BUSINESS COMBINATIONS AND DISPOSITIONS

6 Months Ended

Jun. 30, 2026

Business Combination [Abstract]

BUSINESS COMBINATIONS AND DISPOSITIONS

BUSINESS COMBINATIONS AND DISPOSITIONS

TISE Acquisition

On June 5, 2025, the Company through one of its wholly-owned subsidiaries completed its acquisition of TISEG, an entity that provides financial markets and securities services to public and private companies through operation of an investment exchange known as TISE. TISE is regulated by the GFSC and headquartered in Guernsey. The acquisition of TISE provides the Company access to the European and UK markets, as well as access to another vertically integrated market ecosystem.

Prior to the TISE Acquisition, the Company, through one of its wholly-owned subsidiaries owned 29.46% of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value of $25.5 million based on the purchase price. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was £51.5 million ($69.7 million).

The acquisition was accounted for as a business combination. Assets acquired totaled approximately $116.1 million, including $18.0 million of goodwill and $76.0 million of intangible assets. The goodwill generated in the acquisition is not tax deductible. Total liabilities assumed amounted to approximately $20.9 million.

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

Disposition of MIAXdx

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

The total assets of $41.0 million and total liabilities of $2.8 million of MIAXdx were segregated and presented separately as assets held for sale and liabilities held for sale, respectively, in the condensed consolidated balance sheet as of December 31, 2025. The assets held for sale were recorded at their carrying value as it was lower than the estimated fair value less cost to sell.

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