—
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
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.
“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 4Q24 Change
December 31, 2025 December 31, 2024
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 4Q25 4Q24 Change
(Net Revenue) by Business Segment
December 31, 2025 December 31, 2024
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(TM), MIAX Futures(TM), 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 - (3,027) (1,172) (4,662)
with debt
Interest income 4,043 1,326 9,414 3,302
Interest expense and amortization of debt (176) (4,419) (12,886) (13,951)
issuance costs
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 $29,944 $2,891 $(70,029) $102,123
Holdings, Inc
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 - 1
outstanding at December 31, 2025 and 781,859 issued and outstanding at December 31,
2024)
Common stock - voting and nonvoting, par value $0.001 (600,000,000 authorized 86 63
(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))
Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares (8,232) (775)
at December 31, 2024
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 / Total
Other
Net income (loss) allocated to common $73,308 $(48) $(13,776) $(15,326) $(14,214) $29,944
shareholders
Interest expense and amortization of 5 171 176
debt issuance costs
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 / Total
Other
Net income (loss) allocated to common $41,041 $(6,293) $(9,893) $4,381 $(26,345) $2,891
shareholders
Interest expense and amortization of 36 4,383 4,419
debt issuance costs
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 3,027 3,027
issued with debt(4)
Change in fair value of puttable common 2,445 2,445
stock(5)
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 / Total
Other
Net income (loss) allocated to common $235,695 $(12,014) $(53,710) $(58,645) $(181,355) $(70,029)
shareholders
Interest expense and amortization of 111 12,775 12,886
debt issuance costs
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 1,172 1,172
issued with debt(6)
Change in fair value of puttable common 2,229 2,229
stock(7)
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 / Total
Other
Net income (loss) allocated to common $134,831 $(27,148) $(42,420) $125,650 $(88,790) $102,123
shareholders
Interest expense and amortization of debt 173 13,778 13,951
issuance costs
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 4,662 4,662
with debt(4)
Change in fair value of puttable common 10,594 10,594
stock(5)
Settlement fee(6) 3,000 3,000
Settlement of induced conversion expense in 1,365 1,365
common stock(7)
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 / Total
Other
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 (5) (171) (176)
issuance costs
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 $73,308 $(48) $(13,776) $(15,326) $(14,214) $29,944
Holdings, Inc
(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 / Total
Other
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 (3,027) (3,027)
with debt
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 (36) (4,383) (4,419)
issuance costs
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 $41,041 $(6,293) $(9,893) $4,381 $(26,345) $2,891
Holdings, Inc
(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 109,603,947 76,386,956 90,582,541 74,625,858
adjusted diluted earnings per share
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 Increase/ Percent Years Ended Increase/ Percent
(Decrease) (Decrease)
December 31, Change December 31, 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 3,907,421 3,042,309 865,112 28.4 % 13,949,424 11,178,827 2,770,597 24.8 %
thousands)
MIH contracts - Equity andETF (in 710,111 484,721 225,390 46.5 % 2,384,481 1,690,223 694,258 41.1 %
thousands)
Average daily volume ("ADV")(defined
below)(1)
Market ADV - Equity and ETF (in 61,053 47,536 13,517 28.4 % 55,798 44,360 11,438 25.8 %
thousands)(1)
MIH ADV - Equity and ETF (in 11,095 7,574 3,521 46.5 % 9,538 6,707 2,831 42.2 %
thousands)(1)
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 $0.000 $(0.034) $0.034 * $(0.012) $(0.040) $0.028 *
below)(3)
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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SOURCE MIAX
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