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

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.

"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.

Business Updates

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

Equities

Futures

International

Capital and Liquidity

FY 2026 Guidance

For full year 2026, we expect:

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

[email protected]

Media

[email protected]

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

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)

—

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))

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

—

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)

—

(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

—

4,383

4,419

Interest income

(459)

—

(212)

—

(655)

(1,326)

Income tax expense

—

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

Change in fair value of puttable common

stock (5)

—

2,445

Impairment charges (6)

—

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

Acquisition-related costs (5)

—

2,901

Change in fair value of puttable warrants

issued with debt (6)

—

1,172

Change in fair value of puttable common

stock (7)

—

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

Warrant modifications (11)

—

1,516

Loss on extinguishment of debt (12)

—

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

Change in fair value of puttable common

stock (5)

—

10,594

Settlement fee (6)

—

3,000

Settlement of induced conversion expense in

common stock (7)

—

1,365

Gain on intangible asset (8)

—

(52,604)

—

(52,604)

Impairment charges (9)

—

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)

(10)

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

(57)

28,763

Market data fees

7,135

2,513

1,253

(7)

10,973

Other revenue

(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

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

(57)

22,780

Market data fees

5,414

2,429

923

(7)

8,838

Other revenue

—

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

146

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)

Change in fair value of puttable common stock

—

(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)

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

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

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,

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)

(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)

(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,

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

—

— %

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

—

— %

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

—

— %

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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