDA goals, neither of\n\nwhich bonus pools is funded or in effect in fiscal year 2025.\n\nLong-Term Equity-Based Compensation\n\nWe believe that equity grants provide our NEOs with a strong link to our long-term\n\nperformance, create an ownership culture, help to align the interests of our NEOs and our\n\nstockholders and enhance executive retention. Our Compensation Committee reviews the equity\n\nincentive compensation of our executives and may grant equity incentive awards to them from\n\ntime to time. The amount and terms of any grant are determined at the discretion of the\n\nCompensation Committee. Additional details on equity awards are set forth in the Fiscal Year\n\n2025 Grants of Plan-Based Awards Table and Outstanding Equity Awards at 2025 Fiscal Year-\n\nEnd Table below.\n\nWe maintain the following stock incentive plans (collectively, the “Prior Stock Incentive\n\nPlans”) under which stock options and restricted stock awards have been granted to our\n\nemployees and other service providers, including the NEOs and non-employee members of our\n\nBoard: (i) the 2008 Stock Incentive Plan (“2008 Plan”), (ii) the 2008 Stock Incentive Plan for\n\nNon-Employee Directors and Members of the Board of Advisors (“2008 Director Plan”), (iii) the\n\n2013 Stock Option and Incentive Plan for Employees and Consultants (“2013 Plan”), (iv) the\n\n2013 Stock Option and Incentive Plan for Non-Employee Directors, Committee Members and\n\nMembers of the Board of Advisors (“2013 Director Plan”) and (v) the 2021 Stock Option and\n\nIncentive Plan for Employees and Consultants (“2021 Plan”).\n\nEffective May 16, 2022, our Board adopted the 2022 Equity Incentive Plan (the “2022\n\nPlan” and, together with the Prior Stock Incentive Plans, the “Equity Plans”) and amended each\n\nof the Prior Stock Incentive Plans such that all shares of our nonvoting common stock or Series\n\nB preferred stock subject to awards under such Prior Stock Incentive Plans converted into shares\n\nof our voting common stock in connection with the IPO. Effective upon the adoption of the 2022\n\nPlan, no further awards may be granted under any of the Prior Stock Incentive Plans. \n\nOn June 16, 2025, the Compensation Committee approved long-term equity awards\n\nunder the 2022 Plan for our NEOs for fiscal year 2025. Such equity awards consisted of stock\n\n45\n\noptions (and shares of restricted stock, for Mr. Gallagher and Ms. Comly), which generally vest\n\nas follows:\n\n•Incentive Stock Options and Nonqualified Stock Options. One-third of the\n\nunderlying shares vest on each of first three anniversaries of the date of grant,\n\nsubject to acceleration of vesting in full upon a Change in Control (as defined in\n\nthe 2022 Plan and set forth below in the section titled “Potential Payments Upon\n\nTermination or Change in Control - Summary of Defined Terms”) and further\n\nsubject to the NEO’s continuous service to the Company through each applicable\n\nvesting date.\n\n•Restricted Stock. The shares of restricted stock vest on the earlier to occur of the\n\none-year anniversary of the closing of the IPO and a Change in Control, subject to\n\nacceleration of vesting in full upon a termination of the NEO’s employment by us\n\nwithout “Cause” or by the NEO for “Good Reason” (each as defined in the\n\nappliable employment agreement, as set forth below in the section titled\n\n“Potential Payments Upon Termination or Change in Control - Summary of\n\nDefined Terms”) and further subject to the NEO’s continuous service to the\n\nCompany through the applicable vesting date.\n\nThe following table displays the number of stock options and shares of restricted stock\n\napproved by the Compensation Committee for our NEOs in fiscal year 2025.\n\nNamed Executive Officer\n\nNumber of\n\nShares\n\nUnderlying Stock\n\nOptions Granted\n\nNumber of\n\nShares\n\nUnderlying\n\nRestricted Stock\n\nGranted\n\nThomas P. Gallagher(1) ..........\n\n111,250\n\n300,000\n\nLance Emmons ......................\n\n62,500\n\n-\n\nDouglas M. Schafer Jr. ..........\n\n75,000\n\n-\n\nBarbara J. Comly ...................\n\n75,000\n\n100,000\n\nShelly Brown .........................\n\n50,000\n\n-\n\n(1)Includes nonqualified stock options and restricted stock held by Gallagher Investments LLC (“Gallagher\n\nInvestments”) of which Mr. Gallagher maintains beneficial ownership.\n\nOther Executive Benefits and Perquisites\n\nWe provide the following benefits to our executive officers on the same basis as other\n\neligible employees:\n\n•health and welfare benefit plans;\n\n•vacation and sick days;\n\n46\n\n•life insurance, supplemental life and disability insurance; and\n\n•a 401(k) plan with discretionary matching contributions (50% of eligible\n\ncontributions up to the first 6% of compensation).\n\nWe believe these benefits are generally consistent with those offered by other companies\n\nand specifically with those companies with which we compete for employees.\n\nPursuant to the applicable NEO’s employment agreement, we also provide executive life\n\ninsurance to each of our NEOs, car allowances to Messrs. Gallagher and Schafer and Ms. Comly,\n\na housing allowance for Mr. Schafer and limited tax gross-ups for Mr. Gallagher and Ms. Comly\n\nin the event any of his or her payments or benefits under their respective employment agreements\n\nare subject to excise tax under Section 4999 of the Internal Revenue Code. We also provide tax\n\ngross-ups to each of our NEOs under our Transaction Incentive Plan (the “TIP”) in the event\n\npayments thereunder are subject to excise tax under Section 4999 of the Internal Revenue Code.\n\nOther than the 401(k) plan, we do not provide any qualified or non-qualified retirement or\n\ndeferred compensation benefits to our employees, including our NEOs. For further details, see\n\nthe section below titled “Narrative Description to the Fiscal Year 2025 Summary Compensation\n\nTable and the Grants of Plan-Based Awards Table for the 2025 Fiscal Year – Other Benefit\n\nPlans.”\n\nAgreements with Named Executive Officers\n\nWe believe that a strong, experienced management team is essential to the best interests\n\nof the Company and our stockholders. To achieve our goal of attracting and retaining high-\n\nquality executive talent and to minimize any distraction in connection with a Change in Control,\n\nwhich could be detrimental to the Company and our stockholders, we have entered into\n\nemployment agreements with each of our NEOs, which provide for severance benefits in\n\nconnection with a termination of employment. For a description of such employment agreements\n\nand our obligations under the employment agreements in the event of a termination of\n\nemployment or Change in Control, see the sections below titled “Narrative Description to the\n\nFiscal Year 2025 Summary Compensation Table and the Grants of Plan-Based Awards Table for\n\nthe 2025 Fiscal Year - Employment Agreements” and “Potential Payments Upon Termination or\n\nChange in Control - Severance Benefits under Employment Agreements.” In addition, each of\n\nour NEOs is also eligible to receive payments in connection with a Change in Control pursuant\n\nto the TIP, as described in further detail below in the section titled “Potential Payments upon\n\nTermination or Change in Control - Transaction Incentive Plan.”\n\nPolicies and Practices for Granting Certain Equity Awards\n\nIn order to ensure consistency in the design of executive compensation, our Board and\n\nCompensation Committee strive to grant all annual equity awards to executive officers, including\n\nstock options, in the first half of each year. Our Board and Compensation Committee do not take\n\nmaterial non-public information into account when determining the timing and terms of awards\n\n47\n\nand maintain a policy against any timing of disclosure of material non-public information for the\n\npurpose of affecting the value of any executive compensation.\n\nFiscal Year 2025 Summary Compensation Table\n\nThe following table sets forth certain information with respect to compensation earned\n\nby, awarded to or paid to our NEOs for the fiscal years ended 2025, 2024 and 2023.\n\nName and principal position\n\nYear\n\nSalary\n\n($)\n\nBonus\n\n($)(1)\n\nStock\n\nAwards\n\n($)(2)\n\nOption\n\nAwards\n\n($)(3)\n\nAll Other\n\nCompensation\n\n($)(4)\n\nTotal\n\n($)\n\nThomas P. Gallagher\n\nChairman &\n\nChief Executive Officer\n\n2025\n\n2,500,000\n\n11,000,000(5)\n\n6,720,000\n\n877,134\n\n89,959 \n\n21,187,093\n\n2024\n\n2,500,000\n\n7,850,000\n\n—\n\n—\n\n45,918\n\n10,395,918\n\n2023\n\n2,500,000\n\n6,950,000\n\n24,110,000\n\n—\n\n53,913\n\n33,613,913\n\nLance Emmons\n\nExecutive Vice President,\n\nChief Financial Officer\n\n2025\n\n780,000\n\n2,694,000\n\n—\n\n492,772\n\n18,200\n\n3,984,972\n\nDouglas M. Schafer Jr.\n\nExecutive Vice President and\n\nChief Information Officer\n\n2025\n\n2,075,000\n\n2,560,000\n\n—\n\n591,326\n\n165,609\n\n5,391,935\n\n2024\n\n1,900,000\n\n1,278,750\n\n3,012,000\n\n680,720\n\n107,521\n\n6,978,991\n\n2023\n\n1,750,000\n\n1,050,000\n\n—\n\n824,180\n\n110,864\n\n3,735,044\n\nBarbara J. Comly\n\nExecutive Vice President,\n\nGeneral Counsel and\n\nCorporate Secretary\n\n2025\n\n1,608,125\n\n2,810,000\n\n2,240,000\n\n591,326\n\n81,921\n\n7,331,372\n\n2024\n\n1,525,000\n\n1,475,000\n\n—\n\n704,380\n\n80,432\n\n3,784,812\n\n2023\n\n1,450,000\n\n1,000,000\n\n11,013,400\n\n824,180\n\n84,673\n\n14,372,253\n\nShelly Brown\n\nExecutive Vice President,\n\nChief Strategy Officer\n\n2025\n\n721,000\n\n1,795,000\n\n—\n\n394,217\n\n35,914\n\n2,946,131\n\n2024\n\n700,000\n\n895,625\n\n2,172,347\n\n1,050,465\n\n26,570\n\n4,845,007\n\n(1)The amounts reported for 2025 represent (i) an IPO bonus in the amount of $1,000,000 for Messrs. Gallagher,\n\nEmmons and Schafer and Ms. Comly, and $650,000 for Mr. Brown, (ii) for each of Mr. Emmons and Ms.\n\nComly, a one-time special bonus in the amount of $250,000 in connection with our acquisition of TISEG in\n\nJune 2025, (iii) for each of our NEOs, discretionary bonuses based upon company-wide and individual\n\nperformance and (iv) for each of Messrs. Emmons, Schafer and Brown and Ms. Comly, a guaranteed minimum\n\nannual bonus in an amount equal to $200,000, $1,000,000, $250,000 and $400,000, respectively.\n\n(2)The amounts reported represent the grant date fair value of restricted stock awards granted in each applicable\n\nfiscal year, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting\n\nStandard Codification (“ASC”) Topic 718 (excluding the effect of estimated forfeitures). Please refer to Note 2\n\n“Summary of Significant Accounting Policies - Share-Based Compensation” in our Notes to Consolidated\n\nFinancial Statements included in our Annual Report on Form 10-K for a discussion of the assumptions used in\n\ncalculating the grant date fair value. For additional information on these awards, please see the Fiscal Year 2025\n\nGrants of Plan-Based Awards Table and Outstanding Equity Awards at 2025 Fiscal Year-End Table below.\n\n(3)The amounts reported represent the grant date fair values of option awards granted in each applicable fiscal\n\nyear, as computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures).\n\nPlease refer to Note 2 “Summary of Significant Accounting Policies - Share-Based Compensation” in our Notes\n\nto Consolidated Financial Statements included in our Annual Report on Form 10-K for a discussion of the\n\nassumptions used in calculating the grant date fair value. For additional information on this award, please see\n\nthe Fiscal Year 2025 Grants of Plan-Based Awards Table and Outstanding Equity Awards at 2025 Fiscal Year-\n\nEnd Table below.\n\n48\n\n(4)Amounts in this column are comprised of, for fiscal year 2025, the following:\n\nName\n\nYear\n\n401(k) Plan\n\nMatching\n\nContribution\n\n($)\n\nExecutive Life\n\nInsurance and\n\nOther Health\n\nand Welfare\n\nBenefits ($)\n\nCar\n\nAllowance ($)\n\nHousing\n\nAllowance ($)\n\nTotal ($)\n\nThomas P. Gallagher .....\n\n2025\n\n10,500\n\n61,459\n\n18,000\n\n-\n\n89,959\n\nLance Emmons ..............\n\n2025\n\n10,500\n\n7,700\n\n-\n\n-\n\n18,200\n\nDouglas M. Schafer Jr. ..\n\n2025\n\n10,500\n\n94,905\n\n10,200\n\n50,004\n\n165,609\n\nBarbara J. Comly ...........\n\n2025\n\n3,905\n\n66,016\n\n12,000\n\n-\n\n81,921\n\nShelly Brown .................\n\n2025\n\n10,500\n\n25,414\n\n-\n\n-\n\n35,914\n\n(5)The discretionary bonus earned by Mr. Gallagher for fiscal year 2025 was determined by the Compensation\n\nCommittee based on the Company's overall performance, including financial performance, financing activity,\n\nimprovements to the Company's balance sheet and capital structure, exchange volumes and market share,\n\nacquisition and investment activity, launch of the MIAX Sapphire trading floor, sale of 90% of MIAXdx in a\n\nstrategic transaction, consummation of initial and secondary public offerings and performance of the Company's\n\nstock price.\n\nFiscal Year 2025 Grants of Plan-Based Awards Table\n\nThe following table sets forth certain information with respect to grants of plan-based\n\nawards for the fiscal year ended 2025 with respect to our NEOs.\n\nAll Other\n\nStock\n\nAwards:\n\nNumber of\n\nShares of\n\nStock(1)\n\nAll Other\n\nOption\n\nAwards:\n\nNumber of\n\nSecurities\n\nUnderlying\n\nOptions(2)\n\nExercise\n\nor Base\n\nPrice of\n\nOption\n\nAwards\n\nGrant\n\nDate Fair\n\nValue of\n\nStock and\n\nOption\n\nAwards(3)\n\nName\n\nGrant\n\nDate\n\n(#)\n\n(#)\n\n($/Sh)\n\n($)\n\nThomas P. Gallagher\n\n6/16/2025\n\n-\n\n111,250\n\n22.40\n\n877,134\n\n6/16/2025\n\n300,000\n\n-\n\n-\n\n6,720,000\n\nLance Emmons\n\n6/16/2025\n\n-\n\n62,500\n\n22.40\n\n492,772\n\nDouglas M. Schafer Jr.\n\n6/16/2025\n\n-\n\n75,000\n\n22.40\n\n591,326\n\nBarbara J. Comly\n\n6/16/2025\n\n-\n\n75,000\n\n22.40\n\n591,326\n\n6/16/2025\n\n100,000\n\n-\n\n-\n\n2,240,000\n\nShelly Brown\n\n6/16/2025\n\n-\n\n50,000\n\n22.40\n\n394,217\n\n(1)Amounts in this column represent awards of restricted stock granted to our NEOs in fiscal year 2025.\n\n(2)Amounts in this column represent awards of stock options granted to our NEOs in fiscal year 2025.\n\n(3)Amounts in this column represent the grant date fair value of the restricted stock and/or option awards granted\n\nto our NEOs in fiscal year 2025, as computed in accordance with FASB ASC Topic 718.\n\n49\n\nNarrative Description to the Fiscal Year 2025 Summary Compensation Table and the\n\nGrants of Plan-Based Awards Table for the 2025 Fiscal Year\n\nEmployment Agreements\n\nThe following is a summary of the material terms of employment agreements between the\n\nCompany and each of the NEOs. Each of the NEOs’ employment agreements also provides for\n\ncertain severance benefits upon a termination of employment by the Company without Cause or\n\nby the NEO for Good Reason. See the section titled “Potential Payments Upon Termination or\n\nChange in Control - Severance Benefits under Employment Agreements” below for further\n\ndetails regarding the severance benefits that each NEO is eligible to receive.\n\nGallagher Employment Agreement\n\nWe entered into an employment agreement with Mr. Gallagher, our Chairman and Chief\n\nExecutive Officer, originally effective December 1, 2012, which has been amended from time to\n\ntime and was most recently amended effective as of July 17, 2025 (the “Gallagher Employment\n\nAgreement”). The term of the Gallagher Employment Agreement ends December 31, 2028\n\n(subject to any renewal). The Gallagher Employment Agreement provides Mr. Gallagher with (i)\n\nan annual base salary (currently $2,500,000), (ii) entitlement to bonuses as described above in\n\nthe section titled “Elements of Compensation - Bonus,” (iii) participation in the TIP (as described\n\nbelow in the Section titled “Potential Payments upon Termination or Change in Control -\n\nTransaction Incentive Plan”), (iv) eligibility for grants of stock options and restricted stock, (v)\n\n25 days of paid vacation per year, (vi) eligibility to participate in our insurance and disability\n\nplans or programs, pension plans and other executive benefit plans or programs, (vii) disability\n\ninsurance for his benefit, paid by us, during the term of his agreement in an amount not less than\n\n60% of his annual base salary and (viii) a monthly car allowance in the amount of $1,500.\n\nEmmons Employment Agreement\n\nWe entered into an employment agreement with Mr. Emmons, our Executive Vice\n\nPresident, Chief Financial Officer, which was most recently amended and restated effective as of\n\nJanuary 1, 2024 (the “Emmons Employment Agreement”). The term of the Emmons\n\nEmployment Agreement ends December 31, 2026 (subject to any renewal). The Emmons\n\nEmployment Agreement provides Mr. Emmons with (i) an annual base salary (currently\n\n$790,000), (ii) entitlement to bonuses as described above in the section titled “Elements of\n\nCompensation - Bonus,” (iii) participation in the TIP, (iv) 20 days of paid vacation per year and\n\n(v) eligibility to participate in our health, life and disability insurance plans or programs and\n\nother executive benefit plans or programs.\n\nSchafer Employment Agreement\n\nWe entered into an employment agreement with Mr. Schafer, our Executive Vice\n\nPresident, Chief Information Officer, which was most recently amended and restated effective as\n\nof July 1, 2024 (the “Schafer Employment Agreement”). The term of the Schafer Employment\n\nAgreement ends June 30, 2026 (subject to any renewal). The Schafer Employment Agreement\n\n50\n\nprovides Mr. Schafer with the following benefits: (i) an annual base salary (currently\n\n$2,100,000), (ii) entitlement to bonuses as described above in the section titled “Elements of\n\nCompensation - Bonus,” (iii) a monthly housing allowance in the amount of $4,167 for any\n\nperiod in which Mr. Schafer maintains a second residence within a 25-mile radius of our\n\nPrinceton office in order to reduce his weekday commute, (iv) participation in the TIP, (v) 25\n\ndays of paid vacation per year, (vi) eligibility to participate in our health, life and disability\n\ninsurance plans or programs and other executive benefits plans or programs and (vii) a monthly\n\ncar allowance in the amount of $850.\n\nComly Employment Agreement\n\nWe entered into an employment agreement with Ms. Comly, our Executive Vice\n\nPresident, General Counsel and Corporate Secretary, originally effective December 1, 2012,\n\nwhich has been amended from time to time and was most recently amended effective as of July\n\n17, 2025 (the “Comly Employment Agreement”). The term of the Comly Employment\n\nAgreement ends December 31, 2028 (subject to any renewal). The Comly Employment\n\nAgreement provides Ms. Comly with (i) an annual base salary (currently $1,627,500), (ii)\n\nentitlement to bonuses as described above in the section titled “Elements of Compensation -\n\nBonus,” (iii) participation in our Transaction Bonus Plan (which became formalized as the TIP),\n\n(iv) 30 days of paid vacation per year, (v) eligibility to participate in our insurance and disability\n\nplans or programs, pension plans and other executive benefit plans or programs, (vi) disability\n\ninsurance for her benefit, paid by us, during the term of her agreement in an amount not less than\n\n60% of her annual base salary and (vii) a monthly car allowance in the amount of $1,000.\n\nBrown Employment Agreement\n\nWe entered into an employment agreement with Mr. Brown, our Executive Vice\n\nPresident, Chief Strategy Officer, which was most recently amended and restated effective as of\n\nJanuary 1, 2024 (the “Brown Employment Agreement”). The term of the Brown Employment\n\nAgreement ends December 31, 2026 (subject to any renewal). The agreement provides Mr.\n\nBrown with (i) an annual base salary (currently $728,000), (ii) entitlement to bonuses as\n\ndescribed above in the section titled “Elements of Compensation - Bonus,” (iii) participation in\n\nthe TIP, (iv) 25 days of paid vacation per year, (v) eligibility to participate in our health, life and\n\ndisability insurance plans or programs and other executive benefits plans or programs and (vi) a\n\nstock option award and a restricted stock award granted under the 2022 Plan, which are reflected\n\nin the Outstanding Equity Awards at 2025 Fiscal Year-End Table with respect to Mr. Brown.\n\nRestrictive Covenants\n\nEach of our NEOs has also entered into a Confidentiality, Intellectual Property Rights\n\nAssignment and Non-Competition Agreement, which provides a perpetual confidentiality\n\ncovenant and non-competition and non-solicitation covenants during employment and for 12\n\nmonths thereafter.\n\n51\n\nBonus\n\nPlease see “Elements of Compensation - Bonus” for a summary of our cash incentive\n\nprogram.\n\nLife Insurance Coverage\n\nPursuant to the terms of the NEOs’ employment agreements, the Company obtains life\n\ninsurance policies (which includes coverage provided to all employees of the Company in an\n\namount up to one times the employee’s base salary, capped at $750,000), at commercially\n\nreasonable rates, and will fund the difference between the amounts covered by the applicable\n\npolicies and amounts provided under the NEOs’ employment agreements, and the Company has\n\nobtained additional coverage for Mr. Gallagher in excess of the amount provided for in his\n\nagreement (the “Life Insurance Coverage”). Such amounts are reported in the section below\n\ntitled “Potential Payments upon Termination or Change in Control.” The cost of coverage for the\n\nlife insurance policies of the NEOs in excess of the coverage provided to all of our employees is\n\nreported in the “All Other Compensation” column of the Fiscal Year 2025 Summary\n\nCompensation Table above.\n\nEquity Incentive Awards\n\nPlease see “Elements of Compensation - Long-Term Equity Based Compensation” for a\n\nsummary of the material terms, including vesting conditions, of the equity awards granted to our\n\nNEOs.\n\nOther Benefit Plans\n\nRetirement Plan\n\nOur NEOs are eligible to participate in our 401(k) plan on the same basis as our other\n\neligible employees. We currently make discretionary matching contributions into the 401(k) plan\n\non behalf of our participants, matching 50% of eligible contributions up to the first 6% of\n\ncompensation. Other than the 401(k) plan, we do not provide any qualified or non-qualified\n\nretirement or deferred compensation benefits to our employees, including our NEOs.\n\nHealth and Welfare Plans\n\nOur NEOs are eligible to participate in our health and welfare benefit plans, including our\n\nmedical, dental, vision, disability and life insurance plans, on the same basis as our other eligible\n\nemployees as well as supplemental life and disability insurance as disclosed in the Fiscal Year\n\n2025 Summary Compensation Table above. We subsidize a portion of the cost of such\n\ncoverages; the amount varies depending on the coverage elected.\n\nOutstanding Equity Awards at 2025 Fiscal Year-End Table\n\nThe following table sets forth certain information with respect to outstanding equity\n\nawards held by our NEOs as of December 31, 2025.\n\n52\n\nOption Awards\n\nStock Awards\n\nName\n\nGrant Date\n\nNumber of\n\nsecurities\n\nunderlying\n\nunexercised\n\noptions (#)\n\nExercisable(1)\n\nNumber of\n\nsecurities\n\nunderlying\n\nunexercised\n\noptions (#)\n\nUnexercisable\n\n(1)\n\nOption\n\nexercise\n\nprice\n\n($)(2)\n\nOption\n\nexpiration\n\ndate\n\nNumber of\n\nshares or\n\nunits of\n\nstock that\n\nhave not\n\nvested (#)\n\nMarket\n\nvalues of\n\nshares or\n\nunits of\n\nstock that\n\nhave not\n\nvested\n\n($)(3)\n\nEquity\n\nincentive\n\nplan\n\nawards:\n\nnumber of\n\nunearned\n\nshares,\n\nunits or\n\nother\n\nrights that\n\nhave not\n\nvested (#)\n\nEquity\n\nincentive\n\nplan\n\nawards:\n\nmarket or\n\npayout\n\nvalue of\n\nunearned\n\nshares,\n\nunits or\n\nother rights\n\nthat have\n\nnot vested\n\n($)(3)\n\nThomas P.\n\nGallagher(4)\n\n8/3/2016\n\n375,000\n\n12.00\n\n8/2/2026\n\n5/29/2018\n\n300,000\n\n12.00\n\n5/28/2028\n\n8/1/2019\n\n250,000\n\n12.00\n\n7/31/2029\n\n1/28/2021\n\n300,000\n\n15.22\n\n1/27/2031\n\n9/10/2021\n\n375,000\n\n16.14\n\n9/9/2031\n\n6/16/2025\n\n111,250\n\n22.40\n\n6/15/2035\n\n441,666\n\n(5)\n\n19,601,137\n\nLance Emmons\n\n3/6/2020\n\n102,779\n\n13.50\n\n3/5/2030\n\n12/1/2020\n\n125,000\n\n15.22\n\n11/30/2030\n\n9/10/2021\n\n68,804\n\n16.14\n\n9/9/2031\n\n3/29/2023\n\n111,627\n\n58,333\n\n19.84\n\n3/28/2033\n\n6/10/2024\n\n33,334\n\n66,666\n\n20.08\n\n6/9/2034\n\n6/16/2025\n\n62,500\n\n22.40\n\n6/15/2035\n\n16,666\n\n(6)\n\n739,637\n\nDouglas M.\n\nSchafer, Jr.\n\n8/3/2016\n\n150,000\n\n12.00\n\n8/2/2026\n\n5/18/2018\n\n150,000\n\n12.00\n\n5/17/2028\n\n8/1/2019\n\n200,000\n\n12.00\n\n7/31/2029\n\n1/28/2021\n\n150,000\n\n15.22\n\n1/27/2031\n\n9/10/2021\n\n150,000\n\n16.14\n\n9/9/2031\n\n3/29/2023\n\n83,334\n\n41,666\n\n19.84\n\n3/28/2033\n\n6/10/2024\n\n100,000\n\n20.08\n\n6/9/2034\n\n6/16/2025\n\n75,000\n\n22.40\n\n6/15/2035\n\n400,000\n\n(7)\n\n17,752,000\n\nBarbara Comly\n\n8/3/2016\n\n150,000\n\n12.00\n\n8/2/2026\n\n5/29/2018\n\n150,000\n\n12.00\n\n5/28/2028\n\n8/1/2019\n\n150,000\n\n12.00\n\n7/31/2029\n\n1/28/2021\n\n150,000\n\n15.22\n\n1/27/2031\n\n9/10/2021\n\n150,000\n\n16.14\n\n9/9/2031\n\n3/29/2023\n\n83,334\n\n41,666\n\n19.84\n\n3/28/2033\n\n6/10/2024\n\n33,334\n\n66,666\n\n20.08\n\n6/9/2034\n\n6/16/2025\n\n75,000\n\n22.40\n\n6/15/2035\n\n53\n\n103,333\n\n(8)\n\n4,585,919\n\nShelly Brown\n\n8/3/2016\n\n65,334\n\n12.00\n\n8/2/2026\n\n10/13/2017\n\n41,667\n\n12.00\n\n10/12/2027\n\n5/18/2018\n\n91,667\n\n12.00\n\n5/17/2028\n\n8/1/2019\n\n150,000\n\n12.00\n\n7/31/2029\n\n12/1/2020\n\n150,000\n\n15.22\n\n11/30/2030\n\n9/10/2021\n\n24,999\n\n16.14\n\n9/9/2031\n\n3/10/2022\n\n49,999\n\n25.78\n\n3/9/2032\n\n3/29/2023\n\n33,333\n\n16,666\n\n19.84\n\n3/28/2033\n\n2/16/2024(9)\n\n50,000\n\n25,000\n\n20.00\n\n2/15/2034\n\n6/16/2025\n\n50,000\n\n22.40\n\n6/15/2035\n\n95,833\n\n(10)\n\n4,253,069\n\n(1)Represents stock options granted under the Prior Stock Incentive Plans and the 2022 Plan. Stock options granted\n\nprior to January 1, 2021 were granted under the 2013 Plan, stock options granted on or after January 1, 2021\n\nthrough May 16, 2022 were granted under the 2021 Plan, and stock options granted after May 16, 2022 were\n\ngranted under the 2022 Plan. For additional information on these plans, please see “Elements of Compensation -\n\nLong-Term Equity Based Compensation.” Stock options granted under the Prior Stock Incentive Plans are now\n\nfully vested. Except as otherwise noted, stock options granted under the 2022 Plan that were unvested as of\n\nDecember 31, 2025 vest annually in substantially equal installments over a three-year period commencing on\n\nthe first anniversary of the grant date or, if earlier, upon a Change in Control, subject to the NEO’s continuous\n\nservice to the Company through the applicable vesting date. The treatment of these awards upon certain\n\nemployment terminations and change in control events is described in the section below titled “Potential\n\nPayments Upon Termination or Change in Control - Treatment of Equity Awards under the Equity Plans and\n\nthe NEOs’ Award Agreements.”\n\n(2)The option exercise prices set forth in this column represent the fair market value of a share of our common\n\nstock on the date of grant, as determined by our Compensation Committee.\n\n(3)The amounts set forth in this column represent the fair market value of the shares of our common stock that\n\nwere unvested as of December 31, 2025, calculated based on the closing price of our common stock of $44.38\n\nper share as of December 31, 2025.\n\n(4)Includes nonqualified stock options and restricted stock held by Gallagher Investments of which Mr. Gallagher\n\nmaintains beneficial ownership. \n\n(5)Represents the following grants of shares of restricted stock:\n\n•100,000 shares of restricted stock granted on August 1, 2019, which shares vest in full upon the expiration\n\nof the IPO lock-up agreement, 180 days following effectiveness of the IPO registration statement, which\n\nperiod had not expired as of December 31, 2025.\n\n•125,000 shares of restricted stock granted on March 29, 2023 of which 41,666 shares remain unvested but\n\nare scheduled to vest on the third anniversary of the date of grant, subject to acceleration of vesting in full\n\nupon a Change in Control and further subject to the NEO’s continuous service to the Company through the\n\napplicable vesting date.\n\n•300,000 shares of restricted stock granted on June 16, 2025 scheduled to vest on the earlier to occur of the\n\none-year anniversary of the closing of the IPO and a Change in Control, subject to acceleration of vesting\n\nin full upon a termination of the NEO’s employment without Cause or for Good Reason and further subject\n\nto the NEO’s continuous service to the Company through the applicable vesting date.\n\n(6)Represents 50,000 shares of restricted stock granted on March 29, 2023, of which 16,666 shares remain\n\nunvested but are scheduled to vest on the third anniversary of the date of grant, subject to acceleration of vesting\n\nin full upon a Change in Control and further subject to the NEO’s continuous service to the Company through\n\nthe applicable vesting date.\n\n54\n\n(7)Represents the following grants of shares of restricted stock:\n\n•250,000 shares of restricted stock granted on August 1, 2019, which shares vest in full upon the expiration\n\nof the IPO lock-up agreement, 180 days following effectiveness of the IPO registration statement, which\n\nperiod had not expired as of December 31, 2025. \n\n•150,000 shares of restricted stock granted on June 10, 2024, 50% of such shares vest on the six-month\n\nanniversary of our consummation of the IPO and the remaining 50% vest on the second anniversary of the\n\ndate of grant, subject to acceleration of vesting in full upon a Change in Control or termination of the\n\nNEO’s employment without Cause or for Good Reason and further subject to the NEO’s continuous service\n\nto the Company through the applicable vesting date.\n\n(8)Represents the following grants of shares of restricted stock:\n\n•10,000 shares of restricted stock granted on March 29, 2023, of which 3,333 shares remain unvested but are\n\nscheduled to vest on the third anniversary of the date of grant, subject to acceleration of vesting in full upon\n\na Change in Control and further subject to the NEO’s continuous service to the Company through the\n\napplicable vesting date.\n\n•100,000 shares of restricted stock granted on June 16, 2025 scheduled to vest on the earlier to occur of the\n\none-year anniversary of the closing of the IPO and a Change in Control, subject to acceleration of vesting\n\nin full upon a termination of the NEO’s employment without Cause or for Good Reason and further subject\n\nto the NEO’s continuous service to the Company through the applicable vesting date.\n\n(9)Represents 75,000 stock options granted on February 16, 2024, of which 25,000 unvested stock options will\n\nvest on December 31, 2026, subject to acceleration of vesting in full upon a Change in Control and further\n\nsubject to the NEO’s continuous service to the Company through the applicable vesting date.\n\n(10)Represents the following grants of shares of restricted stock:\n\n•12,500 shares of restricted stock granted on March 29, 2023 of which 4,166 shares remain unvested but are\n\nscheduled to vest on the third anniversary of the date of grant, subject to acceleration of vesting in full upon\n\na Change in Control and further subject to the NEO’s continuous service to the Company through the\n\napplicable vesting date.\n\n•37,500 shares of restricted stock granted on September 10, 2023, which shares will vest in full on the third\n\nanniversary of the date of grant, subject to acceleration of vesting in full upon a Change in Control and\n\nfurther subject to the NEO’s continuous service to the Company through the applicable vesting date.\n\n•37,500 shares of restricted stock granted on February 16, 2024, 50% of such shares vest on the six-month\n\nanniversary of our consummation of the IPO and the remaining 50% vest on the second anniversary of the\n\ndate of grant, subject to acceleration of vesting in full upon a Change in Control or termination of the\n\nNEO’s employment without Cause or for Good Reason and further subject to the NEO’s continuous service\n\nto the Company through the applicable vesting date.\n\n•16,667 shares of restricted stock granted on June 10, 2024, 50% of such shares vest on the six-month\n\nanniversary of our consummation of the IPO and the remaining 50% vest on the second anniversary of the\n\ndate of grant, subject to acceleration of vesting in full upon a Change in Control or termination of the\n\nNEO’s employment without Cause or for Good Reason and further subject to the NEO’s continuous service\n\nto the Company through the applicable vesting date.\n\n55\n\nOption Exercises and Stock Vested in the 2025 Fiscal Year\n\nThe following table sets forth certain information with respect to the vesting of stock\n\nawards and/or the exercise of stock options during the fiscal year ended 2025 with respect to our\n\nNEOs.\n\nOption Awards\n\nStock Awards\n\nName\n\nNumber of\n\nShares\n\nAcquired on\n\nExercise\n\n(#)\n\nValue\n\nRealized on\n\nExercise(1)\n\n($)\n\nNumber of\n\nShares\n\nAcquired on\n\nVesting\n\n(#)\n\nValue\n\nRealized on\n\nVesting(2)\n\n($)\n\nThomas P. Gallagher ................\n\n—\n\n—\n\n1,711,349\n\n39,320,726\n\nLance Emmons .........................\n\n33,456\n\n950,688\n\n50,000\n\n1,117,000\n\nDouglas M. Schafer, Jr. ............\n\n—\n\n—\n\n50,000\n\n1,150,000\n\nBarbara J. Comly .....................\n\n—\n\n—\n\n643,849\n\n14,796,087\n\nShelly Brown ...........................\n\n33,332\n\n1,045,292\n\n98,167\n\n2,760,426\n\n(1)The value realized upon exercise is calculated as the difference between the market price of the underlying\n\nstock at the time of exercise and the exercise price, multiplied by the number of options exercised.\n\n(2)The value realized upon vesting is calculated by multiplying the number of shares shown in the table by the\n\nmarket value of the shares on the vesting date.\n\nPotential Payments Upon Termination or Change in Control\n\nSeverance Benefits under Employment Agreements\n\nIn the event of a termination of employment by us without Cause or by the NEO for\n\nGood Reason (summaries of such definitions provided below), our NEOs are entitled to the\n\nfollowing severance benefits, besides accrued benefits and business expense reimbursements:\n\n•Mr. Gallagher and Ms. Comly: Each of Mr. Gallagher and Ms. Comly is entitled\n\nto (i) continued base salary through the earlier of the end of the employment term\n\nor February of the year following the year of termination, and on March 1 of the\n\nyear following the year of termination, the NEO will receive a lump-sum payment\n\nequal to the remaining base salary that would have been payable through the end\n\nof the employment term (reduced by salary continuation payments already made),\n\nplus any accrued but unpaid cash bonuses and any discretionary bonus and (ii)\n\ncontinued health care coverage fully subsidized by the Company for up to 12\n\nmonths following termination, or, if shorter through the remainder of the\n\nemployment term, with the cost of coverage provided on at least a monthly basis.\n\n•Messrs. Emmons, Schafer and Brown: Each of Messrs. Emmons, Schafer and\n\nBrown is entitled to (i) continued base salary through the end of the employment\n\nterm; (ii) within 30 days following termination, a lump-sum payment equal to the\n\nminimum annual bonus that would have been payable for the remainder of the\n\n56\n\nemployment term and (iii) continued health care coverage, with the Company\n\nportion paid by the Company, for up to 12 months following termination, or, if\n\nshorter through the remainder of the employment term. The entitlement to\n\nseverance payments is subject to the NEO’s execution and non-revocation of a\n\nrelease of claims in favor of us and continuing compliance with their restrictive\n\ncovenants.\n\nIn the event of a termination of employment by us without Cause or by the NEO for\n\nGood Reason that occurs within the six months preceding or two years following a Change in\n\nControl (the “Change in Control Period”) (for Ms. Comly, a “Corporate Transaction” as defined\n\nin the 2013 Plan and summarized below), our NEOs are entitled to the following enhanced\n\nseverance benefits, besides accrued benefits and business expense reimbursements:\n\n•Mr. Gallagher and Ms. Comly: Each of Mr. Gallagher and Ms. Comly is entitled\n\nto, within 30 days following termination, a lump-sum payment equal to the base\n\nsalary and bonuses that would have been payable through the remainder of the\n\nemployment term or, if greater, over the 24-month period following termination.\n\nIn addition, each of Mr. Gallagher and Ms. Comly is entitled to a tax gross-up\n\npayment if any of his or her payments or benefits are subject to an excise tax\n\nunder Section 4999 of the Internal Revenue Code, but such tax gross-up payment\n\nis capped at an amount equal to his or her base salary paid to him or her for the\n\nyear prior to the year of termination.\n\n•Messrs. Emmons, Schafer and Brown: Each of Messrs. Emmons, Schafer and\n\nBrown is entitled to the severance benefits described above, except that for the\n\npurposes of determining the duration of the severance period, the date on which\n\nthe employment term would have expired will be deemed to be the longer of (x)\n\nthe end date of his employment term and (y) the second anniversary of the date of\n\nsuch termination. The entitlement to severance payments is subject to the NEO’s\n\nexecution and non-revocation of a release of claims in favor of us and continuing\n\ncompliance with their restrictive covenants. Each of the Emmons Employment\n\nAgreement, the Schafer Employment Agreement and the Brown Employment\n\nAgreement provides for a “best-net” cutback in the event any payment to which\n\nthe NEO is entitled thereunder constitutes a “parachute payment” under Section\n\n280G of the Internal Revenue Code.\n\nSummary of Defined Terms\n\nFor ease of reference, the following section summarizes key terms used throughout this\n\nCompensation Discussion and Analysis. The definitive definitions are contained in the respective\n\nplan documents and agreements incorporated by reference herein from our prior SEC filings.\n\n“Cause” means (i) for Messrs. Emmons, Schafer and Brown, failure to follow any\n\nreasonable directive, policy or instruction of the Chief Executive Officer or our Board with\n\nrespect to matters of the Company or its subsidiaries, or the Board of Directors of the MIAX\n\nExchanges with respect to MIAX Exchanges matters, as applicable or, for Mr. Gallagher and Ms.\n\n57\n\nComly, willful failure by the NEO to follow any lawful and reasonable written directive, policy\n\nor instruction of the Chief Executive Officer or the Board; (ii) a material breach by the NEO of\n\nthe terms of such NEO’s employment agreement; (iii) willful misconduct or gross negligence in\n\nthe performance by the NEO of his or her duties; (iv) dishonesty by the NEO with respect to the\n\nCompany and its subsidiaries that has a material injurious effect on the Company or with respect\n\nto Messrs. Emmons, Schafer and Brown any of its subsidiaries, (v) the NEO’s conviction, or plea\n\nof guilty or no contest to, any crime involving deception, fraud or moral turpitude (for Mr.\n\nGallagher and Ms. Comly, that has a material injurious effect on the Company), or (vi) for\n\nMessrs. Emmons, Schafer and Brown, a violation of the federal securities, commodities futures\n\nor other applicable laws.\n\n“Good Reason” means (i) material diminution of the NEO’s authority, duties and\n\nresponsibilities, which change would cause the NEO’s position to become one of (for Messrs.\n\nEmmons, Schafer and Brown, materially) less responsibility, importance and scope, (ii) material\n\nreduction of the NEO’s base salary, as it may be increased from time to time, (iii) certain adverse\n\nchanges in the geographic location at which the NEO must perform his or her services; or (iv)\n\nany other action or inaction that constitutes a material breach by the Company of such NEO’s\n\nemployment agreement.\n\nUnder the 2013 Plan and 2021 Plan, “Corporate Transaction” means: (a) a sale of all or\n\nsubstantially all of the Company’s assets, or (b) any merger, consolidation or other business\n\ncombination transaction of the Company with or into another corporation, entity or person, other\n\nthan a transaction in which the holders of at least a majority of the shares of voting capital stock\n\nof the Company outstanding immediately prior to such transaction continue to hold a majority of\n\nthe total voting power represented by the shares of voting capital stock of the Company (or the\n\nsurviving entity) outstanding immediately after such transaction, or (c) the direct or indirect\n\nacquisition by any person, or persons acting as a group, of beneficial ownership or a right to\n\nacquire beneficial ownership of shares representing a majority of the voting power of the then\n\noutstanding shares of capital stock of the Company, or (d) a change in the effective control of the\n\nCompany which occurs on the date that a majority of members of the Board is replaced during\n\nany 12-month period by directors whose appointment or election is not endorsed by a majority of\n\nthe members of the Board prior to the date of the appointment or election.\n\nUnder the 2022 Plan, “Change in Control” means and includes each of the following:\n\n(a) any person becoming the beneficial owner, directly or indirectly, of securities of the\n\nCompany representing more than 50% of the combined voting power of the Company’s then\n\noutstanding securities, excluding for purposes herein, acquisitions pursuant to a Business\n\nCombination (as defined below) that does not constitute a Change in Control;\n\n(b) a merger, reorganization, or consolidation of the Company or in which equity\n\nsecurities of the Company are issued (each, a “Business Combination”), other than a merger,\n\nreorganization, or consolidation which would result in the voting securities of the Company\n\noutstanding immediately prior thereto continuing to represent more than 50% of the combined\n\nvoting power of the voting securities of the Company or such surviving entity (or, as applicable,\n\na direct or indirect parent of the Company or such surviving entity) outstanding immediately\n\n58\n\nafter such merger or consolidation; provided, however, that a merger or consolidation effected to\n\nimplement a recapitalization of the Company (or similar transaction) in which no person acquires\n\nmore than 50% of the combined voting power of the Company’s then outstanding securities shall\n\nnot constitute a Change in Control;\n\n(c) during the period of two consecutive years, individuals who, at the beginning of such\n\nperiod, constitute the Board, together with any new director(s) (other than a director (i)\n\ndesignated by a person who has entered into an agreement with the Company to effect a\n\ntransaction described in the 2022 Plan or (ii) whose initial assumption of office is in connection\n\nwith an actual or threatened election contest relating to the election of directors of the Company\n\nby or on behalf of a person other than the Board) whose election by the Board or nomination for\n\nelection by the Company’s stockholders was approved by a vote of at least a majority of the\n\ndirectors then still in office who either were directors at the beginning of the two-year period or\n\nwhose election or nomination for election was previously so approved, cease for any reason to\n\nconstitute a majority thereof; or\n\n(d) stockholder approval of a complete liquidation or dissolution of the Company or the\n\nconsummation of a sale or disposition by the Company of all or substantially all of the\n\nCompany’s assets other than the sale or disposition of all or substantially all of the assets of the\n\nCompany to a person or persons who beneficially own, directly or indirectly, more than 50% of\n\nthe combined voting power of the outstanding voting securities of the Company at the time of the\n\nsale.\n\nTreatment of Equity Awards under the Equity Plans and the NEOs’ Award Agreements\n\nThe award agreements for the NEOs under the Equity Plans provide the following\n\ntreatment of equity awards in the event of termination of employment without Cause or for Good\n\nReason, as applicable, or due to the NEO’s death or disability or in connection with certain\n\ncorporate events:\n\n•Termination without Cause or for Good Reason:\n\n•Pursuant to the NEOs’ award agreements for awards granted under the 2013 Plan\n\nand 2021 Plan, in the event the NEO’s service is terminated without Cause by the\n\nCompany (or by the NEO for Good Reason, as applicable), unvested stock\n\noptions will accelerate and become fully exercisable.\n\n•Pursuant to the NEOs’ award agreements for awards granted under the 2022 Plan,\n\nin the event the NEO’s service is terminated by the Company without Cause or by\n\nthe NEO for Good Reason, pursuant to the NEO’s applicable award agreements,\n\n(i) unvested stock options will terminate and expire and (ii) for restricted stock\n\ngranted to Messrs. Gallagher, Schafer and Brown and Ms. Comly in 2024 and\n\n2025, unvested restricted stock will accelerate and vest in full.\n\n•Termination due to death or disability: Pursuant to the NEOs’ award agreements\n\nunder the Equity Plans, in the event of the NEO’s termination of service due to\n\n59\n\ndeath or disability, unvested stock options and unvested restricted stock will be\n\nimmediately forfeited and will not accelerate.\n\n•Upon a Change in Control (or a Corporate Transaction): Pursuant to the NEOs’\n\naward agreements under the Equity Plans, in the event of a Change in Control (or\n\na Corporate Transaction, as applicable), (i) unvested stock options will accelerate\n\nand become fully exercisable and (ii) unvested restricted stock will accelerate and\n\nvest in full, except for awards of restricted stock granted to Messrs. Gallagher and\n\nSchafer on August 1, 2019.\n\nTransaction Incentive Plan\n\nOur Board adopted the TIP on May 16, 2022, which provides participants with a cash\n\nincentive payment based on their allocation of a bonus pool in the event of a “Change in\n\nControl” (as defined in the TIP and summarized below and referenced herein as the “TIP Change\n\nin Control”), provided that such participant either: (i) has not incurred a termination of service as\n\nof the day immediately prior to the TIP Change in Control, or (ii) has been terminated without\n\nCause or due to death or disability, in either case, within 75 days prior to the TIP Change in\n\nControl. Amounts payable under the TIP must be paid in a lump sum within 30 days of the TIP\n\nChange in Control. The TIP may be administered by the Compensation Committee, our Board,\n\nor their delegates, subject to applicable laws, and the administrator of the TIP may make\n\npayment under the TIP contingent upon the execution of a release of claims in our favor. The\n\nbonus pool that our NEOs may participate in is based on the Transaction Proceeds and\n\nTransaction Enterprise Value (both as defined in the TIP) as follows:\n\nTotal Enterprise Value (in billions)\n\nBonus Pool\n\nLess than $3.5\n\nNone\n\n$3.5 but not $4\n\n1% of Transaction Proceeds\n\n$4 but not $4.5\n\n1.5% of Transaction Proceeds\n\n$4.5 but not $5\n\n2.0% of Transaction Proceeds\n\n$5 but not $5.5\n\n2.5% of Transaction Proceeds\n\n$5.5 but not $6\n\n3% of Transaction Proceeds\n\n$6 +\n\n3.5% of Transaction Proceeds\n\nOur NEOs are eligible to participate in such bonus pool with the following pool\n\nallocations: 24% for Mr. Gallagher, 18% for Mr. Schafer and Ms. Comly, 14% for Mr. Emmons\n\nand 10% for Mr. Brown, in each case, as set forth in their respective TIP Award Agreement. In\n\naddition, they are entitled to a tax gross-up payment if any of the payments under the TIP are\n\nsubject to the excise tax under Section 4999 of the Internal Revenue Code.\n\n“TIP Change in Control” means (i) the acquisition, directly or indirectly, by any person\n\nor group of beneficial ownership in the Company representing more than 50% of the total\n\ncombined voting power of all outstanding interests of the Company; (ii) a merger, consolidation,\n\nor other similar transaction involving the Company, except for a transaction in which the holders\n\nof the outstanding voting interests of the Company immediately prior to the merger,\n\n60\n\nconsolidation, or other transaction hold, in the aggregate, securities possessing more than 50% of\n\nthe total combined voting power of all outstanding voting securities of the surviving entity after\n\nsuch transaction; or (iii) a sale or other disposition of all or substantially all of the assets of the\n\nCompany.\n\nThe following table provides information regarding potential payments to our NEOs as of\n\nDecember 31, 2025 in connection with certain termination or change in control events.\n\n61\n\nBenefits and Payments upon\n\nTermination(1)\n\nTermination\n\nDue to\n\nDeath\n\n($)(2)\n\nTermination\n\nDue to\n\nDisability\n\n($) (3)\n\nTermination by\n\nthe Company\n\nwithout Cause\n\nor by the NEO\n\nfor Good\n\nReason\n\n($)\n\nChange in\n\nControl\n\n($)\n\nTermination by\n\nthe Company\n\nwithout Cause or\n\nby the NEO for\n\nGood Reason\n\nduring the Change\n\nin Control Period\n\n($)\n\nThomas P. Gallagher\n\nCash Payments(4) ........................\n\n6,700,000\n\n4,500,000(A)\n\n17,500,000(B)\n\n-\n\n37,500,000(C)\n\nAccelerated Vesting of Equity\n\nAwards(5) ....................................\n\n-\n\n-\n\n13,314,000(D)\n\n17,608,412(E)\n\n13,314,000(D)\n\nCOBRA Payments(6) ..................\n\n-\n\n-\n\n28,307\n\n-\n\n-\n\nTIP Payments and Related Tax\n\nGross-Up(7) .................................\n\n-\n\n-\n\n-\n\n15,535,083\n\n24,151,135\n\nLimited Tax Gross Up ................\n\n-\n\n-\n\n-\n\n-\n\n2,500,000\n\nLance Emmons\n\nCash Payments(4) ........................\n\n1,750,000\n\n3,400,000\n\n990,000(F)\n\n-\n\n1,980,000(G)\n\nAccelerated Vesting of Equity\n\nAwards(5) ....................................\n\n-\n\n-\n\n-\n\n5,164,863(H)\n\n-\n\nCOBRA Payments(6) ..................\n\n-\n\n-\n\n26,806\n\n-\n\n26,806\n\nTIP Payments and Related Tax\n\nGross-Up(7) .................................\n\n-\n\n-\n\n-\n\n14,179,980\n\n14,339,660\n\nDouglas M. Schafer, Jr.\n\nCash Payments(4) ........................\n\n12,250,000\n\n600,000\n\n1,550,000(I)\n\n-\n\n6,200,000(J)\n\nAccelerated Vesting of Equity\n\nAwards(5) ....................................\n\n-\n\n-\n\n6,657,000(K)\n\n9,327,984(L)\n\n6,657,000(K)\n\nCOBRA Payments(4) ..................\n\n-\n\n-\n\n9,742\n\n-\n\n19,483\n\nTIP Payments and Related Tax\n\nGross-Up(7) .................................\n\n-\n\n-\n\n-\n\n16,159,063\n\n16,720,692\n\nBarbara J. Comly\n\nCash Payments(4) ........................\n\n3,750,000\n\n2,929,500(M)\n\n6,442,500(N)\n\n-\n\n9,562,500(O)\n\nAccelerated Vesting of Equity\n\nAwards(5) ....................................\n\n-\n\n-\n\n4,438,000(P)\n\n8,876,886(Q)\n\n4,438,000(P)\n\nCOBRA Payments(6) ..................\n\n-\n\n-\n\n28,307\n\n-\n\n-\n\nTIP Payments and Related Tax\n\nGross-Up(7) .................................\n\n-\n\n-\n\n-\n\n17,731,698\n\n18,464,883\n\nLimited Tax Gross Up ................\n\n-\n\n-\n\n-\n\n566,322\n\n1,627,500\n\nShelly Brown\n\nCash Payments(4) ........................\n\n1,728,000\n\n555,000\n\n978,000(R)\n\n-\n\n1,956,000(S)\n\nAccelerated Vesting of Equity\n\nAwards(5) ....................................\n\n-\n\n-\n\n2,403,931(T)\n\n6,370,552(U)\n\n2,403,931(T)\n\nCOBRA Payments(6) ..................\n\n-\n\n-\n\n8,952\n\n-\n\n8,952\n\nTIP Payments and Related Tax\n\nGross-Up(7) .................................\n\n-\n\n-\n\n-\n\n9,429,368\n\n9,724,079\n\n(1)Information in this table assumes a termination date of December 31, 2025 and a price per share of our common\n\nstock of $44.38 (the closing price of our common stock on December 31, 2025).\n\n(2)Represents cash payments payable on death pursuant to the applicable Life Insurance Coverage.\n\n(3)Represents cash payments payable to the NEOs pursuant to disability insurance paid by us.\n\n(4)Represents the aggregate cash payments payable to the applicable NEO (calculated based on the base salary in\n\neffect as of December 31, 2025) in accordance with the terms of the applicable employment agreement.\n\n62\n\n(5)Represents the aggregate value of the applicable NEO’s accelerated equity awards payable to the NEO in\n\naccordance with the terms of the applicable Equity Plan and the NEO’s award agreement.\n\n(6)Represents the aggregate COBRA payments payable to the applicable NEO in accordance with the terms of the\n\napplicable employment agreement.\n\n(7)Represents payments under the TIP, including any tax gross-up payment to the extent any payments under the\n\nTIP are subject to the excise tax under Section 4999 of the Internal Revenue Code. Amounts under the TIP\n\nbecome payable upon the occurrence of a TIP Change in Control, provided that the NEO either: (i) has not\n\nincurred a termination of service as of the day immediately prior to the TIP Change in Control, or (ii) has been\n\nterminated without Cause or due to death or disability, in either case, within 75 days prior to the TIP Change in\n\nControl. Amounts calculated under the TIP assumed a “total enterprise value” of approximately $4.49B and\n\n“transaction proceeds” of approximately $64.7M.\n\n(A)Pursuant to his employment agreement, during the employment term, Mr. Gallagher is entitled to disability\n\ninsurance for his benefit paid by us in an amount not less than 60% of his base salary. The Company maintains\n\nlong-term disability insurance and a supplemental executive disability policy and will provide supplemental\n\nbenefits, if necessary, so that the total disability benefit equals 60% of base salary. The Company will provide\n\nthis benefit for the longer of two years following the occurrence of disability or through the end of the\n\nemployment term. Assuming a disability date of December 31, 2025, the amount shown reflects payments\n\nthrough December 31, 2028.\n\n(B)Represents the sum of current base salary through the end of the employment term, all accrued but unpaid cash\n\nbonuses and any discretionary bonus. As of December 31, 2025, there were no accrued but unpaid cash\n\nbonuses, and, for purposes of this disclosure, the discretionary bonus component is based on the actual bonus\n\namount earned by the NEO for fiscal year 2025 (excluding any IPO or special bonus).\n\n(C)Represents the sum of current base salary and bonuses that would have been payable through the end of the\n\nemployment term and any accrued but unpaid cash bonuses. As of December 31, 2025, there were no accrued\n\nbut unpaid cash bonuses, and, for purposes of this disclosure, the bonus component is based on the actual bonus\n\namount earned by the NEO for fiscal year 2025 (excluding any IPO or special bonus).\n\n(D)Represents the aggregate value of 300,000 shares of restricted stock granted on June 16, 2025 that vest in full\n\nunder such circumstance.\n\n(E)Represents the aggregate value of 300,000 shares of restricted stock granted on June 16, 2025, 41,666 shares of\n\nrestricted stock granted on March 29, 2023 and 111,250 stock options granted on June 16, 2025 with a per share\n\nexercise price of $22.40 that, in each case, vest in full under such circumstance.\n\n(F)Represents the sum of current base salary and minimum annual bonus through the end of the employment term.\n\n(G)Represents the sum of current base salary and minimum annual bonus through the second anniversary of the\n\ntermination date.\n\n(H)Represents the aggregate value of 16,666 shares of restricted stock granted on March 29, 2023, 58,333 stock\n\noptions granted on March 29, 2023 with a per share exercise price of $19.84, 66,666 stock options granted on\n\nJune 10, 2024 with a per share exercise price of $20.08 and 62,500 stock options granted on June 16, 2025 with\n\na per share exercise price of $22.40 that, in each case, vest in full under such circumstance.\n\n(I)Represents the sum of current base salary and minimum annual bonus through the end of the employment term.\n\n(J)Represents the sum of current base salary and minimum annual bonus through the second anniversary of the\n\ntermination date.\n\n(K)Represents the aggregate value of 150,000 shares of restricted stock granted on June 10, 2024 that vest in full\n\nunder such circumstance.\n\n(L)Represents the aggregate value of 150,000 shares of restricted stock granted on June 10, 2024, 41,666 stock\n\noptions granted on March 29, 2023 with a per share exercise price of $19.84 and 75,000 stock options granted\n\non June 16, 2025 with a per share exercise price of $22.40 that, in each case, vest in full under such\n\ncircumstance.\n\n63\n\n(M)Pursuant to her employment agreement, during the employment term, Ms. Comly is entitled to disability\n\ninsurance for her benefit paid by us in an amount not less than 60% of her base salary. The Company maintains\n\nlong-term disability insurance and a supplemental executive disability policy and will provide supplemental\n\nbenefits, if necessary, so that the total disability benefit equals 60% of base salary. The Company will provide\n\nthis benefit for the longer of two years following the occurrence of disability or through the end of the\n\nemployment term. Assuming a disability date of December 31, 2025, the amount shown reflects payments\n\nthrough December 31, 2028.\n\n(N)Represents the sum of current base salary through the end of the employment term, all accrued but unpaid cash\n\nbonuses and any discretionary bonus. As of December 31, 2025, there were no accrued but unpaid cash\n\nbonuses, and, for purposes of this disclosure, the discretionary bonus component is based on the actual bonus\n\namount earned by the NEO for fiscal year 2025 (excluding any IPO or special bonus).\n\n(O)Represents the sum of current base salary and bonuses that would have been payable through the end of the\n\nemployment term and any accrued but unpaid cash bonuses. As of December 31, 2025, there were no accrued\n\nbut unpaid cash bonuses, and, for purposes of this disclosure, the bonus component is based on the actual bonus\n\namount earned by the NEO for fiscal year 2025 (excluding any IPO or special bonus).\n\n(P)Represents the aggregate value of 100,000 shares of restricted stock granted on June 16, 2025 that vest in full\n\nunder such circumstance.\n\n(Q)Represents the aggregate value of 3,333 shares of restricted stock granted on March 29, 2023, 100,000 shares of\n\nrestricted stock granted on June 16, 2025, 41,666 stock options granted on March 29, 2023 with a per share\n\nexercise price of $19.84, 66,666 stock options granted on June 10, 2024 with a per share exercise price of\n\n$20.08 and 75,000 stock options granted on June 16, 2025 with a per share exercise price of $22.40 that, in each\n\ncase, vest in full under such circumstance.\n\n(R)Represents the sum of current base salary and minimum annual bonus through the end of the employment term.\n\n(S)Represents the sum of current base salary and minimum annual bonus through the second anniversary of the\n\ntermination date.\n\n(T)Represents the aggregate value of 37,500 shares of restricted stock granted on February 16, 2024 and 16,667\n\nshares of restricted stock granted on June 10, 2024 that, in each case, vest in full under such circumstance.\n\n(U)Represents the aggregate value of 4,166 shares of restricted stock granted on March 29, 2023, 37,500 shares of\n\nrestricted stock granted on September 10, 2023, 37,500 shares of restricted stock granted on February 16, 2024,\n\n16,667 shares of restricted stock granted on June 10, 2024, 33,333 stock options granted on March 29, 2023\n\nwith a per share exercise price of $19.84, 25,000 stock options granted on February 16, 2024 with a per share\n\nexercise price of $20.00 and 50,000 stock options granted on June 16, 2025 with a per share exercise price of\n\n$22.40 that, in each case, vest in full under such circumstance.\n\n64\n\nDIRECTOR COMPENSATION\n\nDirector Compensation Overview\n\nIn addition to service on our Board and the Committees, our directors may serve on the\n\nboards and applicable committees of the MIAX Exchanges or our other subsidiaries.\n\nCompensation for services provided to each of such boards during 2025 is set forth below.\n\nCommencing as of January 1, 2026, our Board changed the compensation provided to our\n\ndirectors for services on our Board and committees, to consist of a $90,000 cash retainer and\n\n$200,000 in value of restricted stock units, plus additional cash retainers for service on our\n\nCommittees. Our Board also plans to reconsider the compensation payable to directors for\n\nservice on the boards and committees of the MIAX Exchanges and our other subsidiaries during\n\n2026.\n\nService on our Board and its Committees during 2025\n\nDescription\n\nAmount\n\nAnnual Cash Retainer\n\n$50,000\n\nAnnual Additional Cash Retainer for\n\nReturning Directors\n\n$20,000\n\nAdditional Cash Retainer for Chair of a\n\nCommittee\n\n$20,000 for the chair of each of the Audit Committee,\n\nCompensation Committee, Nominating and Corporate\n\nGovernance Committee and Risk Committee\n\nAdditional Cash Retainer for Non-Chair\n\nCommittee Members\n\n$10,000 for each of the Audit Committee, Compensation\n\nCommittee, Nominating and Corporate Governance Committee\n\nand Risk Committee; and $7,500 for our legislative advisory\n\ncommittee (the “Legislative Advisory Committee”) (disbanded\n\nprior to the IPO)\n\n65\n\nService on the MIAX Exchanges and other Company Subsidiary Boards and their Committees\n\nduring 2025\n\nThe MIAX Exchanges refer to MIAX Options, MIAX Pearl, MIAX Emerald and MIAX\n\nSapphire, and the Company's other compensated subsidiary boards refer to BSX, Dorman\n\nTrading, LLC (“Dorman Trading”), MIAX Futures, MIAXdx and TISEG.\n\nDescription\n\nAmount\n\nAnnual Cash Retainer(1)\n\n$50,000 for each of the MIAX Exchanges, MIAX Futures and\n\nMIAXdx\n\n£40,000 for TISEG\n\nAnnual Additional Retainer for Returning\n\nDirectors(1)\n\n$20,000 for each of the MIAX Exchanges\n\nAdditional Cash Retainer for Lead\n\nDirector(1)\n\n$30,000 for each of the MIAX Exchanges\n\nAnnual Equity Grant for Service on Certain\n\nSubsidiary Boards(2)\n\n(i) BSX: stock options with a grant date fair value of $60,000\n\n(ii) Dorman Trading: stock options with a grant date fair value\n\nof $30,000\n\n(iii) MIAX Futures: stock options with a grant date fair value of\n\n$30,000\n\n(iv) MIAXdx: stock options with a grant date fair value of\n\n$30,000\n\nAdditional Cash Retainer for Committee\n\nService on a MIAX Exchange(1)\n\nChair: $20,000 for each of Audit Committee, Compensation\n\nCommittee, Regulatory Oversight Committee and Risk\n\nManagement Committee; $15,000 for each of Business\n\nConduct Committee, Nominating Committee and Technology\n\nCommittee; $10,000 for Appeals Committee; and $5,000 for\n\nQuality of Markets Committee\n\nNon-Chair Committee Member: $5,000 for each of Appeals\n\nCommittee and Quality of Markets Committee and $10,000 for\n\nservice as a member on any other Committees\n\nAdditional Fee: ranging from $5,000 to $10,000 for service\n\nupon certain Committees as Chair or Member\n\nAdditional Cash Fee per Certain MIAX\n\nFutures Committee Meetings Attended\n\n$500 per MIAX Futures Regulatory Oversight Committee or\n\nRisk Committee meeting attended\n\n(1)Members who served in the same capacity for more than one of the MIAX Exchanges (or MIAXdx) or\n\ncommittee were paid the full rate for their service on the first MIAX Exchange (or MIAXdx) or committee\n\nand 50% of the full rate for their service in such capacity on each additional MIAX Exchange (or MIAXdx)\n\nor committee.\n\n(2)These awards were granted under the 2022 Plan, with the grant date fair value computed in accordance with\n\nFASB ASC Topic 718. The stock options granted on or before June 30, 2025 generally vested as to 50% on\n\nJune 30, 2025 and as to 25% on each of September 30, 2025 and December 31, 2025.\n\n66\n\nDirector Compensation Table\n\nThe following table sets forth information concerning the compensation awarded to,\n\nearned by or paid to directors who served on our Board in fiscal year 2025 who met eligibility\n\ncriteria to be compensated by the Company for such services (“Compensated Directors”). In\n\nfiscal year 2025, each of Messrs. Gallagher and Schafer received no additional compensation for\n\nhis service on the Board. The compensation received by each of Messrs. Gallagher and Schafer\n\nas an employee is presented in the Fiscal Year 2025 Summary Compensation Table above.\n\nName(1)\n\nFees earned or\n\npaid in cash ($)(2)\n\nOption awards\n\n($)(3)\n\nAll other\n\ncompensation ($)(4)\n\nTotal ($)\n\nDirectors as of December 31, 2025\n\nDavid Brown(5)\n\n114,167\n\n60,000\n\n—\n\n174,167\n\nKurt Eckert(6)\n\n330,437\n\n120,000\n\n—\n\n450,437\n\nKenneth Lozier(7)\n\n221,500\n\n60,000\n\n—\n\n281,500\n\nLisa Moore(8)\n\n145,000\n\n30,000\n\n—\n\n175,000\n\nMark F. Raymond(9)\n\n90,000\n\n—\n\n—\n\n90,000\n\nCynthia Schwarzkopf(10)\n\n262,083\n\n60,000\n\n—\n\n322,083\n\nPaul V. Stahlin(11)\n\n100,000\n\n—\n\n—\n\n100,000\n\nJ. Gray Teekell(12)\n\n164,167\n\n—\n\n—\n\n164,167\n\nFormer Directors in 2025\n\nMichael P. Ameen(13)\n\n166,667\n\n—\n\n100,000\n\n266,667\n\nAlbert M. Barro, Jr.(14)\n\n40,833\n\n—\n\n100,000\n\n140,833\n\nWilliam W. Hopkins(14)\n\n40,833\n\n—\n\n100,000\n\n140,833\n\nThomas J. Kelly, Jr.(15)\n\n41,667\n\n—\n\n100,000\n\n141,667\n\nJamil Nazarali(16)\n\n16,667\n\n—\n\n—\n\n16,667\n\nRobert D. Prunetti(17)\n\n377,292\n\n120,000\n\n100,000\n\n597,292\n\nAbdulwahab Ahmad Al-Nakib\n\n—\n\n—\n\n100,000\n\n100,000\n\nBarry J. Belmont\n\n—\n\n—\n\n100,000\n\n100,000\n\nRicardo Blach\n\n—\n\n—\n\n100,000\n\n100,000\n\nChristopher D. Brady\n\n—\n\n—\n\n100,000\n\n100,000\n\nKhaled Magdy El-Marsafy\n\n—\n\n—\n\n100,000\n\n100,000\n\nWilliam J. O’Brien III\n\n—\n\n—\n\n100,000\n\n100,000\n\nJassem Hassan Zainal\n\n—\n\n—\n\n100,000\n\n100,000\n\n(1)None of Talal Jassim Al-Bahar, Lee Becker, John Beckelman, Paul Kotos, Mark I. Massad, Jack G. Mondel\n\n(employee-director) or Murray Stahl was a Compensated Director during fiscal year 2025.\n\n(2)The amounts shown in this column represent fiscal year 2025 cash payments for Board and committee retainers\n\nas well as fees earned in connection with attending committee meetings, if applicable. Fractional amounts have\n\nbeen rounded to the closest whole number using normal rounding rules.\n\n(3)The amounts shown represent the grant date fair values of stock option awards granted in 2025 under the 2022\n\nPlan as computed in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures).\n\nPlease refer to Note 2 “Summary of Significant Accounting Policies - Share-Based Compensation” in our Notes\n\nto Consolidated Financial Statements included in our Annual Report on Form 10-K for a discussion of the\n\nassumptions used in calculating the grant date fair value. The stock options generally vested as to 50% of the\n\nunderlying shares on June 30, 2025 and as to 25% of the underlying shares on each of September 30, 2025 and\n\nDecember 31, 2025. All stock options were vested as of December 31, 2025 and are described in the following\n\nfootnotes (5) through (17), as applicable.\n\n67\n\n(4)The amounts shown in this column represent one-time retirement bonuses in recognition of the director’s past\n\nservice on the Board.\n\n(5)The amounts shown are attributable to service on the Board ($29,167, which represents the pro-rated amount\n\nfrom the date of appointment), the Audit Committee ($5,000, which represents the pro-rated amount from the\n\ndate of appointment), MIAX Pearl board of directors ($50,000, plus an additional $20,000), MIAX Pearl\n\ntechnology committee ($10,000) and BSX council ($60,000, paid in stock options with equivalent grant date\n\nvalue).\n\n(6)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the Risk\n\nCommittee ($10,000), MIAX Options board of directors ($12,500, plus an additional $5,000, which represents\n\nthe pro-rated amount through the resignation date), MIAX Options appeals committee ($1,250, which\n\nrepresents the pro-rated amount through the resignation date), MIAX Options quality of markets committee\n\n($834, which represents the pro-rated amount through the resignation date), MIAX Options technology\n\ncommittee ($2,500, which represents the pro-rated amount through the resignation date), MIAX Pearl board of\n\ndirectors ($43,750, plus an additional $17,500), MIAX Pearl appeals committee ($4,375), MIAX Pearl\n\ntechnology committee ($8,750), MIAX Emerald board of directors ($25,000, plus an additional $10,000),\n\nMIAX Emerald appeals committee ($2,500), MIAX Sapphire board of directors ($6,250, which represents the\n\npro-rated amount from the date of appointment), BSX council ($60,000, paid in stock options with equivalent\n\ngrant date value), MIAX Futures board of directors ($50,000, paid in cash and $30,000, paid in stock options\n\nwith equivalent grant date value), MIAX Futures risk committee ($2,000), MIAX Futures regulatory oversight\n\ncommittee ($2,000) and MIAXdx board of directors ($25,000, paid in cash and $30,000, paid in stock options\n\nwith equivalent grant date value). Mr. Eckert served as a director on the board of directors of TISEG\n\ncommencing in June of 2025 and received USD31,229 in fiscal year 2025 in connection with such service,\n\nwhich amount is included in this table. Mr. Eckert was paid such amounts on the last day of each month in\n\nBritish pounds sterling; these amounts were converted to United States dollars based on the month end\n\nexchange rate. The conversion rates were as follows: June 30: 1.36944; July 31: 1.32293; August 31: 1.35042;\n\nSeptember 30: 1.34444; October 31: 1.31434; November 30: 1.32317; December 31: 1.34384.\n\n(7)The amounts shown are attributable to service on the Board ($20,833, which represents the pro-rated amount\n\nfrom the date of appointment), the Nominating and Corporate Governance Committee ($4,167, which\n\nrepresents the pro-rated amount from the date of appointment), MIAX Sapphire board of directors ($50,000,\n\nplus an additional $20,000), MIAX Sapphire lead director ($30,000), MIAX Sapphire regulatory oversight\n\ncommittee ($10,000, plus an additional $10,000), MIAX Futures board of directors ($50,000, paid in cash and\n\n$30,000, paid in stock options with equivalent grant date value), MIAX Futures risk committee ($1,500) and\n\nMIAXdx board of directors ($25,000 paid in cash and $30,000, paid in stock options with equivalent grant date\n\nvalue).\n\n(8)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the Risk\n\nCommittee (Chair) ($20,000), the Audit Committee ($5,000, which represents the pro-rated amount from the\n\ndate of appointment) and MIAXdx board of directors ($50,000, paid in cash and $30,000, paid in stock options\n\nwith equivalent grant date value).\n\n(9)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the\n\nCompensation Committee ($10,000) and the Nominating and Corporate Governance Committee ($10,000,\n\nwhich represents the pro-rated amount from the date of appointment).\n\n(10)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the\n\nCompensation Committee ($2,500, which represents the pro-rated amount from the date of appointment), the\n\nNominating and Corporate Governance Committee ($5,000, which represents the pro-rated amount from the\n\ndate of appointment), MIAX Options board of directors ($50,000, plus an additional $20,000), MIAX Options\n\ncompensation committee ($1,667, which represents the pro-rated amount through the resignation date), MIAX\n\nOptions options allocation committee ($10,000), MIAX Options quality of markets committee ($833, which\n\nrepresents the pro-rated amount through the resignation date), MIAX Options technology committee ($10,000),\n\nMIAX Pearl board of directors ($25,000, plus an additional $10,000), MIAX Pearl lead director ($30,000),\n\nMIAX Pearl audit committee ($10,000), MIAX Pearl compensation committee (Chair) ($1,667, which\n\nrepresents the pro-rated amount through the resignation date), MIAX Pearl quality of markets committee ($417,\n\n68\n\nwhich represents the pro-rated amount through the resignation date), MIAX Emerald nominating committee\n\n($10,000), MIAX Emerald options allocation committee ($5,000) and BSX council ($60,000, paid in stock\n\noptions with equivalent grant date value).\n\n(11)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the Audit\n\nCommittee (Chair) ($20,000) and the Risk Committee ($10,000).\n\n(12)The amounts shown are attributable to service on the Board ($50,000, plus an additional $20,000), the\n\nCompensation Committee ($10,000), MIAX Options board of directors ($50,000, plus an additional $20,000),\n\nMIAX Options compensation committee (Chair) ($3,333, which represents the pro-rated amount through the\n\nresignation date), MIAX Options quality of markets committee ($833, which represents the pro-rated amount\n\nthrough the resignation date) and MIAX Options technology committee ($10,000).\n\n(13)The amounts shown are attributable to service on the Board ($29,167, plus an additional $11,667, which\n\nrepresents the pro-rated amount through the resignation date), the Audit Committee ($5,833, which represents\n\nthe pro-rated amount through the resignation date), MIAX Options board of directors ($50,000, plus an\n\nadditional $20,000), MIAX Options audit committee ($10,000), MIAX Sapphire board of directors ($25,000,\n\nplus an additional $10,000) and MIAX Sapphire audit committee ($5,000).\n\n(14)The amounts shown are attributable to service on the Board ($29,167, plus an additional $11,667, which\n\nrepresents the pro-rated amount through the resignation date).\n\n(15)The amounts shown are attributable to service on the Board ($16,667, plus an additional $6,667, which\n\nrepresents the pro-rated amount through the resignation date) and the following amounts, each pro-rated through\n\nthe resignation date of the applicable committee: the Compensation Committee ($3,333), the Legislative\n\nAdvisory Committee ($2,500), MIAX Options nominating committee (Chair) ($5,000), MIAX Pearl nominating\n\ncommittee (Chair) ($2,500), MIAX Emerald nominating committee (Chair) ($2,500) and MIAX Sapphire\n\nnominating committee (Chair) ($2,500).\n\n(16)The amounts shown are attributable to service on the Board ($16,667, which represents the pro-rated amount\n\nthrough the resignation date).\n\n(17)The amounts shown are attributable to service on the Board ($29,167, plus an additional $11,667, which\n\nrepresents the pro-rated amount through the resignation date), the Audit Committee ($5,833, which represents\n\nthe pro-rated amount through the resignation date), the Legislative Advisory Committee ($4,375, which\n\nrepresents the pro-rated amount through the resignation date), MIAX Options board of directors ($50,000, plus\n\nan additional $20,000), MIAX Options audit committee (Chair) ($20,000), MIAX Options risk management\n\ncommittee ($10,000, plus an additional $10,000), MIAX Options compensation committee ($1,667, which\n\nrepresents the pro-rated amount through the resignation date), MIAX Options options allocation committee\n\n($10,000), MIAX Options quality of markets committee ($833, which represents the pro-rated amount through\n\nthe resignation date), MIAX Pearl board of directors ($25,000, plus an additional $10,000), MIAX Pearl audit\n\ncommittee (Chair) ($10,000), MIAX Pearl risk management committee ($5,000, plus an additional $5,000),\n\nMIAX Pearl compensation committee ($833, which represents the pro-rated amount through the resignation\n\ndate), MIAX Emerald board of directors ($25,000, plus an additional $10,000), MIAX Emerald audit committee\n\n(Chair) ($10,000), MIAX Emerald compensation committee (Chair) ($1,667, which represents the pro-rated\n\namount through the resignation date), MIAX Emerald options allocation committee ($5,000), MIAX Emerald\n\nrisk management committee ($5,000, plus an additional $5,000), MIAX Sapphire board of directors ($25,000,\n\nplus an additional $10,000), MIAX Sapphire audit committee (Chair) ($10,000), MIAX Sapphire risk\n\nmanagement committee ($5,000, plus an additional $5,000), MIAX Sapphire compensation committee (Chair)\n\n($1,667, which represents the pro-rated amount through the resignation date), MIAX Sapphire quality of\n\nmarkets committee ($4,583, which includes a pro-rated catch-up fee), BSX council ($60,000, paid in stock\n\noptions with equivalent grant date value), MIAXdx board of directors ($25,000, paid in cash and $30,000, paid\n\nin stock options with equivalent grant date value) and Dorman Trading board of directors ($30,000, paid in\n\nstock options with equivalent grant date value).\n\n69\n\nThe following table shows the aggregate number of stock options and shares of restricted\n\nstock held as of December 31, 2025 by each non-employee director who served on our Board in\n\nfiscal year 2025:\n\nName(1)\n\nOptions\n\nOutstanding at\n\nFiscal Year End\n\nRestricted\n\nShares\n\nOutstanding at\n\nFiscal Year End\n\nDirectors as of December 31, 2025\n\nJohn Beckelman ....................................................................................................\n\n8,667\n\n—\n\nDavid Brown .........................................................................................................\n\n66,758\n\n—\n\nKurt Eckert ............................................................................................................\n\n193,679\n\n100,000\n\nKenneth Lozier ......................................................................................................\n\n14,042\n\n—\n\nLisa Moore ............................................................................................................\n\n10,529\n\n—\n\nMark F. Raymond..................................................................................................\n\n102,436\n\n—\n\nCynthia Schwarzkopf ............................................................................................\n\n178,740\n\n—\n\nMurray Stahl ..........................................................................................................\n\n34,331\n\n—\n\nPaul V. Stahlin .......................................................................................................\n\n108,729\n\n—\n\nJ. Gray Teekell ......................................................................................................\n\n130,211\n\n—\n\nFormer Directors in 2025\n\nMichael P. Ameen .................................................................................................\n\n138,933\n\n—\n\nAlbert M. Barro, Jr. ...............................................................................................\n\n86,457\n\n—\n\nWilliam W. Hopkins ..............................................................................................\n\n60,207\n\n—\n\nThomas J. Kelly, Jr. ...............................................................................................\n\n87,843\n\n—\n\nRobert D. Prunetti ..................................................................................................\n\n298,927\n\n—\n\n(1)None of the following non-employee directors and former directors held any outstanding equity awards as of\n\nDecember 31, 2025: Talal Jassim Al-Bahar, Abdulwahab Ahmad Al-Nakib, Lee Becker, Barry J. Belmont,\n\nRicardo Blach, Christopher D. Brady, Khaled Magdy El-Marsafy, Paul Kotos, Mark I. Massad, Jamil Nazarali,\n\nWilliam J. O’Brien III or Jassem Hassan Zainal.\n\nPay Versus Performance Table\n\nThe following table sets forth certain information with respect to the Company’s financial\n\nperformance and the compensation paid to our NEOs for the fiscal year ended on December 31,\n\n2025.\n\nYear\n\nSummary\n\nCompensation\n\nTable Total for\n\nPEO ($) (1)\n\nCompensation\n\nActually Paid\n\nto PEO ($)\n\n(1)(2)\n\nAverage\n\nSummary\n\nCompensation\n\nTable Total\n\nfor Non-PEO\n\nNEOs ($) (3)\n\nAverage\n\nCompensation\n\nActually Paid\n\nto Non-PEO\n\nNEOs ($) (2)(3)\n\nValue of Initial Fixed $100\n\nInvestment Based on:\n\nNet Loss\n\n($ in\n\nthousand\n\ns) (5)\n\nAdjusted\n\nEBITDA ($\n\nin\n\nthousands)\n\n(6)\n\nTotal\n\nStockholder\n\nReturn ($)\n\n(4)\n\nPeer Group\n\nTotal\n\nStockholder\n\nReturn ($)\n\n(4)\n\n2025\n\n21,187,093\n\n35,061,055(7)\n\n4,913,603\n\n11,856,494(7)\n\n144.37\n\n96.91\n\n(70,029)\n\n199,100\n\n(1)The name of the Principal Executive Officer of the Company (“PEO”) reflected in these columns for the\n\napplicable fiscal year is Thomas P. Gallagher.\n\n70\n\n(2)In calculating the ‘compensation actually paid’ amounts reflected in these columns, the fair value or change in\n\nfair value, as applicable, of the equity award adjustments included in such calculations was computed in\n\naccordance with FASB ASC Topic 718.  The valuation assumptions used to calculate such fair values did not\n\nmaterially differ from those disclosed at the time of grant.\n\n(3)The names of each of the non-PEO NEOs reflected in these columns for the applicable fiscal year are Lance\n\nEmmons, Douglas M. Schafer Jr., Shelly Brown and Barbara J. Comly.\n\n(4)The Company’s total stockholder return (“TSR”) and the Company’s Peer Group TSR reflected in these\n\ncolumns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable\n\nmeasurement point (i.e., August 14, 2025, the date we became a publicly traded company) on the same\n\ncumulative basis as is used in Item 201(e) of Regulation S-K.\n\nThe peer group used to determine the Company’s Peer Group TSR for each applicable fiscal year is a\n\ncustomized peer group of four companies, which is the same peer group disclosed in our Annual Report on\n\nForm 10-K for fiscal year 2025 and is comprised of the following: Cboe, CME Group Inc, ICE and Nasdaq.\n\n(5)Represents the amount of net loss reflected in the Company’s audited GAAP financial statements for each\n\napplicable fiscal year.\n\n(6)We have selected Adjusted EBITDA as our most important financial measure (that is not otherwise required to\n\nbe disclosed in the table) used to link ‘compensation actually paid’ to our NEOs to company performance for\n\nfiscal year 2025. Adjusted EBITDA, a non-GAAP financial measure, is defined as net income before interest,\n\nincome taxes, depreciation, amortization, and certain items of income and expense that are not considered\n\nrepresentative of the Company’s core operating performance.\n\n(7)For fiscal year 2025, the ‘compensation actually paid’ to our NEOs reflects each of the following adjustments\n\nmade to the total compensation amounts reported in the Fiscal Year 2025 Summary Compensation Table,\n\ncomputed in accordance with Item 402(v) of Regulation S-K:\n\nFiscal year 2025\n\nPEO ($)\n\nAverage Non-\n\nPEO NEOs ($)\n\nTotal Compensation Reported in Summary Compensation Table (A) ............\n\n21,187,093\n\n4,913,603\n\nLess, Grant Date Fair Value of Stock and Option Awards Reported in the\n\nSummary Compensation Table .............................................................................\n\n(7,597,134)\n\n(1,077,410)\n\nPlus, Year-End Fair Value of Awards Granted in the Covered Fiscal Year that\n\nare Outstanding and Unvested ..............................................................................\n\n16,258,960\n\n2,846,695\n\nPlus, Change in Fair Value of Awards Granted in Prior Years that are\n\nOutstanding and Unvested (from Prior Year-End to Year-End) ...........................\n\n3,198,818\n\n4,460,741\n\nPlus, Vesting Date Fair Value of Awards Granted in the Covered Fiscal Year\n\nthat Vested in that Year .........................................................................................\n\n—\n\n—\n\nPlus, Change in Fair Value of Awards Granted in Prior Years that Vested in\n\nthe Covered Fiscal Year (from Prior Year-End to Vesting Date) .........................\n\n2,013,318\n\n712,865\n\nLess, Prior Year-End Fair Value of Awards Granted in Prior Years that Failed\n\nto Vest in the Covered Fiscal Year .......................................................................\n\n—\n\n—\n\nPlus, Dollar Value of Dividends, Dividend Equivalents or other Earnings Paid\n\non Stock and Option Awards in the Covered Fiscal Year Prior to Vesting (if\n\nnot reflected in the fair value of such award or included in Total\n\nCompensation for that year) ..................................................................................\n\n—\n\n—\n\nTotal Adjustments ...............................................................................................\n\n13,873,962\n\n6,942,891\n\nCompensation Actually Paid for the Covered Fiscal Year .............................\n\n35,061,055\n\n11,856,494\n\n(A)The Company does not sponsor any defined benefit or actuarial pension plan. Therefore, no adjustment was\n\nmade relating thereto.\n\n71\n\nPay versus Performance Comparative Disclosure\n\nAs described in the Compensation Discussion and Analysis section, we do not utilize\n\nspecific financial metrics or predetermined performance targets as the basis for determining\n\nexecutive compensation. Rather, the Compensation Committee takes a holistic approach,\n\nexercising its informed judgment to evaluate a broad range of factors when determining annual\n\ncash bonus payouts and annual equity award grants. These factors include, but are not limited to,\n\nthe Company’s overall financial performance, stock price performance, industry-specific and\n\nbroader macroeconomic conditions affecting our business and competitive environment and the\n\nindividual performance and contributions of each of our NEOs.\n\nThe chart below illustrates the relationship between the amount of compensation actually\n\npaid to the PEO and the average amount of compensation actually paid to the Company’s other\n\nNEOs and the Company’s TSR and the Company's Peer Group TSR during 2025 assuming $100\n\ninitial investment on August 14, 2025.\n\nThe charts below illustrate the relationship between the PEO and other NEOs average\n\ncompensation actually paid amounts and the Company’s Net Income (Loss) and Adjusted\n\nEBITDA during 2025.\n\n72\n\n73\n\nPay versus Performance Tabular List\n\nThe following table lists our most important performance measures used by us to link\n\n‘compensation actually paid’ to our NEOs to company performance for fiscal year 2025.  The\n\nperformance measures included in this table are not ranked by relative importance.\n\nMost Important Performance\n\nMeasures\n\nAdjusted EBITDA\n\nAdjusted Earnings\n\nRevenues Less Cost of Revenues\n\nEquity Compensation Plan Information\n\nThe following table provides certain information with respect to the Equity Plans as of\n\nDecember 31, 2025.\n\nNumber of\n\nsecurities to\n\nbe issued\n\nupon\n\nexercise of\n\noutstanding\n\noptions,\n\nwarrants\n\nand rights\n\n(#)\n\nWeighted-\n\naverage\n\nexercise\n\nprice of\n\noutstanding\n\noptions,\n\nwarrants\n\nand rights\n\n($)\n\nNumber of\n\nsecurities\n\nremaining\n\navailable for\n\nfuture\n\nissuance\n\nunder equity\n\ncompensation\n\nplans\n\n(#)\n\nEquity compensation plans approved by security holders (1) .......\n\n18,839,938\n\n16.96\n\n8,594,862 (2)\n\nEquity compensation plans not approved by security holders (3)\n\n3,197,976\n\n13.33\n\n-\n\nTotal .............................................................................................\n\n22,037,914\n\n16.43\n\n8,594,862\n\n(1)Includes the 2008 Plan, 2013 Plan, 2021 Plan and 2022 Plan.\n\n(2)All shares available for future issuance are only available under the 2022 Plan.\n\n(3)Includes the 2008 Director Plan and 2013 Director Plan.\n\n74\n\nREPORT OF THE COMPENSATION COMMITTEE\n\nThis report of the Compensation Committee is required by the SEC and, in accordance\n\nwith the SEC’s rules, will not be deemed to be part of or incorporated by reference by any\n\ngeneral statement incorporating by reference this Proxy Statement into any filing under the\n\nSecurities Act of 1933, as amended (“Securities Act”) or under the Exchange Act, except to the\n\nextent that we specifically incorporate this information by reference, and will not otherwise be\n\ndeemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.\n\nThe Compensation Committee consists of Mr. Talal Jassim Al-Bahar (Chair), Mr. Mark\n\nF. Raymond, and Mr. J. Gray Teekell, each of whom the Board has determined is independent\n\nunder NYSE listing rules. The Compensation Committee has duties and powers as described in\n\nits written charter adopted by the Board. A copy of the charter can be found on our investor\n\nrelations page at http://ir.miaxglobal.com. The information on our website is not intended to\n\nform a part of or be incorporated by reference into this Proxy Statement.\n\nOur Compensation Committee has reviewed and discussed the Compensation Discussion\n\nand Analysis required by Item 402(b) of Regulation S-K with management. Based on such\n\nreview and discussions, the Compensation Committee recommended to our Board that the\n\nCompensation Discussion and Analysis be included in this Proxy Statement and our Annual\n\nReport on Form 10-K.\n\nSubmitted by the Compensation Committee\n\nTalal Jassim Al-Bahar, Chair\n\nMark F. Raymond\n\nJ. Gray Teekell\n\n75\n\nPROPOSAL NO. 4:\n\nRATIFICATION OF APPOINTMENT\n\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nOur Audit Committee has selected KPMG as our independent registered public\n\naccounting firm to perform the audit of our consolidated financial statements for the year ending\n\nDecember 31, 2026. KPMG has served as our independent registered public accounting firm\n\nsince 2021 and audited our consolidated financial statements for the year ended December 31,\n\n2025.\n\nAt the Annual Meeting, our stockholders are being asked to ratify the appointment of\n\nKPMG as our independent registered public accounting firm for the year ending December 31,\n\n2026. Although not required by applicable law or listing rules, our Audit Committee is\n\nsubmitting the appointment of KPMG to our stockholders because we value our stockholders’\n\nviews on our independent registered public accounting firm and as a matter of good corporate\n\ngovernance. A representative of KPMG is expected to be present at the Annual Meeting and will\n\nhave an opportunity to make a statement at the Annual Meeting, if they desire to do so, and we\n\nexpect that they will be available to respond to appropriate questions. Notwithstanding the\n\nappointment of KPMG, and even if our stockholders ratify the appointment, our Audit\n\nCommittee, in its discretion, may appoint another independent registered public accounting firm\n\nat any time during our fiscal year if our Audit Committee believes that such a change would be\n\nin the best interests of our Company and our stockholders.\n\nIn the event that KPMG is not ratified by our stockholders, the Audit Committee may\n\nreconsider their selection of KPMG as our independent registered public accounting firm.\n\nIndependent Registered Public Accounting Firm Fees and Services\n\nWe regularly review the services and fees from our independent registered public\n\naccounting firm. These services and fees are also reviewed with our Audit Committee. In\n\naccordance with standard policy, KPMG periodically rotates the individuals who are responsible\n\nfor our audit.\n\nIn addition to performing the audit of our consolidated financial statements, KPMG\n\nprovided various other services during the years ended December 31, 2025 and 2024. Our Audit\n\nCommittee has determined that KPMG’s provision of these services, which are described below,\n\ndoes not impair KPMG’s independence from us. During the years ended December 31, 2025 and\n\n2024, fees for services provided by KPMG were as follows:\n\n2025\n\n2024\n\nAudit fees(1) ...........................................................................\n\n$3,809,931\n\n$2,919,054\n\nAudit-related fees(2) ..............................................................\n\n514,500\n\n—\n\nTax fees(3) .............................................................................\n\n436,588\n\n383,830\n\nAll other fees(4) .....................................................................\n\n—\n\n10,000\n\nTotal fees ..............................................................................\n\n$4,761,019\n\n$3,312,884\n\n76\n\n(1)Fees billed, or expected to be billed, for our annual audit and quarterly review procedures\n\nand fees related to services for other regulatory filings.\n\n(2)Fees billed, or expected to be billed, for assurance and related services.\n\n(3)Fees billed, or expected to be billed, for tax compliance, tax advice, and tax planning\n\nservices.\n\n(4)All other fees for permitted services other than those described above.\n\nPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of\n\nIndependent Registered Public Accounting Firm\n\nOur Audit Committee has established a policy that requires their advance approval of all\n\naudit and permitted non-audit and tax services that may be provided by our independent auditors,\n\nprior to our receipt of such services in order to ensure that the provision of such services does not\n\nimpair the independent registered public accounting firm’s independence. These services may\n\ninclude audit services, audit-related services, tax services, and other services. The independent\n\nregistered public accounting firm and management are required to periodically report to the\n\nAudit Committee regarding the extent of services provided by the independent registered public\n\naccounting firm in accordance with this pre-approval, and the fees for the services performed to\n\ndate.\n\nAll of the services relating to the fees described in the table above in 2025, the year in\n\nwhich we completed our IPO, were approved by our Audit Committee. Additional information\n\nmay be found in the Audit Committee’s charter, which can be found on our investor relations\n\npage at http://ir.miaxglobal.com. The information on our website is not intended to form a part of\n\nor be incorporated by reference into this Proxy Statement.\n\nVote Required\n\nThe ratification of the appointment of KPMG as our independent registered public\n\naccounting firm for the year ending December 31, 2026 requires the affirmative vote of the\n\nholders of a majority of the total number of votes of our common stock present virtually or\n\nrepresented by proxy at the Annual Meeting and entitled to vote thereon that are voted “FOR” or\n\n“AGAINST” the proposal. Abstentions will have the same effect as a vote “AGAINST” the\n\nproposal. Because this proposal is a routine matter pursuant to the NYSE’s Rule 452, brokers\n\nhave discretion to vote uninstructed shares on this matter and as such we do not expect broker\n\nnon-votes on this proposal.\n\nOur Board recommends that you vote “FOR” the ratification of the appointment of KPMG\n\nas our independent registered public accounting firm for the year ending December 31,\n\n2026.\n\n77\n\nREPORT OF THE AUDIT COMMITTEE\n\nThis report of the Audit Committee is required by the SEC and, in accordance with the\n\nSEC’s rules, will not be deemed to be part of or incorporated by reference by any general\n\nstatement incorporating by reference this Proxy Statement into any filing under the Securities\n\nAct or under the Exchange Act, except to the extent that we specifically incorporate this\n\ninformation by reference, and will not otherwise be deemed “soliciting material” or “filed” under\n\neither the Securities Act or the Exchange Act.\n\nOur Audit Committee is composed entirely of independent directors who meet the\n\nindependence requirements under the NYSE and the SEC. Our Audit Committee assists our\n\nBoard in its oversight of our accounting practices, system of internal controls regarding finance,\n\naccounting and legal compliance, audit processes, and financial reporting processes. Our Audit\n\nCommittee is responsible for appointing and retaining our independent auditor and approving the\n\naudit, permitted non-audit and tax services to be provided by the independent auditor. Our Audit\n\nCommittee’s function is more fully described in its charter.\n\nOur Audit Committee has reviewed and discussed with our management and KPMG our\n\naudited consolidated financial statements for the year ended December 31, 2025. Our Audit\n\nCommittee has also discussed with KPMG the matters required to be discussed by the applicable\n\nrequirements of the Public Company Accounting Oversight Board (United States) (the\n\n“PCAOB”) and the SEC.\n\nOur Audit Committee has received and reviewed the written disclosures and the letter\n\nfrom KPMG required by applicable requirements of the PCAOB regarding the independent\n\naccountant’s communications with our Audit Committee concerning independence, and has\n\ndiscussed with KPMG its independence from us.\n\nBased on the review and discussions referred to above, our Audit Committee\n\nrecommended to our Board that the audited consolidated financial statements be included in our\n\nAnnual Report on Form 10-K, for filing with the SEC.\n\nSubmitted by the Audit Committee\n\nPaul Stahlin, Chair\n\nLisa Moore\n\nDavid Brown\n\n78\n\nSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT\n\nAND DIRECTORS\n\nThe following table lists the shares of our common stock that were beneficially owned as\n\nof April 20, 2026, or as of the date otherwise indicated below, and the percentage of our common\n\nstock beneficially owned, based on 94,800,071 shares outstanding on April 20, 2026, by each of:\n\n•Our directors and director nominees;\n\n•Our named executive officers;\n\n•Our directors, director nominees and executive officers as a group; and\n\n•Each person, or group of affiliated persons, known by us to own beneficially more\n\nthan 5% of our outstanding common stock.\n\nExcept as otherwise indicated, the persons or entities listed below have sole voting and\n\ninvestment power with respect to all shares of our common stock beneficially owned by them,\n\nexcept to the extent this power may be shared with a spouse.\n\n79\n\nName and Address of Beneficial Owner(1)\n\nNumber of Shares\n\n%\n\nNamed executive officers, directors and director\n\nnominees:\n\nThomas P. Gallagher(2) ...............................................\n\n3,776,321\n\n3.92%\n\nShelly Brown(3) ...........................................................\n\n968,029\n\n1.01%\n\nBarbara J. Comly(4) ....................................................\n\n1,747,512\n\n1.83%\n\nLance Emmons(5) ........................................................\n\n673,310\n\n*\n\nDouglas M. Schafer Jr.(6) ............................................\n\n1,398,681\n\n1.46%\n\nTalal Jassim Al-Bahar(7) .............................................\n\n3,650,950\n\n3.85%\n\nAbdulwahab Ahmad Al-Nakib(8) ...............................\n\n548,388\n\n*\n\nJohn Beckelman .........................................................\n\n8,667\n\n*\n\nLee Becker(9) ..............................................................\n\n—\n\n—\n\nDavid Brown(10) ..........................................................\n\n66,758\n\n*\n\nKurt M. Eckert(11) .......................................................\n\n323,137\n\n*\n\nKenneth W. Lozier(12) .................................................\n\n15,042\n\n*\n\nMark I. Massad(13) ......................................................\n\n65,225\n\n*\n\nLisa Moore(14) .............................................................\n\n16,029\n\n*\n\nMark F. Raymond(15) ..................................................\n\n146,263\n\n*\n\nCynthia Schwarzkopf(16) .............................................\n\n260,048\n\n*\n\nEric Sites(17) ................................................................\n\n33,728\n\n*\n\nJill E. Sommers(18) ......................................................\n\n19,807\n\n*\n\nPaul V. Stahlin(19) .......................................................\n\n133,812\n\n*\n\nJ. Gray Teekell(20) .......................................................\n\n501,696\n\n*\n\nAll Executive Officers, Directors and Director\n\nNominees as a Group (24 persons)(21) ....................\n\n15,803,532\n\n15.60%\n\n5% Stockholders:\n\nHorizon Kinetics Asset Management LLC(22) ............\n\n11,061,399\n\n11.67%\n\n*Indicates beneficial ownership of less than 1% of the total issued and outstanding shares\n\nof common stock.\n\n(1)Unless otherwise noted, the business address of each of the above is 7 Roszel Road, Suite\n\n1A, Princeton, New Jersey 08540.\n\n(2)Includes (i) 473,963 shares of common stock, (ii) 12,000 shares of common stock held by\n\nMr. Gallagher jointly with his spouse, (iii) 67,602 shares of common stock held by Mr.\n\nGallagher issuable upon the exercise of options to purchase common stock, (iv)\n\n1,723,275 shares of common stock held by Gallagher Investments and (v) 1,499,481\n\nshares of common stock issuable upon the exercise of options to purchase common stock\n\nheld by Gallagher Investments. Mr. Gallagher maintains beneficial ownership, including\n\ndispositive and voting control, over Gallagher Investments.\n\n80\n\n(3)Includes (i) 325,047 shares of common stock and (ii) 642,982 shares of common stock\n\nissuable upon the exercise of options to purchase common stock.\n\n(4)Includes (i) 843,844 shares of common stock and (ii) 903,668 shares of common stock\n\nissuable upon the exercise of options to purchase common stock.\n\n(5) Includes (i) 119,262 shares of common stock, (ii) 4 shares of common stock held by Mr.\n\nEmmons’ child and (iii) 554,044 shares of common stock issuable upon the exercise of\n\noptions to purchase common stock. Mr. Emmons disclaims beneficial ownership of the\n\nshares owned by his child.\n\n(6)Includes (i) 396,181 shares of common stock, (ii) 500 shares of common stock held\n\njointly with his spouse and (iii) 1,002,000 shares of common stock issuable upon the\n\nexercise of options to purchase common stock.\n\n(7)Includes (i) 33,654 shares of common stock and (ii) 3,617,296 shares of common stock\n\nheld by Arzan AM Limited, of which Mr. Al-Bahar serves as a director.  Mr. Al-Bahar\n\ndisclaims beneficial ownership of our securities held by Arzan AM Limited.\n\n(8)Includes (i) 60,606 shares of common stock held by Capitoria Investments Limited of\n\nwhich Mr. Al-Nakib is a director, (ii) 25,000 shares of common stock held by Capitoria\n\nVentures Ltd. of which Mr. Al-Nakib is a director, (iii) 88,542 shares of common stock\n\nheld by Honey Holding of which Mr. Al-Nakib is a director, (iv) 280,490 shares of\n\ncommon stock held by Noor Venture Group of which Mr. Al-Nakib is a director and (v)\n\n93,750 shares of common stock held by Univest Group of which Mr. Al-Nakib is a\n\ndirector. Mr. Al-Nakib disclaims beneficial ownership of our securities held by Capitoria\n\nInvestments Limited, Capitoria Ventures Ltd. and Honey Holding.\n\n(9)Mr. Becker’s address is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York,\n\nNew York 10017.\n\n(10)Includes 66,758 shares of common stock issuable upon the exercise of options to\n\npurchase shares of common stock.\n\n(11)Includes (i) 110,875 shares of common stock, (ii) 31,500 shares of common stock held\n\njointly by Mr. Eckert and his spouse and (iii) 180,762 shares of common stock issuable\n\nupon the exercise of options to purchase common stock.\n\n(12)Includes (i) 1,000 shares of common stock and (ii) 14,042 shares of common stock\n\nissuable upon the exercise of options to purchase shares of common stock.\n\n(13)Includes (i) 3,500 shares of common stock, (ii) 57,225 shares of common stock held by\n\nKTTN Partners, LLC, of which Mr. Massad is a partner and shares dispositive power, \n\n(iii) 2,500 shares held by his spouse and (iv) 2,000 shares held by Mr. Massad’s children.\n\nMr. Massad disclaims ownership of the shares owned by his spouse and children.\n\n81\n\n(14)Includes (i) 5,500 shares of common stock and (ii) 10,529 shares of common stock\n\nissuable upon the exercise of options to purchase common stock.\n\n(15)Includes (i) 24,632 shares of common stock, (ii) 19,195 shares of common stock held\n\njointly by Mr. Raymond and his spouse and (iii) 102,436 shares of common stock\n\nissuable upon the exercise of options to purchase common stock.\n\n(16)Includes (i) 81,308 shares of common stock and (ii) 178,740 shares of common stock\n\nissuable upon the exercise of options to purchase common stock.\n\n(17)Includes 33,728 shares of common stock issuable upon the exercise of options to\n\npurchase common stock.\n\n(18)Includes 19,807 shares of common stock issuable upon the exercise of options to\n\npurchase common stock.\n\n(19)Includes (i) 11,000 shares of common stock, (ii) 14,083 shares of common stock held\n\njointly by Mr. Stahlin and his spouse and (iii) 108,729 shares of common stock issuable\n\nupon the exercise of options to purchase common stock.\n\n(20)Includes (i) 59,338 shares of common stock held by Mr. Teekell directly, (ii) 130,211\n\nshares of common stock issuable upon the exercise of options to purchase common stock,\n\n(iii) 86,545 shares of common stock held in the estate of Byrum W. Teekell for which\n\nMr. J. Gray Teekell is executor and disclaims beneficial ownership as to 64,910 of such\n\nshares, (iv) 57,219 shares of common stock held by Teekell Oil & Gas, Inc. as to which\n\nMr. J. Gray Teekell is president and a stockholder and disclaims beneficial ownership as\n\nto 42,914 of such shares, (v) 149,744 shares of common stock held by Teekell\n\nInvestments, LP as to which Mr. J. Gray Teekell is a limited partner and successor trustee\n\nof the trust that serves as its general partner and disclaims beneficial ownership as to\n\n112,308 of such shares and (vi) 18,639 shares of common stock held by White Knight\n\nCommunications, LP in which Mr. J. Gray Teekell is a limited partner and successor\n\ntrustee of the trust that serves as its general partner and disclaims beneficial ownership as\n\nto 16,309 of such shares.\n\n(21)Includes (i) 9,289,933 shares of common stock and (ii) 6,513,599 shares of common\n\nstock issuable upon the exercise of options to purchase common stock.\n\n(22) Includes 11,061,399 shares of common stock held by funds and accounts managed by\n\nHorizon Kinetics Asset Management LLC (“HKAM”), a Delaware limited liability\n\ncompany and a wholly owned subsidiary of Horizon Kinetics Holding Corporation, a\n\nDelaware corporation, HKAM’s address is c/o Horizon Kinetics LLC, 470 Park Avenue,\n\n4th Floor, New York, New York 10016.\n\n82\n\nDelinquent Section 16(a) Reports\n\nSection 16(a) of the Exchange Act requires our directors, executive officers, and any\n\npersons who own more than 10% of our common stock, to file initial reports of ownership and\n\nreports of changes in ownership with the SEC. Such persons are required by SEC regulation to\n\nfurnish us with copies of all Section 16(a) forms that they file. Based solely on our review of the\n\ncopies of such forms furnished to us and written representations from the directors and executive\n\nofficers, we believe that all Section 16(a) filing requirements were timely met in the year ended\n\nDecember 31, 2025, except, due to administrative error, for one late Form 4 filing made on\n\nbehalf of Murray Stahl, a former director, dated September 30, 2025, to include HKAM as an\n\nadditional reporting person.\n\n83\n\nCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS\n\nThe following is a summary of transactions we have entered into since January 1, 2025,\n\nand any currently proposed transactions, to which we were or are expected to be a participant in\n\nwhich (i) the amount involved exceeded or will exceed $120,000 and (ii) any of our executive\n\nofficers, directors, or holders of more than 5% of any class of our voting securities (current and\n\nformer), or any affiliate or member of the immediate family of any of the foregoing persons, had\n\nor will have a direct or indirect material interest, other than the compensation and other\n\narrangements we describe under “Compensation Discussion and Analysis.”\n\nTransactions with Greater than 5% Holders (Current and Former) and Related Parties\n\nTrading Activity with Exchange Members\n\nCertain beneficial owners and former beneficial owners of more than 5% of our common\n\nstock during the period since January 1, 2025 are or have been our customers, including Citadel\n\nSecurities Principal Investments LLC (“Citadel Securities”), Susquehanna Securities, LLC and\n\nWolverine Holdings, LP (“Wolverine”).\n\nWe receive revenues and incur cost of revenues related to trading and membership\n\nactivity on our markets by these parties. These fees are assessed pursuant to our published fee\n\nschedules. In addition, we pass along Section 31 fees, which are calculated based on a rate set by\n\nthe SEC, to customers and recognize an equivalent amount as revenue.\n\nThe aggregate revenues and cost of revenues that we received from these parties, each\n\nexcluding pass-through Section 31 fees, are summarized in the tables below. Such fees and\n\npayments have at all times been on terms no more favorable than those to other customers.\n\nYear Ended December 31,\n\n2025\n\n(dollars in thousands)\n\nTransaction and clearing fees ...................................................\n\n$476,856\n\nAs a percentage of transaction and clearing fees ...................\n\n41.3%\n\nAccess fees ...............................................................................\n\n$45,935\n\nAs a percentage of access fees ...............................................\n\n43.3%\n\nMarket data fees .......................................................................\n\n$2,252\n\nAs a percentage of market data fees ......................................\n\n5.4%\n\nOther revenue ...........................................................................\n\n$—\n\nAs a percentage of other revenue ...........................................\n\n—%\n\nTotal revenues ..........................................................................\n\n$525,043\n\nAs a percentage of total revenues ..........................................\n\n39.5%\n\n84\n\nYear Ended December 31,\n\n2025\n\n(dollars in thousands)\n\nLiquidity payments ..................................................................\n\n$522,348\n\nAs a percentage of liquidity payments ..................................\n\n62.3%\n\nBrokerage, clearing, and exchange fees ..................................\n\n$4,501\n\nAs a percentage of brokerage, clearing, and exchange fees ..\n\n8.1%\n\nTotal cost of revenues ..............................................................\n\n$526,849\n\nAs a percentage of total cost of revenues ..............................\n\n58.6%\n\nERP IV Warrant Exercises\n\nDuring April 2025, the following stockholders, who were at the time of exercise greater\n\nthan 5% stockholders, exercised warrants acquired and vested under our Equity Rights Offering\n\nIV (“ERP IV”) Program to purchase shares of our common stock for the aggregate exercise\n\nprices described in the table below.\n\nName\n\nNumber of shares of\n\ncommon stock\n\nissued upon exercise\n\nof warrants\n\nAggregate Exercise Price\n\nCitadel Securities ...................................\n\n560,985\n\n$1,852,685\n\nWolverine ...............................................\n\n437,525\n\n70,979 shares of common stock\n\nsurrendered pursuant to cashless\n\nexercise\n\nTransactions with Citadel Securities\n\nEffective as of June 30, 2025, we entered into an exchange agreement with Citadel\n\nSecurities, a former 5% holder, pursuant to which (i) in June 2025, Citadel Securities surrendered\n\nand we canceled and retired 5,887,286 shares of our common stock and 331,218 shares of our\n\nnon-voting common stock in exchange for a pre-funded warrant to purchase up to 6,218,504\n\nshares of our common stock, which has a perpetual term, an exercise price equal to $0.002 per\n\nshare and a cashless exercise feature and (ii) in August 2025, Citadel Securities surrendered and\n\nwe canceled and retired 575,071 shares of our common stock in exchange for a pre-funded\n\nwarrant to purchase up to 575,071 shares of our common stock, which has a perpetual term, an\n\nexercise price equal to $0.002 per share and a cashless exercise feature.\n\nLoan Transaction with Warburg Pincus and its Affiliates\n\nOn August 21, 2024, we entered into a five-year loan agreement (the “2029 Senior\n\nSecured Term Loan”) with a former 5% holder which was one or more affiliates of Warburg\n\nPincus (the “Warburg Affiliates”) for an aggregate principal amount of $100 million at a stated\n\ninterest rate of 12.90% per annum payable quarterly. We received net proceeds of $95 million\n\nafter deducting upfront fees. Prior to the second anniversary of the loan, the lenders, at their sole\n\n85\n\ndiscretion, could make additional term loans to the Company in an aggregate amount of up to\n\n$100 million. The 2029 Senior Secured Term Loan was due to mature on August 21, 2029. As\n\npartial consideration for making the 2029 Senior Secured Term Loan, we issued to the Warburg\n\nAffiliates warrants to purchase up to 2,277,338 and 1,518,226 shares of our common stock with\n\nan exercise price equal to $7.15 and $8.55 per share, respectively, with an expiration date of\n\nAugust 21, 2032.\n\nIn June 2025, the Warburg Affiliates and we entered into Amendment No. 1 to the 2029\n\nSenior Secured Loan Agreement pursuant to which the Warburg Affiliates made an incremental\n\nterm loan to us in the aggregate principal amount of $40,000,000 (the “Incremental Term Loan”)\n\non substantially the same terms as the 2029 Senior Secured Term Loan. The Incremental Term\n\nLoan had an interest at a rate of 12.90% per annum, was payable in cash and matured in August\n\n2029. On August 18, 2025, we repaid all outstanding indebtedness ($140,000,000), plus accrued\n\nand unpaid interest ($2,458,167), related premium and fees ($35,982,333) under the 2029 Senior\n\nSecured Term Loan and the Incremental Term Loan.\n\nTransactions with Murray Stahl (former director) and Related Parties\n\nMurray Stahl, a greater than 5% stockholder during 2025 and one of our former directors,\n\nwas the Chief Executive Officer of FRMO Corp., Chairman and Chief Executive Officer of\n\nHorizon Kinetics and Chairman, Chief Executive Officer and Chief Investment Officer of\n\nHKAM during 2025. HKAM is the investment manager, with contractual voting and dispositive\n\npower, over the following funds: South LaSalle Partners, LP; FRMO Corp.; The Internet\n\nPortfolio; Market Opportunities Portfolio; Polestar Fund, LP; RENN Fund, Inc.; Polestar\n\nOffshore Fund, Ltd., Horizon Kinetics Equity Opportunities Fund — Class M, Horizon Kinetics\n\nEquity Opportunities Fund — Class ME and Global Exchange LP. Mr. Stahl disclaimed\n\nbeneficial ownership of our securities held by such funds except to the extent of his actual\n\npecuniary interest therein.\n\nIn August 2025, one or more funds and/or accounts that are managed by HKAM and of\n\nwhich Mr. Stahl may have been deemed the beneficial owner purchased an aggregate of 850,000\n\nshares of our common stock in the IPO at a purchase price of $23.00 per share for an aggregate\n\npurchase price of $19,550,000.\n\nIn March 2026, certain funds and/or accounts managed by HKAM and of which Mr.\n\nStahl may have been deemed the beneficial owner exercised warrants to purchase an aggregate\n\nof 278,867 shares of our common stock for a total exercise price of $5,373,018 on a cashless\n\nbasis, pursuant to which such holders surrendered an aggregate of 131,308 shares of common\n\nstock, resulting in a net issuance to such holders of an aggregate of 147,559 shares of common\n\nstock.\n\n86\n\nTransactions with Directors (Current and Former) and Related Parties\n\nTransactions with Paul Kotos (former director) and Related Parties\n\nIn August 2016, we entered into an Amended and Restated Consulting Agreement (the\n\n“CI Agreement”) with Capital Investing, LLC (“CI”). Paul Kotos, one of our former directors, is\n\nthe sole member and Manager of CI. Pursuant to the CI Agreement, during the year ended\n\nDecember 31, 2025, we paid advisory fees to CI totaling $540,000 in addition to the\n\ncompensation described below.\n\nIn March 2025, the CI Agreement was further amended (the “March 2025 Amendment”)\n\nto provide for additional corporate strategy consulting services. Pursuant to the March 2025\n\nAmendment, we paid additional fees to CI in the amount of $250,000.\n\nFor information regarding warrant exercises by Mr. Kotos and his related parties see\n\n“Exercises of Warrants by Directors and Related Parties” below.\n\nTransactions with John Beckelman and Related Parties\n\nJohn Beckelman, one of our directors, is a Managing Director and Vice Chairman of\n\nFixed Income Capital Markets of Piper Sandler & Co. (“PSC”). In August 2024, we entered into\n\nan independent financial advisory services agreement with PSC in connection with the 2029\n\nSenior Secured Term Loan. As consideration for the financial advisory services provided by\n\nPSC, we paid fees to PSC in the amount of $1,750,000 in June 2025 at the closing of the\n\nIncremental Term Loan.\n\nIn August 2025, we entered into an underwriting agreement with several underwriters,\n\nincluding PSC, in connection with the IPO. As consideration for the underwriting services\n\nprovided by PSC, we paid fees to PSC in the amount of $7,637,438 at the closing of the IPO in\n\nAugust 2025.\n\nTransactions with Mark Massad and Related Parties\n\nIn February 2025, we entered into an advisory services agreement with OneDigital\n\nInvestment Advisors LLC (“OneDigital”) pursuant to which OneDigital agreed to provide certain\n\naccounting-related advisory services with respect to the acquisition of TISEG. As consideration\n\nfor the advisory services to be provided by OneDigital, we paid fees to OneDigital in the amount\n\nof $300,000. Mark Massad, one of our directors, is the Senior Managing Director Corporate\n\nAdvisory and Tax Services of OneDigital Private Client, a OneDigital company. Mr. Massad did\n\nnot receive any of the fees paid to OneDigital.\n\nTransactions with Jack Mondel (former director) and Related Parties\n\nIn August 2025, Glenwood Advisors, LLC (“Glenwood Advisors”) surrendered 31,713\n\nshares of our common stock to us for purposes of paying $1,075,071 in withholding tax\n\nobligations for a non-plan restricted stock award that vested in August 2025. Mr. Mondel, a\n\n87\n\nformer director and current employee, is the sole member and beneficiary of Glenwood\n\nAdvisors.\n\nExercises of Warrants by Directors and Related Parties\n\nThe following table sets forth shares of common stock purchased by our current and\n\nformer directors or their immediate family members or related entities upon exercise of\n\noutstanding warrants since January 1, 2025.\n\nName\n\nNumber of Shares of\n\nNonvoting Common\n\nStock Purchased\n\nAggregate Purchase Price\n\nCapital Investing, LLC (1) .........\n\n16,149\n\n15,101 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n17,827\n\n13,423 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n28,523\n\n21,477 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n72,290\n\n87,909 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n45,497\n\n54,503 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n46,962\n\n53,038 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n46,188\n\n53,812 shares surrendered pursuant to\n\ncashless exercise\n\nCapital Investing, LLC (1) .........\n\n11,547\n\n13,453 shares surrendered pursuant to\n\ncashless exercise\n\nDenise Kotos(2) .........................\n\n73,133\n\n76,867 shares surrendered pursuant to\n\ncashless exercise\n\n(1)Capital Investing, LLC is an entity of which Paul Kotos, a former director of the\n\nCompany, is the sole member and manager.\n\n(2)Denise Kotos is the spouse of Paul Kotos, a former director of the Company.\n\nDirected Share Program\n\nAt our request, the IPO underwriters sold 750,000 shares of our common stock, or five\n\npercent (5%) of the shares offered in our IPO at the public offering price of $23.00 per share\n\nthrough a directed share program (the “Directed Share Program”) to our certain of our directors,\n\nofficers and employees, and certain individuals associated with us and our stockholders,\n\nincluding (i) Albert M. Barro, one of our former directors, who purchased 13,000 shares of our\n\ncommon stock for a total purchase price of $299,000, (ii) Barry J. Belmont, one of our former\n\ndirectors, who purchased 50,000 shares of our common stock for a total purchase price of\n\n88\n\n$1,150,000, (iii) Lisa Moore, one of our directors, who purchased 5,500 shares of our common\n\nstock for a total purchase price of $126,500 and (iv) Thomas P. Gallagher, our Chairman and\n\nChief Executive Officer, and his spouse who jointly purchased 14,000 shares of our common\n\nstock for a total purchase price of $322,000. The Directed Share Program was arranged through\n\none of the representatives of the underwriters in the IPO.\n\nEmployment Arrangements with Immediate Family Members of Our Executive Officers\n\nand Directors\n\nDominique Prunetti-Miller, our Vice President, Human Resources and Corporate\n\nRelations, is the child of Robert D. Prunetti, one of our former directors. During the year ended\n\nDecember 31, 2025, this individual had total cash compensation, including base salary, bonus\n\nand other compensation, of approximately $350,000. During the year ended December 31, 2025,\n\nthis individual was granted 7,500 options to purchase our common stock, which vest subject to\n\ncertain vesting conditions.\n\nTia Toms, our Vice President, Administration, may be deemed to be a related party of\n\nJack G. Mondel, one of our former directors and a current employee. During the year ended\n\nDecember 31, 2025, this individual had total cash compensation, including base salary, bonus\n\nand other compensation, of approximately $516,250. During the year ended December 31, 2025,\n\nthis individual was granted 10,000 options to purchase our common stock, which vest subject to\n\ncertain vesting conditions. During August 2025, this individual surrendered 9,838 shares of our\n\ncommon stock to us for purposes of paying $226,274 in withholding tax obligations for a non-\n\nplan restricted stock award that vested in August 2025.\n\nThe compensation levels of the individuals described above are consistent with those of\n\nour other employees with similar years of experience and positions within the Company who are\n\nnot related to our executive officers and directors. The individuals described above also\n\nparticipate in our benefit plans and are eligible for equity awards on the same general terms and\n\nconditions as applicable to all other employees in similar positions who are not related to our\n\nexecutive officers and directors.\n\nLimitation of Directors’ and Officers’ Liability and Indemnification\n\nAs permitted by Section 102(b)(7) of the Delaware General Corporation Law (the\n\n“DGCL”), our Amended and Restated Certificate of Incorporation includes a provision that\n\neliminates the personal liability of our directors for monetary damages for any breach of their\n\nfiduciary duties as directors, to the fullest extent permitted by the DGCL.\n\nWe have directors’ and officers’ liability insurance to cover liabilities our directors and\n\nexecutive officers may incur in connection with their services to us. Our Amended and Restated\n\nCertificate of Incorporation and Amended and Restated By-Laws require us to indemnify\n\nmembers of our Board and of our Committees, as well as our executive officers, and may\n\nindemnify other officers, agents and employees, and any persons serving another corporation,\n\npartnership, joint venture, trust or other enterprise at our request, in each case to the maximum\n\nextent permitted by the DGCL; provided, however, that we may limit the extent of such\n\n89\n\nindemnification by individual contracts with our directors and executive officers; and provided,\n\nfurther, that we will not be required to indemnify any person in connection with any proceeding\n\n(or part thereof) initiated by such person or any proceeding by such person against us or our\n\ndirectors, officers, employees or other agents unless (i) such indemnification is expressly\n\nrequired to be made by law, (ii) the proceeding was authorized by our Board, or (iii) such\n\nindemnification is provided by us, in our sole discretion, to the extent permitted by the DGCL.\n\nOur Amended and Restated By-Laws also require us to advance to any person who was\n\nor is a party or is threatened to be made a party to any threatened, pending or completed action,\n\nsuit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact\n\nthat such person is or was a director or executive officer or is or was serving as a director or\n\nexecutive officer of another corporation, partnership, joint venture, trust or other enterprise at our\n\nrequest, prior to the final disposition of the proceeding, promptly following such person’s\n\nrequest, all expenses incurred by such person in connection with such proceeding upon receipt of\n\nan undertaking by or on behalf of such person to repay any amounts advanced by us if it is\n\nultimately determined that such person is not entitled to be indemnified; provided, however, that\n\nwe will not be required to advance any expenses to any person who our Board determines has\n\nacted in bad faith or in a manner that such person did not believe to be in or not opposed to the\n\nbest interests of our Company.\n\nWe have entered into indemnification agreements with each of our directors and\n\nexecutive officers. These agreements provide that we will, among other things, indemnify and\n\nadvance expenses to our directors and executive officers for certain expenses, including\n\nattorneys’ fees, judgments, fines and settlement amounts incurred by any such person in any\n\naction or proceeding, including any action by us arising out of such person’s services as our\n\ndirector or officer, or any other company or enterprise to which the person provides services at\n\nour request. We believe that these provisions and agreements are necessary to attract and retain\n\nqualified persons as directors and executive officers.\n\nSuch limitation of liability and indemnification does not affect the availability of\n\nequitable remedies. In addition, we have been advised that in the opinion of the SEC,\n\nindemnification for liabilities arising under the Securities Act is against public policy as\n\nexpressed in the Securities Act and is therefore unenforceable.\n\nRelated Person Transaction Policy\n\nOur Board adopted a written related person transaction policy, setting forth the policies\n\nand procedures for the review and approval or ratification of related person transactions. This\n\npolicy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the\n\nSecurities Act, any transaction, arrangement, or relationship, or any series of similar transactions,\n\narrangements, or relationships, in which we were or are to be a participant, where the amount\n\ninvolved exceeds $120,000 in any fiscal year and a related person had, has, or will have a direct\n\nor indirect material interest, including without limitation, purchases of goods or services by or\n\nfrom the related person or entities in which the related person has a material interest,\n\nindebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing\n\nand approving any such transactions, our Audit Committee has the primary responsibility for\n\n90\n\nconsidering all relevant facts and circumstances, including, but not limited to, whether the\n\ntransaction is on terms comparable to those that could be obtained in an arm’s length transaction\n\nand the extent of the related person’s interest in the transaction.\n\n91\n\nADDITIONAL INFORMATION\n\nAdditional Information\n\nWe are subject to the informational requirements of the Exchange Act and in accordance\n\ntherewith, we file annual, quarterly and current reports and other information with the SEC. Such\n\ninformation may be accessed electronically by means of the SEC’s home page on the internet at\n\nwww.sec.gov. We are an electronic filer, and the SEC maintains an internet site at www.sec.gov\n\nthat contains the reports and other information we file electronically. These filings are also\n\navailable on our website at www.ir.miaxglobal.com. Please note that our website address is\n\nprovided as an inactive textual reference only. We make available free of charge, through our\n\nwebsite, our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports\n\non Form 8-K, and all amendments to those reports as soon as reasonably practicable after such\n\nmaterial is electronically filed with or furnished to the SEC. The information provided on or\n\naccessible through our website is not part of this Proxy Statement.\n\nAnnual Report on Form 10-K\n\nCopies of our Annual Report on Form 10-K for the year ended December 31, 2025\n\n(including our audited consolidated financial statements) filed with the SEC may be obtained\n\nwithout charge by writing to Miami International Holdings, Inc., Attn: Corporate Secretary, 7\n\nRoszel Road, Suite 1A, Princeton, New Jersey, 08540. Exhibits, if any, to the Annual Report on\n\nForm 10-K will be mailed upon similar request and payment of specified fees to cover the costs\n\nof copying and mailing such materials. Our Annual Report on Form 10-K, including the financial\n\nstatements, and this Proxy Statement are also available on our Investor Relations website at\n\nir.miaxglobal.com, by clicking \"Financials\" and \"SEC Filings\". A physical copy of our Annual\n\nReport on Form 10-K, including the financial statements, and Proxy Statement are available\n\nwithout charge upon request to Broadridge by contacting them via (1) www.proxyvote.com or\n\n(2) phone at 1-800-690-6903.\n\nOur audited consolidated financial statements for the fiscal year ended December 31,\n\n2025 and certain other related financial and business information are contained in our Annual\n\nReport on Form 10-K, which is being made available to our stockholders along with this Proxy\n\nStatement, but which is not deemed a part of the proxy soliciting material.\n\nHouseholding of Annual Meeting Materials\n\nSome banks, brokers and other nominee record holders may be participating in the\n\npractice of “householding” proxy statements. This means that only one copy of this proxy\n\nstatement and Annual Report on Form 10-K may have been sent to multiple stockholders in the\n\nsame household. We will promptly deliver a separate copy of this Proxy Statement to any\n\nstockholder upon written or oral request to: Miami International Holdings, Inc., Attn: Corporate\n\nSecretary, 7 Roszel Road, Suite 1A, Princeton, New Jersey, 08540, or at (609) 897-7300. Any\n\nstockholder who wants to receive a separate copy of this Proxy Statement or Annual Report on\n\nForm 10-K, or of our proxy statements or annual reports in the future, or any stockholder who is\n\nreceiving multiple copies and would like to receive only one copy per household, should contact\n\n92\n\nthe stockholder’s bank, broker, or other nominee record holder, or the stockholder may contact\n\nus at the address and phone number above.\n\n93\n\nSubmitting Proxy Proposals and Director Nominations for the 2027 Annual Meeting\n\nProposals to be Considered for Inclusion in the Company’s 2027 Proxy Materials\n\nIn order for a stockholder proposal to be eligible to be included in the our proxy\n\nstatement and proxy card for the 2027 Annual Meeting, the proposal must (1) be received by us\n\nat our principal executive offices, Miami International Holdings, Inc., Attn: Corporate Secretary,\n\n7 Roszel Road, Suite 1A, Princeton, New Jersey, 08540, no later than December 28, 2026, and\n\n(2) concern a matter that may be properly considered and acted upon at the annual meeting in\n\naccordance with applicable laws, regulations and our Amended and Restated By-Laws and\n\npolicies, and must otherwise comply with Rule 14a-8 of the Exchange Act. Failure to deliver a\n\nproposal in accordance with this procedure may result in it not being deemed timely received.\n\nDirector Nominations and Other Business to be Brought Before the 2027 Annual Meeting\n\nThe Nominating and Corporate Governance Committee will consider the director\n\nnominees recommended by our stockholders pursuant to the procedures set forth in our Amended\n\nand Restated By-Laws. Notice of any director nomination or the proposal of other business that\n\nstockholders intend to present at the 2027 Annual Meeting, but do not intend to have included in\n\nour proxy statement and form of proxy relating to the 2027 Annual Meeting, must be received by\n\nus at our principal executive offices, Miami International Holdings, Inc., Attn: Corporate\n\nSecretary, 7 Roszel Road, Suite 1A, Princeton, New Jersey, 08540, not earlier than the close of\n\nbusiness on February 16, 2027 and not later than the close of business on March 18, 2027. In the\n\nevent that the date of the 2027 Annual Meeting is more than 30 days before or more than 70 days\n\nafter the anniversary date of the 2026 Annual Meeting, the notice must be delivered to us not\n\nearlier than the close of business on the one hundred twentieth (120th) day prior to such annual\n\nmeeting and not later than  the close of business on the later of the ninetieth (90th) day prior to\n\nsuch annual meeting or the tenth day following the day on which public announcement of the\n\ndate of such annual meeting is first made by us. In addition, a stockholder’s notice must include\n\nthe information required by our Amended and Restated By-Laws with respect to each director\n\nnomination or proposal of other business that such stockholder intends to present at the 2027\n\nAnnual Meeting.\n\nIn addition to satisfying the foregoing requirements pursuant to our Amended and\n\nRestated By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit\n\nproxies in support of director nominees other than our nominees must provide notice that sets\n\nforth the information required by Rule 14a-19 under the Exchange Act by April 19, 2027.\n\n*  *  *\n\n94\n\nAPPENDIX - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP\n\nMEASURES\n\nIn addition to results presented in accordance with GAAP, we disclose certain non-GAAP\n\nfinancial measures in this Proxy Statement. These financial measures are not prepared in\n\naccordance with, or as a substitute for, GAAP financial measures and may differ from similarly\n\ntitled measures used by other companies. The non-GAAP measures provided in this Proxy\n\nStatement are adjusted EBITDA and adjusted earnings. These non-GAAP measures are used by\n\nmanagement to evaluate operating performance and support compensation decisions by\n\nexcluding items that may not reflect our underlying business performance. We believe that\n\npresenting these measures provides investors with useful information as to how management\n\nassesses performance and aligns executive compensation with Company results.\n\nReconciliations of the non-GAAP measures to the most directly comparable GAAP\n\nmeasures are provided below. \n\n(in thousands)\n\nYear Ended\n\nDecember 31,\n\n2025\n\nReconciliation of Net Loss Allocated to Common Stockholders to Adjusted EBITDA\n\nNet loss allocated to common stockholders\n\n$(70,029)\n\nInterest expense and amortization of debt issuance costs\n\n12,886\n\nInterest income\n\n(9,414)\n\nIncome tax expense\n\n1,450\n\nDepreciation and amortization\n\n29,379\n\nEBITDA\n\n(35,728)\n\nShare-based compensation\n\n57,566\n\nInvestment gain\n\n(10,374)\n\nLitigation costs\n\n4,428\n\nImpairment charges\n\n2,717\n\nAcquisition-related costs\n\n2,901\n\nChange in fair value of puttable warrants issued with debt\n\n1,172\n\nChange in fair value of puttable common stock\n\n2,229\n\nLoss on sale of intangible asset\n\n2,054\n\nUnrealized loss on derivative assets\n\n54,915\n\nOne-time IPO payments\n\n8,048\n\nWarrant modifications\n\n1,516\n\nLoss on extinguishment of debt\n\n107,656\n\nAdjusted EBITDA\n\n$199,100\n\n95\n\n(in thousands)\n\nYear Ended\n\nDecember 31,\n\n2025\n\nReconciliation of Net Loss Allocated to Common Stockholders to Adjusted Earnings\n\nNet loss allocated to common stockholders\n\n$(70,029)\n\nNon-GAAP adjustments\n\nShare-based compensation\n\n57,566\n\nInvestment gain\n\n(10,374)\n\nLitigation costs\n\n4,428\n\nImpairment charge\n\n2,717\n\nAcquisition-related costs\n\n2,901\n\nChange in fair value of puttable warrants issued with debt\n\n1,172\n\nChange in fair value of puttable common stock\n\n2,229\n\nLoss on sale of intangible asset\n\n2,054\n\nUnrealized loss on derivative assets\n\n54,915\n\nLoss on extinguishment of debt\n\n107,656\n\nWarrant modifications\n\n1,516\n\nOne-time IPO payments\n\n8,048\n\nAdjusted earnings\n\n$164,799\n\n1\n\n2"}