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    Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial Results

    • Q4 Net revenue of $124.5 million (+52% YoY), GAAP diluted EPS of $0.27
    • Q4 Adjusted EBITDA of $62.2 million (+112% YoY), Adjusted diluted EPS of $0.52
    • FY 2025 Net revenue of $430.5 million (+56% YoY), GAAP diluted EPS of ($1.00)
    • FY 2025 Adjusted EBITDA of $199.1 million (+143% YoY), Adjusted diluted EPS of $1.82
    • Establishes 2026 adjusted operating expense guidance

    PRINCETON, N.J. and MIAMI, Feb. 25, 2026 /PRNewswire/ — Miami International Holdings, Inc. (MIAX) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced results for the fourth quarter and full year 2025.

    MIAX Logo

    “We ended a milestone year with another exceptional quarter of progress,” said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. “Beyond our strong financial results and record volumes, 2025 was marked by a number of transformative strategic achievements including our successful IPO and secondary offering, the announcement of our strategic sale of 90% of MIAXdx, the launch of the MIAX Sapphire options trading floor in Miami, the launch of the MIAX Futures Onyx trading platform, and the completion of our acquisition of TISE.”

    “We have built a strong foundation for capturing emerging secular growth opportunities. Looking ahead, we’ll leverage our technology advantage, broad range of regulatory licenses across multiple jurisdictions, diverse and expanding product range, and most importantly, our deep relationships with our customers to drive continued growth.”

    Fourth Quarter 2025 Highlights

    All figures are compared to the fourth quarter of 2024 unless otherwise stated.

    • Net revenue, defined as revenues less cost of revenues, grew 52% to $124.5 million, compared to $81.7 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and the full-year impact of the MIAX Sapphire® electronic options exchange.
    • Total operating expenses were $81.8 million, compared to $74.5 million in the prior-year period. The increase was primarily due to planned investments in headcount and technology to support our growth initiatives; increased depreciation and amortization expenses related to the launch of the MIAX Sapphire electronic and floor exchange; and the launch of the MIAX Futures Onyx trading platform.
    • Operating income of $42.7 million, compared to $7.2 million in the prior-year period.
    • GAAP net income of $29.9 million, compared to $2.9 million in the prior-year period.
    • Adjusted earnings increased nearly three times to $57.1 million, compared to $19.6 million in the prior-year period.
    • Adjusted EBITDA more than doubled to $62.2 million, compared to $29.3 million in the prior-year period, driven primarily by strong growth in net revenues.
    • Adjusted EBITDA margin expanded to 50% from 36% in the prior-year period.

    Business Updates

    • Closed secondary public offering of 7.8 million shares of common stock at $41.00 per share in the fourth quarter of 2025. The offering consisted entirely of secondary shares.
    • MIAX options exchanges reached a record average daily volume of 11.1 million contracts in the fourth quarter of 2025, a 46.5% increase year-over-year.
    • MIAX options exchanges reached a market share record of 18.2% in the fourth quarter of 2025, a 14.5% increase year-over-year.
    • Completed the sale of 90% of the issued and outstanding equity in MIAXdx in January 2026 to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIAX retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.
    • Listed new Monday and Wednesday short term option expirations for qualifying stocks in the Short term Options Series Program.

    Summary of Selected Unaudited Condensed Consolidated Financial Results

    ($000, except per share amounts and percentages)

    Consolidated Fourth Quarter Results

    4Q25

    December 31, 2025

    4Q24

    December 31, 2024

    Change

    Total revenues less cost of revenues

    $ 124,501

    $ 81,705

    52 %

    Operating income

    $ 42,689

    $ 7,158

    496 %

    Net income attributable to MIH stockholders

    $ 29,944

    $ 2,891

    936 %

    Diluted EPS

    $ 0.27

    $ 0.04

    Adjusted earnings*

    $ 57,066

    $ 19,565

    192 %

    Adjusted diluted EPS*

    $ 0.52

    $ 0.26

    EBITDA

    $ 35,041

    $ 12,623

    178 %

    Adjusted EBITDA*

    $ 62,163

    $ 29,338

    112 %

    Adjusted EBITDA margin %*

    50 %

    36 %

    39 %

    * Reconciliation of non-GAAP results is included in the tables below. See “Non-GAAP Financial Information” below.

     

    Segment Results

    ($000)

    Total Revenues Less Cost of Revenues
    (Net Revenue) by Business Segment

    4Q25

    December 31, 2025

    4Q24

    December 31, 2024

    Change

    Options

    $ 106,903

    $ 73,147

    46 %

    Equities

    6,376

    1,846

    245 %

    Futures

    4,805

    5,565

    (14) %

    International

    6,039

    851

    610 %

    Corporate/Other

    378

    296

    28 %

    Total

    $ 124,501

    $ 81,705

    52 %

    Options

    • Net revenue grew 46% to $106.9 million, compared to $73.1 million in the prior-year period. The growth was primarily driven by higher net transaction fees that benefitted from increased industry volume, higher market share, and higher revenue per contract (RPC). Higher non-transaction fees were primarily driven by the full-year impact of the launch of the MIAX Sapphire electronic options exchange.
    • Operating income increased 80% to $73.0 million, compared to $40.6 million in the prior-year period. The growth was primarily due to higher net revenues.
    • Adjusted EBITDA grew 66% to $82.5 million, compared to $49.7 million in the prior-year period.

    Equities

    • Net revenue grew 245% to $6.4 million, compared to $1.8 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved pricing. Equities capture was net neutral for the quarter as compared to historically inverted.
    • Approached operating breakeven in the fourth quarter, compared to an operating loss of $6.3 million in the prior-year period.
    • Adjusted EBITDA of $1.6 million, compared to ($3.8) million in the prior-year period.

    Futures

    • Net revenue was $4.8 million, compared to $5.6 million in the prior-year period. The decline was primarily due to lower listings fees, and decreased transaction fees due to lower volumes caused by timing of participant migrations to MIAX Futures Onyx and lower commodity market volatility, partially offset by the elimination of expenses related to CME Globex.
    • Operating loss was $14.2 million, compared to an operating loss of $11.0 million in the prior-year period. The change was primarily due to lower revenue and higher operating expenses driven by increased compensation costs.
    • Adjusted EBITDA of ($10.0) million, compared to ($6.9) million in the prior-year period.

    International 

    • Net revenue was $6.0 million, compared to $0.9 million in the prior-year period. The increase was primarily due to the acquisition of The International Stock Exchange Group Limited (TISE) in June 2025.
    • Operating income was $0.9 million, compared to an operating loss of $2.8 million in the prior-year period. The change was primarily due to the impact of the TISE acquisition.
    • Adjusted EBITDA of $1.8 million, compared to ($2.0) million in the prior-year period.

    Capital and Liquidity

    • As of December 31, 2025, MIAX had cash and cash equivalents of $433.6 million and total debt of $1.5 million.

    FY 2026 Guidance

    For full year 2026, we expect:

    • Adjusted operating expenses, which exclude share based compensation, depreciation and amortization, and litigation expenses, in a range between $265 million and $275 million;
    • Share based compensation expense in a range between $27 million and $30 million;
    • Capital expenditures, including capitalization of internally developed software, in a range between $40 million and $45 million;
    • Depreciation and amortization expense in a range between $33 million and $38 million;
    • Adjusted effective tax rate post valuation allowance release in a range between 27% and 29%. Subject to continued improvements in U.S. operating results, the Company anticipates that within the next 12 months, sufficient positive evidence should become available to reach a conclusion that a significant portion of the deferred tax valuation allowance (VA) would no longer be required. The Adjusted ETR is based on non-GAAP adjusted earnings and excludes the discrete tax benefit of the anticipated VA release.

    Webcast and Conference Call

    MIAX will host a webcast and conference call to review its fourth quarter and full-year financial results today, February 25, 2026 at 5:00 p.m. ET. Participants can access the call at 866-652-5200 (international dial-in 412-317-6060) or access the webcast on the Investor Relations section of MIAX’s website at ir.miaxglobal.com. A webcast recording and corresponding presentation will be archived under Events & Presentations at the above link following the event.

    Non-GAAP Financial Information

    Adjusted earnings, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments.

    Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets.

    Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by adjusted revenues less cost of revenues.

    Adjusted EPS, a non-GAAP financial measure, is defined as adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis).

    Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without unreasonable efforts. The Company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations. 

    For a reconciliation of our non-GAAP results to our GAAP results, see the tables below.

    About MIAX

    Miami International Holdings, Inc. (NYSE: MIAX) is a technology-driven leader in building and operating regulated financial markets across multiple asset classes and geographies. MIAX® operates eight exchanges across options, futures, equities and international markets including MIAX® Options, MIAX Pearl®, MIAX Emerald®, MIAX Sapphire®, MIAX Pearl Equities™, MIAX Futures™, The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE). MIAX also owns Dorman Trading, a full-service Futures Commission Merchant. To learn more about MIAX please visit www.miaxglobal.com.

    Disclaimer and Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expect,” “anticipates,” “eventually” or “projected.” You are cautioned that such statements are based on management’s current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in Miami International Holdings, Inc.’s (together with its subsidiaries, the Company) public filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.

    All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company’s use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law.

    Contact:

    Investors
    investor.relations@miaxglobal.com

    Media
    media@miaxglobal.com

     

    Miami International Holdings, Inc. and Subsidiaries

    Condensed Consolidated Statements of Operations (Unaudited)

    Three and Twelve Months Ended December 31, 2025 and 2024

    ($000, except share and per share amounts)

    Three Months Ended December 31,

    Year Ended December 31,

    2025

    2024

    2025

    2024

    Revenues:

    Transaction and clearing fees

    $ 321,172

    $ 287,905

    $ 1,189,429

    $ 1,000,114

    Access fees

    28,763

    22,780

    106,048

    89,567

    Market data fees

    10,973

    8,838

    41,598

    33,646

    Other revenue

    8,526

    4,373

    26,998

    16,745

    Total revenues

    369,434

    323,896

    1,364,073

    1,140,072

    Cost of revenues:

    Liquidity payments

    230,913

    201,778

    837,896

    727,177

    Brokerage, clearing, and exchange fees

    12,717

    17,328

    55,264

    68,462

    Section 31 fees

    —

    22,032

    35,225

    62,140

    Equity rights program

    —

    —

    —

    1,975

    Other cost of revenues

    1,303

    1,053

    5,158

    4,674

    Total cost of revenues

    244,933

    242,191

    933,543

    864,428

    Revenues less cost of revenues

    124,501

    81,705

    430,530

    275,644

    Operating expenses:

    Compensation and benefits

    41,579

    37,998

    188,313

    145,225

    Information technology and communication costs

    9,678

    7,725

    35,367

    29,167

    Depreciation and amortization

    8,042

    6,265

    29,379

    23,372

    Occupancy costs

    2,966

    2,373

    11,984

    9,405

    Professional fees and outside services

    12,633

    12,993

    42,792

    47,656

    Marketing and business development

    679

    865

    2,756

    3,063

    Acquisition-related costs

    —

    —

    2,901

    —

    General, administrative, and other

    6,235

    6,328

    25,070

    20,581

    Total operating expenses

    81,812

    74,547

    338,562

    278,469

    Operating income (loss)

    42,689

    7,158

    91,968

    (2,825)

    Non-operating (expense) income:

    Change in fair value of puttable common stock

    —

    (2,445)

    (2,229)

    (10,594)

    Change in fair value of puttable warrants issued
    with debt

    —

    (3,027)

    (1,172)

    (4,662)

    Interest income

    4,043

    1,326

    9,414

    3,302

    Interest expense and amortization of debt
    issuance costs

    (176)

    (4,419)

    (12,886)

    (13,951)

    Gain (loss) on sale of intangible asset

    —

    —

    (2,054)

    52,604

    Unrealized gain (loss) on derivative assets

    (15,876)

    7,156

    (54,915)

    83,840

    Impairment of investments

    —

    (4,108)

    —

    (4,108)

    Loss on debt extinguishment

    —

    —

    (107,656)

    —

    Other, net

    186

    1,624

    10,951

    1,475

    Income (loss) before income tax provision

    30,866

    3,265

    (68,579)

    105,081

    Income tax expense

    (922)

    (374)

    (1,450)

    (3,095)

    Net income (loss)

    29,944

    2,891

    (70,029)

    101,986

    Net loss attributable to non-controlling interest

    —

    —

    —

    (137)

    Net income (loss) attributable to Miami International
    Holdings, Inc

    $ 29,944

    $ 2,891

    $ (70,029)

    $ 102,123

    Weighted-average shares of common stock outstanding

    Basic

    87,513,159

    63,484,489

    69,836,032

    60,698,967

    Diluted

    109,603,947

    76,386,956

    69,836,032

    74,625,858

    Net income (loss) per share attributable to common
    stock

    Basic

    $ 0.34

    $ 0.05

    $ (1.00)

    $ 1.68

    Diluted

    $ 0.27

    $ 0.04

    $ (1.00)

    $ 1.39

     

    Miami International Holdings, Inc. and Subsidiaries

    Condensed Consolidated Balance Sheets (Unaudited)

    December 31, 2025 and December 31, 2024

    ($000, except share and per share amounts)

    December 31, 2025

    December 31, 2024

    Assets

    Current assets:

    Cash and cash equivalents

    $ 433,648

    $ 150,341

    Cash and securities segregated under federal and other regulations

    27,618

    30,809

    Accounts receivable, net

    98,107

    92,415

    Restricted cash

    6,005

    6,270

    Clearing house performance bonds and guarantee funds

    70,078

    87,744

    Participant margin deposits

    —

    1,234

    Receivables from broker-dealers, futures commission merchants, and clearing organizations

    133,533

    147,164

    Current portion of derivative assets

    6,017

    33,536

    Other current assets

    39,232

    23,303

    Assets held for sale

    40,976

    —

    Total current assets

    855,214

    572,816

    Investments

    19,180

    31,022

    Fixed assets, net

    46,854

    44,478

    Internally developed software, net

    36,333

    32,262

    Goodwill

    62,211

    46,818

    Other intangible assets, net

    170,774

    114,224

    Derivative assets, net of current portion

    5,114

    50,304

    Other assets, net

    63,745

    81,727

    Total assets

    $ 1,259,425

    $ 973,651

    Liabilities and Stockholders’ Equity

    Current liabilities:

    Accounts payable and other liabilities

    $ 69,780

    $ 120,361

    Accrued compensation payable

    39,412

    33,523

    Current portion of long-term debt

    1,508

    4,767

    Deferred transaction revenues

    9,572

    2,710

    Clearing house performance bonds and guarantee funds

    69,578

    87,244

    Participant margin deposits

    —

    1,234

    Payables to customers

    144,641

    152,637

    Payables to clearing organizations

    11

    2,746

    Liabilities held for sale

    2,758

    —

    Total current liabilities

    337,260

    405,222

    Long-term debt

    —

    32,268

    Deferred income taxes

    22,386

    10,766

    Puttable common stock, net of current portion

    —

    78,424

    Puttable warrants issued with debt

    —

    64,188

    Other non-current liabilities

    18,762

    15,166

    Total liabilities

    378,408

    606,034

    Commitments and contingencies

    —

    —

    Stockholders’ equity:

    Convertible preferred stock – par value $0.001 (25,000,000 authorized, and 0 issued and
    outstanding at December 31, 2025 and 781,859 issued and outstanding at December 31,
    2024)

    —

    1

    Common stock – voting and nonvoting, par value $0.001 (600,000,000 authorized
    (400,000,000 voting, 200,000,000 nonvoting); 85,890,086 issued and 85,536,287 outstanding
    common stock at December 31, 2025 (85,536,287 voting, 0 nonvoting) and 63,219,480 issued
    and 63,181,011 outstanding non-puttable common stock at December 31, 2024 (59,683,661
    voting, 3,497,350 nonvoting))

    86

    63

    Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares
    at December 31, 2024

    (8,232)

    (775)

    Additional paid-in capital

    1,522,143

    930,638

    Accumulated deficit

    (632,339)

    (562,310)

    Accumulated other comprehensive loss, net

    (641)

    —

    Total stockholders’ equity

    881,017

    367,617

    Total liabilities and stockholders’ equity

    $ 1,259,425

    $ 973,651

    Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

    The following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA by segment ($000):

    Three Months Ended December 31, 2025

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Net income (loss) allocated to common
    shareholders

    $ 73,308

    $ (48)

    $ (13,776)

    $ (15,326)

    $ (14,214)

    $ 29,944

    Interest expense and amortization of
    debt issuance costs

    —

    —

    5

    —

    171

    176

    Interest income

    (344)

    —

    (186)

    (174)

    (3,339)

    (4,043)

    Income tax expense

    —

    —

    —

    489

    433

    922

    Depreciation and amortization

    4,327

    1,029

    1,514

    462

    710

    8,042

    EBITDA

    77,291

    981

    (12,443)

    (14,549)

    (16,239)

    35,041

    Share based compensation(1)

    3,909

    628

    2,600

    496

    1,926

    9,559

    Investment (gain) loss(2)

    —

    —

    (127)

    —

    73

    (54)

    Litigation costs(3)

    1,306

    —

    —

    —

    435

    1,741

    Unrealized loss on derivative assets(4)

    —

    —

    —

    15,876

    —

    15,876

    Adjusted EBITDA

    $ 82,506

    $ 1,609

    $ (9,970)

    $ 1,823

    $ (13,805)

    $ 62,163

    (1)

    Share-based compensation represents expenses associated with stock options of $5.1 million, restricted stock awards of $4.2 million, and warrants of $0.2 million that have been granted to employees, directors and service providers. The 2025 expense of $9.6 million is made up of $8.5 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other.

    (2)

    Investment (gain) loss of $0.1 million represents an unrealized gain or loss on marketable equity securities.

    (3)

    Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

    (4)

    Represents the unrealized loss on 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.

     

    Three Months Ended December 31, 2024

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Net income (loss) allocated to common
    shareholders

    $ 41,041

    $ (6,293)

    $ (9,893)

    $ 4,381

    $ (26,345)

    $ 2,891

    Interest expense and amortization of
    debt issuance costs

    —

    —

    36

    —

    4,383

    4,419

    Interest income

    (459)

    —

    (212)

    —

    (655)

    (1,326)

    Income tax expense

    —

    —

    1

    —

    373

    374

    Depreciation and amortization

    3,100

    1,423

    1,045

    157

    540

    6,265

    EBITDA

    43,682

    (4,870)

    (9,023)

    4,538

    (21,704)

    12,623

    Share based compensation(1)

    3,937

    1,049

    2,655

    573

    1,825

    10,039

    Investment gain(2)

    —

    —

    (510)

    —

    —

    (510)

    Litigation costs(3)

    2,086

    —

    —

    —

    695

    2,781

    Change in fair value of puttable warrants
    issued with debt(4)

    —

    —

    —

    —

    3,027

    3,027

    Change in fair value of puttable common
    stock(5)

    —

    —

    —

    —

    2,445

    2,445

    Impairment charges(6)

    —

    —

    —

    —

    6,089

    6,089

    Unrealized gain on derivative assets(7)

    —

    —

    —

    (7,156)

    —

    (7,156)

    Adjusted EBITDA

    $ 49,705

    $ (3,821)

    $ (6,878)

    $ (2,045)

    $ (7,623)

    $ 29,338

    (1)

    Share-based compensation represents expenses associated with stock options of $2.9 million, restricted stock awards of $6.7 million and warrants of $0.4 million that have been granted to employees, directors and service providers. The 2024 expense of $10.0 million is made up of $9.0 million to employees within compensation and benefits, $0.7 million to service providers within professional fees and outside services, $0.4 million to directors within general, administrative, and other.

    (2)

    Investment gain of $0.5 million represents an unrealized gain on marketable equity securities.

    (3)

    Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

    (4)

    The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.

    (5)

    The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX’s ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

    (6)

    Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.

    (7)

    Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.

     

    Year Ended December 31, 2025

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Net income (loss) allocated to common
    shareholders

    $ 235,695

    $ (12,014)

    $ (53,710)

    $ (58,645)

    $ (181,355)

    $ (70,029)

    Interest expense and amortization of
    debt issuance costs

    —

    —

    111

    —

    12,775

    12,886

    Interest income

    (1,592)

    —

    (785)

    (305)

    (6,732)

    (9,414)

    Income tax expense

    —

    —

    —

    962

    488

    1,450

    Depreciation and amortization

    14,620

    5,639

    5,169

    1,500

    2,451

    29,379

    EBITDA

    248,723

    (6,375)

    (49,215)

    (56,488)

    (172,373)

    (35,728)

    Share based compensation(1)

    24,815

    4,460

    15,288

    1,473

    11,530

    57,566

    Investment gain(2)

    —

    —

    (1,797)

    —

    (8,577)

    (10,374)

    Litigation costs(3)

    3,321

    —

    —

    —

    1,107

    4,428

    Impairment charges(4)

    —

    —

    —

    —

    2,717

    2,717

    Acquisition-related costs(5)

    —

    —

    —

    —

    2,901

    2,901

    Change in fair value of puttable warrants
    issued with debt(6)

    —

    —

    —

    —

    1,172

    1,172

    Change in fair value of puttable common
    stock(7)

    —

    —

    —

    —

    2,229

    2,229

    Loss on intangible asset(8)

    —

    —

    —

    2,054

    —

    2,054

    Unrealized loss on derivative assets(9)

    —

    —

    —

    54,915

    —

    54,915

    One time IPO payments(10)

    —

    —

    —

    —

    8,048

    8,048

    Warrant modifications(11)

    —

    —

    —

    —

    1,516

    1,516

    Loss on extinguishment of debt(12)

    —

    —

    —

    —

    107,656

    107,656

    Adjusted EBITDA

    $ 276,859

    $ (1,915)

    $ (35,724)

    $ 1,954

    $ (42,074)

    $ 199,100

    (1)

    Share-based compensation represents expenses associated with stock options of $14.4 million, restricted stock awards of $42.0 million, and warrants of $1.2 million that have been granted to employees, directors and service providers. The 2025 expense of $57.6 million is made up of $53.3 million to employees within compensation and benefits, $2.8 million to service providers within professional fees and outside services, and $1.5 million to directors within general, administrative, and other.

    (2)

    Investment gain of $10.4 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.8 million of unrealized gain on marketable equity securities.

    (3)

    Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

    (4)

    Impairment charges of $2.7 million related to owned land and building impairments.

    (5)

    Related to the TISE acquisition.

    (6)

    The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.

    (7)

    The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

    (8)

    Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.

    (9)

    Reflects the unrealized loss resulting from the mark-to-market valuation of the 125 million Pyth tokens upon unlocking prior to their sale during the second quarter of 2025, and of the 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.

    (10)

    One time IPO bonuses paid to certain employees and termination payments to former directors.

    (11)

    Represents expense recognized upon the extension of expiration date of certain warrants.

    (12)

    Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.

     

    Year Ended December 31, 2024

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Net income (loss) allocated to common
    shareholders

    $ 134,831

    $ (27,148)

    $ (42,420)

    $ 125,650

    $ (88,790)

    $ 102,123

    Interest expense and amortization of debt
    issuance costs

    —

    —

    173

    —

    13,778

    13,951

    Interest income

    (1,264)

    —

    (899)

    —

    (1,139)

    (3,302)

    Income tax expense (benefit)

    —

    —

    (2,188)

    —

    5,283

    3,095

    Depreciation and amortization

    11,216

    5,919

    3,446

    584

    2,207

    23,372

    EBITDA

    144,783

    (21,229)

    (41,888)

    126,234

    (68,661)

    139,239

    Share based compensation(1)

    15,823

    5,977

    11,342

    2,591

    7,898

    43,631

    Investment (gain) loss(2)

    —

    —

    (952)

    —

    2,037

    1,085

    Litigation costs(3)

    6,646

    —

    —

    —

    2,215

    8,861

    Change in fair value of puttable warrants issued
    with debt(4)

    —

    —

    —

    —

    4,662

    4,662

    Change in fair value of puttable common
    stock(5)

    —

    —

    —

    —

    10,594

    10,594

    Settlement fee(6)

    —

    —

    —

    —

    3,000

    3,000

    Settlement of induced conversion expense in
    common stock(7)

    —

    —

    —

    —

    1,365

    1,365

    Gain on intangible asset(8)

    —

    —

    —

    (52,604)

    —

    (52,604)

    Impairment charges(9)

    —

    —

    —

    —

    6,089

    6,089

    Unrealized gain on derivative assets(10)

    —

    —

    —

    (83,840)

    —

    (83,840)

    Adjusted EBITDA

    $ 167,252

    $ (15,252)

    $ (31,498)

    $ (7,619)

    $ (30,801)

    $ 82,082

    (1)

    Share-based compensation represents expenses associated with stock options of $11.6 million, restricted stock awards of $28.0 million and warrants of $2.0 million that have been granted to employees, directors and service providers as well as the expense associated with the ERP of $2.0 million. The 2024 expense of $43.6 million is made up of $37.0 million to employees within compensation and benefits, $2.9 million to service providers within professional fees and outside services, $1.7 million to directors within general, administrative, and other, and $2.0 million in the ERP cost of revenues.

    (2)

    Investment (gain) loss of $1.1 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on marketable equity securities.

    (3)

    Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

    (4)

    The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.

    (5)

    The change in fair value of puttable common stock of $10.6 million represents the increase in fair value of outstanding puttable common stock issued in connection with the Company’s ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

    (6)

    The Company recognized expense of $3.0 million related to a settlement fee to its Prior Loan Agreement lender.

    (7)

    Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.

    (8)

    Represents the realized gain on 125 million Pyth tokens that were unlocked by the Pyth Network and sold by BSX during the second quarter of 2024. BSX sold these tokens for $52.6 million, net of expenses incurred.

    (9)

    Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.

    (10)

    Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.

    Segment Operating Results

    The following sets forth our results of operations by segment ($000):

    Three Months Ended December 31, 2025

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Revenues:

    Transaction and clearing fees

    $ 275,800

    $ 28,517

    $ 16,799

    $ 56

    $ —

    $ 321,172

    Access fees

    24,718

    3,823

    239

    40

    (57)

    28,763

    Market data fees

    7,135

    2,513

    1,253

    79

    (7)

    10,973

    Other revenue

    (27)

    27

    2,300

    5,864

    362

    8,526

    Total revenues

    307,626

    34,880

    20,591

    6,039

    298

    369,434

    Cost of revenues:

    Liquidity payments

    199,528

    28,308

    3,077

    —

    —

    230,913

    Brokerage, clearing, and exchange fees

    1,195

    196

    11,326

    —

    —

    12,717

    Other cost of revenues(1)

    —

    —

    1,383

    —

    (80)

    1,303

    Total cost of revenues

    200,723

    28,504

    15,786

    —

    (80)

    244,933

    Revenues less cost of revenues

    106,903

    6,376

    4,805

    6,039

    378

    124,501

    Operating expenses:

    Compensation and benefits

    18,503

    2,843

    12,139

    3,020

    5,074

    41,579

    Information technology and communication costs

    4,120

    1,824

    2,747

    705

    282

    9,678

    Depreciation and amortization

    4,327

    1,029

    1,514

    462

    710

    8,042

    Occupancy costs

    1,548

    173

    598

    226

    421

    2,966

    Professional fees and outside services

    3,295

    174

    651

    440

    8,073

    12,633

    Marketing and business development

    114

    30

    297

    116

    122

    679

    General, administrative, and other

    2,031

    351

    1,089

    205

    2,559

    6,235

    Total operating expenses

    33,938

    6,424

    19,035

    5,174

    17,241

    81,812

    Operating income / (loss)

    72,965

    (48)

    (14,230)

    865

    (16,863)

    42,689

    Non-operating (expense) income:

    Interest income

    344

    —

    186

    174

    3,339

    4,043

    Interest expense and amortization of debt
    issuance costs

    —

    —

    (5)

    —

    (171)

    (176)

    Unrealized loss on derivative assets

    —

    —

    —

    (15,876)

    —

    (15,876)

    Other, net

    (1)

    —

    273

    —

    (86)

    186

    Income (loss) before income tax provision

    73,308

    (48)

    (13,776)

    (14,837)

    (13,781)

    30,866

    Income tax expense

    —

    —

    —

    (489)

    (433)

    (922)

    Net income (loss) attributable to Miami International
    Holdings, Inc

    $ 73,308

    $ (48)

    $ (13,776)

    $ (15,326)

    $ (14,214)

    $ 29,944

    (1)

    Futures other cost of revenues includes $0.3 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue.

     

    Three Months Ended December 31, 2024

    Options

    Equities

    Futures

    International

    Corporate /
    Other

    Total

    Revenues:

    Transaction and clearing fees

    $ 228,005

    $ 39,834

    $ 20,018

    $ 48

    $ —

    $ 287,905

    Access fees

    19,107

    3,512

    182

    36

    (57)

    22,780

    Market data fees

    5,414

    2,429

    923

    79

    (7)

    8,838

    Other revenue

    57

    —

    3,268

    688

    360

    4,373

    Total revenues

    252,583

    45,775

    24,391

    851

    296

    323,896

    Cost of revenues:

    Liquidity payments

    165,164

    34,451

    2,163

    —

    —

    201,778

    Brokerage, clearing, and exchange fees

    1,449

    269

    15,610

    —

    —

    17,328

    Section 31 fees

    12,823

    9,209

    —

    —

    —

    22,032

    Other cost of revenues(1)

    —

    —

    1,053

    —

    —

    1,053

    Total cost of revenues

    179,436

    43,929

    18,826

    —

    —

    242,191

    Revenues less cost of revenues

    73,147

    1,846

    5,565

    851

    296

    81,705

    Operating expenses:

    Compensation and benefits

    16,703

    4,011

    10,069

    1,983

    5,232

    37,998

    Information technology and communication costs

    3,085

    1,432

    2,464

    641

    103

    7,725

    Depreciation and amortization

    3,100

    1,423

    1,045

    157

    540

    6,265

    Occupancy costs

    1,053

    178

    477

    146

    519

    2,373

    Professional fees and outside services

    7,000

    782

    1,118

    206

    3,887

    12,993

    Marketing and business development

    230

    12

    146

    65

    412

    865

    General, administrative, and other

    1,394

    301

    1,238

    428

    2,967

    6,328

    Total operating expenses

    32,565

    8,139

    16,557

    3,626

    13,660

    74,547

    Operating income / (loss)

    40,582

    (6,293)

    (10,992)

    (2,775)

    (13,364)

    7,158

    Non-operating (expense) income:

    Change in fair value of puttable warrants issued
    with debt

    —

    —

    —

    —

    (3,027)

    (3,027)

    Change in fair value of puttable common stock

    —

    —

    —

    —

    (2,445)

    (2,445)

    Interest income

    459

    —

    212

    —

    655

    1,326

    Interest expense and amortization of debt
    issuance costs

    —

    —

    (36)

    —

    (4,383)

    (4,419)

    Impairment of investments

    —

    —

    —

    —

    (4,108)

    (4,108)

    Unrealized gain on derivative assets

    —

    —

    —

    7,156

    —

    7,156

    Other, net

    —

    —

    924

    —

    700

    1,624

    Income (loss) before income tax provision

    41,041

    (6,293)

    (9,892)

    4,381

    (25,972)

    3,265

    Income tax expense

    —

    —

    (1)

    —

    (373)

    (374)

    Net income (loss) attributable to Miami International
    Holdings, Inc

    $ 41,041

    $ (6,293)

    $ (9,893)

    $ 4,381

    $ (26,345)

    $ 2,891

    (1)

    Futures other cost of revenues includes $0.2 million related to access fees, $0.2 million related to market data fees, and $0.6 million related to other revenue.

    The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments ($000, except percentages):

    Options

    Equities

    Three Months Ended

    Three Months Ended

    December 31,

    Percent

    December 31,

    Percent

    2025

    2024

    Change

    2025

    2024

    Change

    Revenues less cost of revenues

    $ 106,903

    $ 73,147

    46.1 %

    $ 6,376

    $ 1,846

    245.4 %

    Operating expenses

    33,938

    32,565

    4.2 %

    6,424

    8,139

    (21.1) %

    Operating income (loss)

    $ 72,965

    $ 40,582

    79.8 %

    $ (48)

    $ (6,293)

    *

    Adjusted EBITDA(1)

    $ 82,506

    $ 49,705

    66.0 %

    $ 1,609

    $ (3,821)

    *

    Adjusted EBITDA margin(2)

    77.2 %

    68.0 %

    —

    *

    Futures

    International

    Three Months Ended

    Three Months Ended

    December 31,

    Percent

    December 31,

    Percent

    2025

    2024

    Change

    2025

    2024

    Change

    Revenues less cost of revenues

    $ 4,805

    $ 5,565

    (13.7) %

    $ 6,039

    $ 851

    609.6 %

    Operating expenses

    19,035

    16,557

    15.0 %

    5,174

    3,626

    42.7 %

    Operating income (loss)

    $ (14,230)

    $ (10,992)

    *

    $ 865

    $ (2,775)

    *

    Adjusted EBITDA(1)

    $ (9,970)

    $ (6,878)

    *

    $ 1,823

    $ (2,045)

    *

    Adjusted EBITDA margin(2)

    *

    *

    30.2 %

    *

    * Not meaningful

    (1)

    See Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA above.

    (2)

    Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.

    Reconciliations of GAAP Net Income (Loss) to Adjusted Earnings

    The following table is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings ($000):

    Three Months Ended

    Year Ended

    December 31,

    December 31,

    2025

    2024

    2025

    2024

    Net income (loss) allocated to common shareholders

    $ 29,944

    $ 2,891

    $ (70,029)

    $ 102,123

    Share based compensation(1)

    9,559

    10,039

    57,566

    43,631

    Investment (gain) loss(2)

    (54)

    (510)

    (10,374)

    1,085

    Litigation costs(3)

    1,741

    2,781

    4,428

    8,861

    Impairment charges(4)

    —

    6,089

    2,717

    6,089

    Acquisition-related costs(5)

    —

    —

    2,901

    —

    Change in fair value of puttable warrants issued with debt(6)

    —

    3,027

    1,172

    4,662

    Change in fair value of puttable common stock(7)

    —

    2,445

    2,229

    10,594

    (Gain) loss on intangible asset(8)

    —

    —

    2,054

    (52,604)

    Settlement of induced conversion expense in common stock(9)

    —

    —

    —

    1,365

    Settlement fee(10)

    —

    —

    —

    3,000

    Unrealized (gain) loss on derivative assets(11)

    15,876

    (7,156)

    54,915

    (83,840)

    Loss on extinguishment of debt(12)

    —

    —

    107,656

    —

    Warrant modifications(13)

    —

    —

    1,516

    —

    One time IPO payments(14)

    —

    —

    8,048

    —

    Tax effect of adjustments

    —

    (41)

    —

    (59)

    Adjusted earnings

    $ 57,066

    $ 19,565

    $ 164,799

    $ 44,907

    (1)

    Share-based compensation represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers.

    (2)

    Represents unrealized gain or loss from the TISE investment or acquisition and unrealized gain or loss on marketable equity securities.

    (3)

    Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

    (4)

    2025 impairment charges related to owned land and building impairments. 2024 impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.

    (5)

    Related to the TISE acquisition.

    (6)

    The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.

    (7)

    The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX’s ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.

    (8)

    2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the first tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024.

    (9)

    Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.

    (10)

    The Company recognized expense of $3.0 million related to a settlement fee paid to its Prior Loan Agreement lender.

    (11)

    Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.

    (12)

    Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.

    (13)

    Represents expense recognized upon the extension of expiration date of certain warrants.

    (14)

    One time IPO bonuses paid to certain employees and termination payments to former directors.

    Earnings Per Share

    The following table sets forth the computation of diluted income (loss) and adjusted earnings per share ($000, except share and per share data):

    Three Months Ended

    Year Ended

    December 31,

    December 31,

    2025

    2024

    2025

    2024

    Net income (loss) attributable to MIH

    $ 29,944

    $ 2,891

    $ (70,029)

    $ 102,123

    Weighted-average common shares outstanding

    109,603,947

    76,386,956

    69,836,032

    74,625,858

    Diluted net income (loss) per share

    $ 0.27

    $ 0.04

    $ (1.00)

    1.39(1)

    Adjusted earnings

    $ 57,066

    $ 19,565

    $ 164,799

    $ 44,907

    Diluted weighted average shares outstanding used for
    adjusted diluted earnings per share

    109,603,947

    76,386,956

    90,582,541

    74,625,858

    Adjusted diluted earnings per share

    $ 0.52

    $ 0.26

    $ 1.82

    $ 0.62(1)

    (1)

    Inclusive of the adjustment to net income/adjusted earnings related to interest expense on convertible debt for the year ended December 31, 2024.

     

    Key Business Metrics

    Three and Twelve Months Ended December 31, 2025 and 2024

    Three Months Ended

    December 31,

    Increase/
    (Decrease)

    Percent

    Change

    Years Ended

    December 31,

    Increase/
    (Decrease)

    Percent

    Change

    2025

    2024

    2025

    2024

    Options:

    Number of trading days

    64

    64

    —

    — %

    250

    252

    (2)

    (0.8) %

    Total contracts:

    Market contracts – Equity and ETF (in
    thousands)

    3,907,421

    3,042,309

    865,112

    28.4 %

    13,949,424

    11,178,827

    2,770,597

    24.8 %

    MIH contracts – Equity andETF (in
    thousands)

    710,111

    484,721

    225,390

    46.5 %

    2,384,481

    1,690,223

    694,258

    41.1 %

    Average daily volume (“ADV”)(defined
    below)(1)

    Market ADV – Equity and ETF (in
    thousands)(1)

    61,053

    47,536

    13,517

    28.4 %

    55,798

    44,360

    11,438

    25.8 %

    MIH ADV – Equity and ETF (in
    thousands)(1)

    11,095

    7,574

    3,521

    46.5 %

    9,538

    6,707

    2,831

    42.2 %

    MIH market share

    18.2 %

    15.9 %

    2.3 pts

    14.5 %

    17.1 %

    15.1 %

    2.0 pts

    13.2 %

    Total Options revenue per contract (“RPC”)(2)

    $0.106

    $0.100

    $0.006

    6.0 %

    $0.108

    $0.091

    $0.017

    18.7 %

    U.S. Equities:

    Number of trading days

    64

    64

    —

    — %

    250

    252

    (2)

    (0.8) %

    Total shares:

    Market shares (in millions)

    1,189,337

    869,190

    320,147

    36.8 %

    4,387,616

    3,064,080

    1,323,536

    43.2 %

    MIH shares (in millions)

    11,089

    11,991

    (902)

    (7.5) %

    45,798

    49,865

    (4,067)

    (8.2) %

    ADV(1):

    Market ADV (in millions)(1)

    18,583

    13,581

    5,002

    36.8 %

    17,550

    12,159

    5,391

    44.3 %

    MIH ADV (in millions)(1)

    173

    187

    (14)

    (7.5) %

    183

    198

    (15)

    (7.6) %

    MIH market share

    0.9 %

    1.4 %

    (0.5) pts

    (35.7) %

    1.0 %

    1.6 %

    (0.6) pts

    (37.5) %

    Equities capture (per 100 shares) (defined
    below)(3)

    $0.000

    $(0.034)

    $0.034

    *

    $(0.012)

    $(0.040)

    $0.028

    *

    Futures:

    Number of trading days

    64

    64

    —

    — %

    251

    252

    (1)

    (0.4) %

    Agricultural products total contracts

    524,040

    777,110

    (253,070)

    (32.6) %

    3,260,353

    3,188,735

    71,618

    2.2 %

    Agricultural products ADV(1)

    8,188

    12,142

    (3,954)

    (32.6) %

    12,989

    12,654

    335

    2.6 %

    Agricultural products RPC(2)

    $2.281

    $2.530

    $(0.249)

    (9.8) %

    $2.241

    $2.522

    $(0.281)

    (11.1) %

    * Percentage calculation is not meaningful. Represents a change in inverted fees.

    (1)

    ADV is calculated as total contracts or shares for the period divided by total trading days for the period.

    (2)

    RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period.

    (3)

    Equities capture per one hundred shares refers to transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees, and Section 31 fees (Net Transaction Fees), divided by one-hundredth of total shares.

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