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EQUITY
 9 Months Ended
Sep. 30, 2026
Equity [Abstract]  
EQUITY EQUITY
Common Stock
At September 30, 2026 and December 31, 2025, the Company was authorized to issue up to 400,000,000 shares of voting common stock, $0.001 par value per share and 200,000,000 shares of nonvoting common stock, $0.001 par value per share. As of September 30, 2026, 100,758,991 and 99,945,378 shares of common stock were issued and outstanding, respectively. As of December 31, 2025, 85,890,086 and 85,536,287 shares of common stock were issued and outstanding, respectively. There were no issued or outstanding shares of nonvoting common stock as of September 30, 2026 and December 31, 2025.
The Company’s amended and restated certificate of incorporation contains certain voting and ownership limitations and transfer restrictions that will remain in place for as long as the Company controls a registered U.S. national securities exchange. Specifically, the Company’s amended and restated certificate of incorporation prohibits (i) any person from owning greater than 40% of any class of the Company’s capital stock, (ii) exchange members from owning greater than 20% of any class of the Company’s capital stock and (iii) all persons from voting shares representing more than 20% of the voting power of the Company’s then issued and outstanding capital stock either alone or together with any related persons, in each case subject to certain conditions and exceptions, including the waiver by the board of directors (except with respect to exchange members). Subject to the foregoing limitations, holders of common stock are entitled to one vote per share.
In August 2025, the Company completed its IPO, in which the Company issued and sold 17,250,000 shares of its voting common stock, including 2,250,000 shares issued upon the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $23.00 per share. The IPO resulted in net proceeds to the Company of $369.0 million after deducting the underwriting discounts and commissions and before deducting offering costs of $9.6 million, which were charged to additional paid-in capital as a reduction of the net proceeds received from the IPO. Immediately prior to the completion of the Company’s IPO, all of the then issued and outstanding shares of the Company’s nonvoting common stock and Series B convertible preferred stock were converted into an aggregate of 3,706,117 and 946,959 shares, respectively, of the Company’s voting common stock on a one-for-one basis.
As of September 30, 2026 and December 31, 2025, 20,862,889 and 36,256,212 shares of common stock, respectively, were reserved for issuance in connection with warrants, convertible accrued interest and share-based incentive plans.
Preferred Stock
The Company is authorized to issue up to 25,000,000 shares of preferred stock $0.001 par value per share in one or more series, as may be designated by the board of directors. There were no issued or outstanding shares of preferred stock as of September 30, 2026 and December 31, 2025.
During the nine months ended September 30, 2025, prior to the IPO, the Company received proceeds of $0.8 million through the exercise of 66,666 options to purchase shares of Series B convertible preferred stock and issued 98,434 shares of Series B convertible preferred stock pursuant to cashless exercises of 207,500 options to purchase shares of Series B convertible preferred stock.
In 2010, all outstanding Series A preferred shares were converted into common stock. As part of this conversion, the holders converting Series A preferred shares received contingent promissory notes totaling $15.0 million, which remain outstanding as of September 30, 2026. These contingent promissory notes are only payable, without interest, upon a deemed liquidation event which includes a merger or sale of the Company, therefore expense will only be recognized at such time.
Treasury Stock
The Company has generally withheld shares of its common stock to cover employees’ portion of required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the fair value of the common stock on the date of issuance or vesting and reflected as a reduction to the Company’s stockholders’ equity and included in common stock in treasury, at cost in the condensed consolidated balance sheets. The weighted average cost per share held in treasury was $33.47 and $23.27 as of September 30, 2026 and December 31, 2025, respectively.
Warrants
Prior to the IPO, the Company issued warrants to purchase shares of common stock primarily in connection with equity rights programs (“ERP”, see Equity Rights Program below), stock issuances, certain debt issuances, and consulting agreements. There were outstanding warrants to acquire 3,245,910 and 14,215,311 shares of common stock at September 30, 2026 and December 31, 2025, respectively.
The warrants vest over time or upon the achievement of performance criteria with respect to certain warrants issued in connection with certain service providers and generally expire at various times through 2030. There were 1,325,000 unvested warrants as of September 30, 2026 and December 31, 2025. The fair value of each warrant grant was derived using the Black-Scholes option pricing model. The Company recorded $0.02 million and $0.3 million for the three months ended September 30, 2026 and 2025, respectively, and $0.1 million and $1.0 million for the nine months ended September 30, 2026 and 2025, respectively, of share-based compensation expense related to warrants issued in connection with consulting agreements.
Effective as of June 30, 2025, the Company entered into an exchange agreement with one of its ERP participants pursuant to which the ERP participant surrendered and the Company canceled and retired 5,887,286 shares of its voting common stock and 331,218 shares of its nonvoting common stock in exchange for a pre-funded warrant to purchase up to 6,218,504 shares of the Company’s voting common stock, which had a perpetual term, an exercise price equal to $0.002 per share and a cashless exercise feature. If the Company paid any dividends or otherwise made any pro rata distributions to its stockholders, the holder of the pre-funded warrant was also entitled to receive its share of such dividends or distributions on an as-exercised basis based on the number of shares of the Company’s common stock then issuable
pursuant to the pre-funded warrant. In August 2025, the ERP participant exchanged an additional 575,071 shares of the Company’s voting common stock it purchased from an ERP II participant (then shares of puttable common stock prior to the purchase) for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock with the same terms as the initial pre-funded warrant above (see Equity Rights Program below). In February 2026, the ERP participant exercised the entire outstanding balance of the pre-funded warrants which were exercisable for an aggregate of 6,793,575 shares of the Company’s common stock. Pursuant to cashless exercises, the Company issued an aggregate of 6,793,245 shares of common stock, net of 330 shares surrendered for the exercise price.
On August 21, 2024, in connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders 3,795,564 warrants to purchase shares of the Company’s common stock. As disclosed in Note 10 - Debt Obligations, prior to the IPO, these warrants had been accounted for as a liability given the put right associated with the financial instruments. Upon completion of the IPO, in accordance with the terms of the 2029 Senior Secured Term Loan, such put right was terminated. As a result, the Company remeasured the puttable warrants at fair value for $65.4 million and reclassified into additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025.
During the nine months ended September 30, 2026, the Company received proceeds of $1.4 million through the exercise of 97,886 of previously issued warrants to purchase common stock and issued 2,709,507 shares of voting common stock pursuant to cashless exercise of 4,067,940 warrants (excluding the warrants exercised by the holder of the pre-funded warrants).
During the nine months ended September 30, 2025, the Company raised proceeds of $3.3 million through the exercise of 845,621 previously issued warrants to purchase common stock and issued 1,185,348 shares of voting common stock pursuant to cashless exercise of 1,787,334 warrants.
The following table summarizes information about warrant activities for the nine months ended September 30, 2026 and 2025:
Common Stock Warrants
Number of WarrantsWeighted Average Exercise Price
Outstanding at December 31, 202514,215,311$8.03 
Exercised
(10,959,401)$5.65 
Expired
(10,000)$15.22 
Outstanding at September 30, 20263,245,910$16.04 


Outstanding at December 31, 202414,615,703$11.91 
Granted
6,793,575$0.002 
Exercised
(2,632,955)$9.14 
Forfeited(100,000)$14.00 
Expired
(94,644)$15.39 
Outstanding at September 30, 202518,581,679$7.92 
Additional information regarding warrants outstanding as of September 30, 2026 and December 31, 2025 is as follows:
Common Stock Warrants
Weighted Average Exercise PriceExpiration DateNumber of Warrants Outstanding
Issued with debt
$20.50 Dec 20267,408
Issued to employees, directors and service providers
$17.31 Jan 2027 - Mar 20301,700,000
Issued with common stock
$15.03 Dec 2026 - Dec 20271,472,103
Issued to strategic investors under ERPs
$5.50 Aug 202766,399
Outstanding at September 30, 20263,245,910
Common Stock Warrants
Weighted Average Exercise PriceExpiration DateNumber of Warrants Outstanding
Pre-funded warrant$0.002 Perpetual6,793,575
Issued with debt
$15.23 Jul 2026 - Aug 2032312,893
Issued to employees, directors and service providers
$18.16 Jan 2026 - Mar 20302,620,000
Issued with common stock
$15.34 Apr 2026 - Dec 20271,613,781
Purchase of warrants
$14.50 Oct 20262,362,279
Issued to strategic investors under ERPs
$5.50 Aug 2027512,783
Outstanding at December 31, 202514,215,311
Equity Rights Program
The Company launched five ERPs between September 2013 and September 2020, allowing participating customers of certain MIAX Exchanges to obtain common stock warrants in return for a prepaid fee applied to future purchases. Warrants vested in tranches based on performance conditions tied to qualifying trade volumes on the applicable MIAX Exchange.
The shares of common stock and warrants issued under ERP I and II were classified as liability instruments while those issued under ERP III, IV and V were classified as equity instruments on the Company’s condensed consolidated balance sheets. The ERP awards were accounted for as consideration payable to a customer and recorded as cost of revenue over the vesting period based on the grant date fair value of the awards.
Puttable common stock from exercise of ERP I and II warrants:
All vested warrants under ERP I and II were exercised before their expiration on August 31, 2020 and January 31, 2022, respectively. The Company recorded the underlying puttable common stock issued upon exercise of the warrants as a liability. ERP I and II participants had a put right to require the Company to purchase a certain percentage of the shares held on the put vesting date in cash at a price per share equal to a fixed percentage of the fair market value of the Company’s common stock.
The put right terminated upon the completion of the Company’s IPO in August 2025. Accordingly, the fair value of the 2,801,862 outstanding shares of puttable common stock was remeasured to $64.4 million based on the offering price of $23.00 per share and reclassified into common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025.
The puttable common stock had been carried at fair value and remeasured at each reporting period until settlement or when the redemption feature was eliminated. The change in fair value was recorded as non-operating income (expense) within the condensed consolidated statements of operations.
In February 2025, an ERP II participant sold 1,150,142 shares of puttable common stock to another ERP participant. In connection with the sale, the put right associated with the shares was terminated. At termination date, the Company remeasured the fair value of the put liability for $25.7 million and recorded the fair value in common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025. In August 2025, prior to the Company’s IPO, the ERP II participant sold additional 575,071 shares of puttable common stock to the same entity with fair value of $13.2 million that was reclassified into common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025. Immediately following such sale, the ERP participant exchanged those shares with the Company for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock.
Warrants under ERP III, IV and V:
The terms of ERP III, IV and V were similar to ERP I and II, except the shares did not have any put right and therefore the ERP III, IV and V awards were equity classified. All vested warrants under ERP III and IV were exercised prior to their expiration on June 30, 2024 and April 30, 2025, respectively.
On September 11, 2020, the Company entered into ERP V where the vesting period ended on June 30, 2024. ERP V warrants expire on the earlier to occur of (i) August 15, 2027 (the two-year anniversary of the Company’s IPO) or (ii) a merger or sale of the Company. During the nine months ended September 30, 2026, 446,384 warrants were exercised, including the issuance of 381,089 shares of voting common stock pursuant to cashless exercise of 433,809 ERP V warrants. As of September 30, 2026 and December 31, 2025, the number of outstanding ERP V warrants was 66,399 and 512,783, respectively.