DEBT OBLIGATIONS

6 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

DEBT OBLIGATIONS

DEBT OBLIGATIONS

The carrying value of the Company’s outstanding debt consisted of the following (in thousands, except for interest rate):

	Interest Rate	June 30, 2026		December 31, 2025
Notes payable	8.0%	$	1,519	$	1,519
Total		1,519		1,519
Unamortized debt discount and issue cost		(5)		(11)
Total debt, including current obligations		1,514		1,508
Current portion of long-term debt		(1,514)		(1,508)
Total long-term debt		$	—	$	—

2029 Senior Secured Term Loan

In August 2024, the Company entered into a $100 million senior secured term loan (the “2029 Senior Secured Term Loan”), which bore interest at 12.90% per annum and was scheduled to mature in August 2029. In June 2025, the Company entered into an amendment to obtain an additional $40 million incremental term loan on substantially similar terms.

In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with exercise prices equal to $7.15 and $8.55 per share, respectively. The warrants had an associated put right in which the lenders had the right to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right terminated upon the completion of the Company’s IPO in August 2025.

Prior to the IPO, the puttable warrants were classified as a liability and remeasured at fair value each reporting period, with any change in the fair value recognized as a component of non-operating income (expense) in the condensed consolidated statements of operations. Upon completion of the IPO, the puttable warrant liability was reclassified to equity.

On August 18, 2025, the Company used proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan, including the incremental term loan, for total consideration of $178.4 million, which included accrued interest and a prepayment premium. The Company recorded a loss on debt extinguishment of $107.7 million during the year ended December 31, 2025.

In December 2025, in connection with a secondary offering completed by the Company, the lenders exercised an aggregate of 3,690,079 warrants on a cashless basis, resulting in the issuance of 3,065,826 shares of the Company’s common stock. During the first quarter of 2026, the lenders exercised the remaining outstanding warrants.

The Company recognized $4.6 million and $8.8 million of interest expense related to the 2029 Senior Secured Term Loan during the three and six months ended June 30, 2025, respectively, including $1.2 million and $2.1 million related to the accretion of the debt discounts and deferred financing costs, respectively.

Convertible loans

During the year ended December 31, 2020, the Company issued a 9.5% convertible loan for $5.0 million to an existing stockholder due five years from the date of issuance. Interest was payable quarterly and the loan was convertible into the Company’s common stock at the option of the holder at a price of $16.00 per share. In December 2025, the lender converted the entire $5.0 million of outstanding principal into 312,500 shares of common stock at a conversion price of $16.00 per share. The total accrued and unpaid interest was $0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. The Company recognized interest expense amounting to $0.2 million and $0.4 million related to the convertible loans for the three and six months ended June 30, 2025, respectively.

Notes Payable

In December 2023, the Company issued a $1.5 million promissory note at an interest rate of 8% to an existing stockholder due three years from the date of issuance. Interest is payable on a semi-annual basis in cash or shares of the

Company’s common stock at the price of $20.50 per share at the option of the holder. The Company issued 7,408 warrants to purchase common stock at an exercise price of $20.50 per share to the lender. The fair value of the warrants issued was immaterial, which was recorded as debt discount and is being amortized over the term of the loan. Interest expense and the amortization of debt discount was immaterial both the three and six months ended June 30, 2026 and 2025.

The future expected loan repayment related to the senior secured term loan, notes payable and convertible loans as of June 30, 2026 are as follows (in thousands):

Remainder of 2026	$	1,519
2027 and thereafter	—
	1,519
Less: Unamortized debt discount and debt issuance costs	(5)
Total	$	1,514

Interest expense recognized on the senior secured term loans, convertible loans and notes payable, included in interest expense and amortization of debt issuance cost in the condensed consolidated statements of operations, for the six months ended June 30, 2026 and 2025 is as follows (in thousands):

	Three months ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Component of interest expense:
Contractual interest	$	30	$	3,698	$	61	$	7,100
Amortization of debt discount and issuance cost	2		1,189		5		2,201
Interest expense	$	32	$	4,887	$	66	$	9,301

Lines of Credit

As of June 30, 2026, MIAX Futures maintains a secured line of credit with a bank for $40 million which will expire on July 27, 2027. The secured line of credit carries an interest at the bank’s prime rate of 6.75% as of both June 30, 2026 and December 31, 2025, and an annual commitment fee of 0.25% through July 2026. At June 30, 2026 and December 31, 2025, there were no amounts outstanding on the secured line of credit. As of December 31, 2025, MIAX Futures maintained two unsecured revolving lines of credit with a bank, one for $6.0 million and another for $4.0 million. These unsecured revolving lines of credit were terminated in the second quarter of 2026.

No interest expense was incurred related to the above lines of credit for the six months ended June 30, 2026 and 2025. MIAX Futures is required to maintain certain financial minimums and restrictions. MIAX Futures complied with all such covenants as of June 30, 2026.

As of June 30, 2026, Dorman Trading maintained an unsecured revolving line of credit for $10.0 million at an interest rate equal to the bank’s prime rate. If the loans are not repaid when due, the interest rate would be determined by adding 3.0% to the prime rate. There was no amount outstanding as of June 30, 2026 and December 31, 2025 and Dorman Trading did not incur any interest expense during the six months ended June 30, 2026 and 2025.