Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial Results
Rhea-AI Summary
Miami International Holdings (NYSE: MIAX) reported strong Q4 and full-year 2025 results, driven by options growth, new platforms and strategic transactions. Q4 net revenue was $124.5M (+52% YoY) and Q4 adjusted EBITDA was $62.2M (+112% YoY). FY2025 net revenue was $430.5M (+56% YoY) with FY adjusted EBITDA of $199.1M (+143% YoY).
Corporate moves included a completed IPO and secondary offering, acquisition of TISE, launch of MIAX Sapphire and MIAX Futures Onyx, and sale of 90% of MIAXdx (retained 10%). Cash was $433.6M and total debt was $1.5M as of Dec 31, 2025.
Positive
- Q4 net revenue +52% to $124.5M
- FY2025 net revenue +56% to $430.5M
- Q4 adjusted EBITDA +112% to $62.2M
- FY2025 adjusted EBITDA +143% to $199.1M
- Record options ADV of 11.1M contracts and market share 18.2%
- Strong liquidity: cash $433.6M vs total debt $1.5M
Negative
- FY2025 GAAP diluted EPS of ($1.00)
- Futures segment adjusted EBITDA ($10.0M) and operating loss $14.2M
- Sale of 90% of MIAXdx reduces ownership to 10%, limiting future upside
News Market Reaction – MIAX
In the Feb 26 session, MIAX gained 2.10%, reflecting a moderate positive market reaction. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Earnings Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Nov 05 | 3Q25 earnings | Positive | +3.4% | Strong net revenue and adjusted EBITDA growth despite GAAP loss from one-time items. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Limited earnings-history sample, but the prior earnings release saw a positive share reaction of 3.38% following strong adjusted growth.
Over recent months, MIAX has highlighted rapid growth in its exchange franchise. The prior 3Q25 earnings showed net revenue of $109.5M, strong adjusted EBITDA of $48.0M (44% margin), and robust options volume and market share alongside IPO proceeds of $396.8M and debt reduction. Subsequent news emphasized record trading metrics, the strategic sale of 90% of MIAXdx, and strong TISE listing activity. Today’s 4Q25/FY25 results extend that narrative with higher net revenue and adjusted EBITDA and introduce detailed 2026 expense and tax guidance.
Key Terms
adjusted ebitda financial
adjusted earnings financial
adjusted eps financial
non-gaap financial measure financial
ebitda financial
diluted eps financial
capital expenditures financial
effective tax rate financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
- 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
"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
"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 , compared to$124.5 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.$81.7 million - Total operating expenses were
, compared to$81.8 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.$74.5 million - Operating income of
, compared to$42.7 million in the prior-year period.$7.2 million - GAAP net income of
, compared to$29.9 million in the prior-year period.$2.9 million - Adjusted earnings increased nearly three times to
, compared to$57.1 million in the prior-year period.$19.6 million - Adjusted EBITDA more than doubled to
, compared to$62.2 million in the prior-year period, driven primarily by strong growth in net revenues.$29.3 million - Adjusted EBITDA margin expanded to
50% from36% in the prior-year period.
Business Updates
- Closed secondary public offering of 7.8 million shares of common stock at
per share in the fourth quarter of 2025. The offering consisted entirely of secondary shares.$41.00 - 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, a14.5% 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 retained10% 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 | |||
( | |||
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 | |||
( | |||
Total Revenues Less Cost of Revenues | 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 , compared to$106.9 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.$73.1 million - Operating income increased
80% to , compared to$73.0 million in the prior-year period. The growth was primarily due to higher net revenues.$40.6 million - Adjusted EBITDA grew
66% to , compared to$82.5 million in the prior-year period.$49.7 million
Equities
- Net revenue grew
245% to , compared to$6.4 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.$1.8 million - Approached operating breakeven in the fourth quarter, compared to an operating loss of
in the prior-year period.$6.3 million - Adjusted EBITDA of
, compared to$1.6 million ( in the prior-year period.$3.8) million
Futures
- Net revenue was
, compared to$4.8 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.$5.6 million - Operating loss was
, compared to an operating loss of$14.2 million in the prior-year period. The change was primarily due to lower revenue and higher operating expenses driven by increased compensation costs.$11.0 million - Adjusted EBITDA of
( , compared to$10.0) million ( in the prior-year period.$6.9) million
International
- Net revenue was
, compared to$6.0 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.$0.9 million - Operating income was
, compared to an operating loss of$0.9 million in the prior-year period. The change was primarily due to the impact of the TISE acquisition.$2.8 million - Adjusted EBITDA of
, compared to$1.8 million ( in the prior-year period.$2.0) million
Capital and Liquidity
- As of December 31, 2025, MIAX had cash and cash equivalents of
and total debt of$433.6 million .$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
and$265 million ;$275 million - Share based compensation expense in a range between
and$27 million ;$30 million - Capital expenditures, including capitalization of internally developed software, in a range between
and$40 million ;$45 million - Depreciation and amortization expense in a range between
and$33 million ;$38 million - Adjusted effective tax rate post valuation allowance release in a range between
27% and29% . Subject to continued improvements inU.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 | |||||||
( | |||||||
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) | |||
Interest income | 4,043 | 1,326 | 9,414 | 3,302 | |||
Interest expense and amortization of debt | (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 | $ 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 | |||||||
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 | |||
( | |||
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 | — | 1 | |
Common stock - voting and nonvoting, par value | 86 | 63 | |
Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares | (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 (
Three Months Ended December 31, 2025 | |||||||||||
Options | Equities | Futures | International | Corporate / | Total | ||||||
Net income (loss) allocated to common | $ 73,308 | $ (48) | $ (13,776) | $ (15,326) | $ (14,214) | $ 29,944 | |||||
Interest expense and amortization of | — | — | 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 |
(2) | Investment (gain) loss of |
(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 | ||||||
Net income (loss) allocated to common | $ 41,041 | $ (6,293) | $ (9,893) | $ 4,381 | $ (26,345) | $ 2,891 | |||||
Interest expense and amortization of | — | — | 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 | — | — | — | — | 3,027 | 3,027 | |||||
Change in fair value of puttable common | — | — | — | — | 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) | Investment gain of |
(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 |
(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 | ||||||
Net income (loss) allocated to common | $ 235,695 | $ (12,014) | $ (53,710) | $ (58,645) | $ (181,355) | $ (70,029) | |||||
Interest expense and amortization of | — | — | 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 | — | — | — | — | 1,172 | 1,172 | |||||
Change in fair value of puttable common | — | — | — | — | 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 |
(2) | Investment gain of |
(3) | Litigation costs are associated with ongoing litigation related to the Nasdaq matter. |
(4) | Impairment charges of |
(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 | ||||||
Net income (loss) allocated to common | $ 134,831 | $ (27,148) | $ (42,420) | $ 125,650 | $ (88,790) | $ 102,123 | |||||
Interest expense and amortization of debt | — | — | 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 | — | — | — | — | 4,662 | 4,662 | |||||
Change in fair value of puttable common | — | — | — | — | 10,594 | 10,594 | |||||
Settlement fee(6) | — | — | — | — | 3,000 | 3,000 | |||||
Settlement of induced conversion expense in | — | — | — | — | 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 |
(2) | Investment (gain) loss of |
(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 |
(6) | The Company recognized expense of |
(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 |
(9) | Impairment charges include |
(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 (
Three Months Ended December 31, 2025 | ||||||
Options | Equities | Futures | International | Corporate / | 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 | — | — | (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 | $ 73,308 | $ (48) | $ (13,776) | $ (15,326) | $ (14,214) | $ 29,944 |
(1) | Futures other cost of revenues includes |
Three Months Ended December 31, 2024 | ||||||
Options | Equities | Futures | International | Corporate / | 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 | — | — | — | — | (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 | — | — | (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 | $ 41,041 | $ (6,293) | $ (9,893) | $ 4,381 | $ (26,345) | $ 2,891 |
(1) | Futures other cost of revenues includes |
The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments (
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 (
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 |
(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 |
(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 (
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 | $ 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/ | Percent Change | Years Ended December 31, | Increase/ | 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 | 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 | 710,111 | 484,721 | 225,390 | 46.5 % | 2,384,481 | 1,690,223 | 694,258 | 41.1 % | |||||||
Average daily volume ("ADV")(defined | |||||||||||||||
Market ADV – Equity and ETF (in | 61,053 | 47,536 | 13,517 | 28.4 % | 55,798 | 44,360 | 11,438 | 25.8 % | |||||||
MIH ADV – Equity and ETF (in | 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) | 6.0 % | 18.7 % | |||||||||||||
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 | * | * | |||||||||||||
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) | (9.8) % | (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