Miami International Holdings (NYSE: MIAX) posts sharp profit surge in 2026
Miami International Holdings, operator of options, equities, futures and international exchanges, reported strong growth for the three months ended June 30, 2026. Total revenues were 387,629 (dollars in thousands), up from 327,784, with revenues less cost of revenues rising to 141,113 from 104,662. Operating income was 27,797, roughly flat year over year, but net income increased to 44,208 and diluted EPS to 0.40.
For the first half of 2026, net income jumped to 214,432 (thousands) and diluted EPS to 1.95, compared with 2,107 and 0.03 a year earlier. Drivers included higher segment revenues, a 50,570 gain on the sale of 90% of MIAXdx to a Robinhood–SIG joint venture and an 85,603 income tax benefit, partly offset by a 30,000 litigation settlement with Nasdaq.
Cash, cash equivalents, segregated cash and restricted cash reached 804,289 at June 30, 2026, while total stockholders’ equity rose to 1,150,301. Debt consisted mainly of a 1,514 notes payable balance. Net cash provided by operating activities was 183,642 for the half year, and total cash and related balances increased by 246,705.
Positive
- Six‑month net income surged to 214,432 from 2,107 (thousands); diluted EPS reached 1.95.
- Net cash provided by operating activities for six months was 183,642 (thousands), showing strong cash generation.
- Cash, segregated and restricted balances totaled 804,289 (thousands) against minimal debt of 1,514, supporting a solid equity base of 1,150,301.
Negative
- A 30,000 (thousands) litigation settlement with Nasdaq was recorded in 2026, reducing operating profit.
Filing Explained
By June 30, 98,610,560 outstanding shares reflected issuance activity, reducing existing holders’ percentage ownership absent offsetting changes.
The 10-Q is an unaudited interim report; at
Additional shares increase the total share count and reduce an existing holder’s percentage ownership unless offset by other changes. Separately, the company completed the sale of 90% of MIAXdx on
For three years after closing, MIH may sell all of its retained interest at a predetermined valuation, while the buyer may acquire 50% of that retained interest at a separately predetermined valuation. The Nasdaq litigation was dismissed with prejudice on
A specified watch item is the CAT funding litigation: on
Key Figures
Total revenues: 387,629
Net income: 44,208
Net income year-to-date: 214,432
+5 more
8 metrics
Total revenues
387,629
Three months ended June 30, 2026, dollars in thousands
Net income
44,208
Three months ended June 30, 2026, dollars in thousands
Net income year-to-date
214,432
Six months ended June 30, 2026, dollars in thousands
Diluted EPS
0.40
Three months ended June 30, 2026
Diluted EPS year-to-date
1.95
Six months ended June 30, 2026
Net cash from operating activities
183,642
Six months ended June 30, 2026, dollars in thousands
Cash, segregated and restricted
804,289
Cash, cash equivalents, segregated cash and restricted cash at June 30, 2026, dollars in thousands
Litigation settlement payable
30,000
Accrued Nasdaq settlement at June 30, 2026, dollars in thousands
Key Terms
Consolidated Audit Trail, Executed Share Model, performance bonds and guarantee funds, embedded derivatives, +2 more
6 terms
Consolidated Audit Trail regulatory
"The notes receivable relates to the Consolidated Audit Trail (“CAT”), which involves..."
A consolidated audit trail is a central, time-stamped record that captures every order, trade, cancellation and routing decision across trading venues, producing a single, searchable timeline of market activity. Investors benefit because it helps regulators and market participants spot errors, abusive behavior or system breakdowns more quickly—like having a continuous security-camera recording of market events that improves transparency, oversight and confidence.
Executed Share Model regulatory
"the SEC approved a revised funding model (“2023 Funding Order”), called the “Executed Share Model,”..."
performance bonds and guarantee funds financial
"clearing members are required to provide margin and security deposits... as performance bonds and guarantee funds..."
embedded derivatives financial
"BSX concluded that the rights to receive Pyth tokens contained embedded derivatives that require separate accounting..."
An embedded derivative is a hidden financial option or payout rule built into a larger contract—like a bond, loan, or supply agreement—that makes part of the deal behave like a separate financial bet whose value swings with interest rates, currencies, commodity prices, or a company’s stock. Investors care because these built‑in features can change reported assets, liabilities and profits and add unexpected risk or upside, like finding a bonus or penalty clause inside a rental lease.
Designated Contract Market regulatory
"MIAX Futures is a Designated Contract Market (“DCM”) and a Derivatives Clearing Organization..."
A designated contract market is a regulated, public exchange where standardized futures and options contracts are bought and sold, similar to a supervised marketplace with clear rules and a referee to enforce them. It matters to investors because trading on such an exchange provides transparent prices, predictable contract terms and built‑in safeguards that reduce counterparty risk, making it easier to assess value and execute trades reliably.
Derivatives Clearing Organization regulatory
"MIAX Futures is a Designated Contract Market (“DCM”) and a Derivatives Clearing Organization (“DCO”)..."
A derivatives clearing organization is a regulated financial middleman that stands between buyers and sellers of futures, options, and other contracts to make sure trades are completed even if one side cannot pay. It collects collateral, nets offsetting positions, and runs backup plans for defaults, like an insurance pool for trades. Investors care because it reduces the chance of sudden losses from a counterparty failure, supports market liquidity, and makes derivatives trading safer and more reliable.
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FAQ
How did Miami International Holdings (MIAX) perform financially in Q2 2026?
MIAX generated 387,629 in total revenues (dollars in thousands) for Q2 2026, up from 327,784. Revenues less cost of revenues rose to 141,113, net income was 44,208, and diluted EPS improved to 0.40 from 0.30 a year earlier.
What drove the large increase in Miami International Holdings (MIAX) earnings for the first half of 2026?
First‑half 2026 net income jumped to 214,432 (thousands) from 2,107. Key contributors were higher trading‑related revenues, a 50,570 gain on selling 90% of MIAXdx, and an income tax benefit of 85,603, partly offset by a 30,000 litigation settlement expense.
What is the status and financial impact of the Nasdaq litigation on MIAX?
MIAX and Nasdaq fully resolved their dispute, with all claims dismissed with prejudice. MIAX recorded a 30,000 (thousands) litigation settlement payable and related expense in 2026, which was paid on July 20, 2026, removing this ongoing legal overhang.
How strong is Miami International Holdings (MIAX) balance sheet and debt position as of June 30, 2026?
As of June 30, 2026, MIAX held 804,289 in cash, cash equivalents, segregated and restricted cash (thousands) and total stockholders’ equity of 1,150,301. Debt was very modest, with notes payable of 1,514 (thousands) and no long‑term debt outstanding.
What major strategic transactions has Miami International Holdings (MIAX) completed recently?
On January 20, 2026, MIAX sold 90% of MIAXdx (LedgerX) to a Robinhood–SIG joint venture, retaining 10% with put and call rights tied to predetermined valuations. In June 2025, it acquired TISEG, adding The International Stock Exchange and expanding its international footprint.
How concentrated is Miami International Holdings (MIAX) revenue among key customers?
MIAX’s top three customers generated 166,600 of 387,629 total revenue (thousands) in Q2 2026, representing 16%, 15% and 12% of revenue. For the first half of 2026, these three customers contributed 333,300 of 757,319 revenue (thousands) on the same percentage basis.
What is MIAX’s exposure to crypto-related assets such as Pyth tokens?
Through BSX, MIAX received rights to 500 million Pyth tokens. By June 30, 2026, unlocked Pyth digital assets had a fair value of 4,753 (thousands) and remaining locked-token derivatives were valued at 3,819 (thousands), with fair‑value changes flowing through non‑operating income.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
___________________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-42805
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
(609 ) 897-7300
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
Class | July 31, 2026 | |||||||
| Common stock, par value $0.001 per share | ||||||||
Table of Contents
Table of Contents
| Page | |||||
Part I - Financial Information | 4 | ||||
Item 1. Financial Statements (unaudited) | 4 | ||||
Condensed Consolidated Balance Sheets - As of June 30, 2026 and December 31, 2025 | 4 | ||||
Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2026 and 2025 | 5 | ||||
Condensed Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2026 and 2025 | 6 | ||||
Condensed Consolidated Statements of Changes in Stockholders’ Equity - Three and Six Months Ended June 30, 2026 and 2025 | 7 | ||||
Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025 | 9 | ||||
Notes to Condensed Consolidated Financial Statements | 11 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 44 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 86 | ||||
Item 4. Controls and Procedures | 89 | ||||
Part II - Other Information | 90 | ||||
Item 1. Legal Proceedings | 90 | ||||
Item 1A. Risk Factors | 90 | ||||
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds | 90 | ||||
Item 3. Defaults Upon Senior Securities | 90 | ||||
Item 4. Mine Safety Disclosures | 90 | ||||
Item 5. Other Information | 90 | ||||
Item 6. Exhibits | 92 | ||||
Signatures | 93 | ||||
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TRADEMARK AND OTHER INFORMATION
The terms “MIAX,” the “Company,” “we,” “us” and “our” refer to Miami International Holdings, Inc. (“MIH”), together with our wholly-owned subsidiaries. The term “MIAX Exchanges” refers to our SEC regulated exchanges, each a “MIAX Exchange”: Miami International Securities Exchange, LLC (“MIAX Options”), MIAX Pearl, LLC (“MIAX Pearl”), the equities trading facility of MIAX Pearl (“MIAX Pearl Equities”), MIAX Emerald, LLC (“MIAX Emerald”) and MIAX Sapphire, LLC (“MIAX Sapphire”).
We own MIAX®, MIAX Options®, MIAX Pearl®, MIAX Emerald®, MIAX Sapphire® and MIAX Futures® as trademarks or service marks in the United States and certain other jurisdictions. TINI™ is currently pending.
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report, including logos, artwork, and other visual displays, may appear without the ® or ™ symbols, but in the case of our trademarks and trade names or those of our licensors, such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.
This Quarterly Report contains estimates and information concerning our industry, including market position, market size and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we are responsible for all of the disclosure contained in this Quarterly Report and we believe the information from the industry publications and other third-party sources included in this Quarterly Report is reliable, we have not independently verified the accuracy or completeness of the data contained in such sources. Similarly, while we believe our management estimates to be reasonable, they have not been verified by any independent sources. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” in Part II, Item 1A of this Quarterly Report and our other filings with the Securities and Exchange Commission (“SEC”). These and other factors could cause results to differ materially from those expressed in these publications and reports.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. All statements that reflect our expectations, assumptions or projections about the future other than statements of historical fact are forward-looking statements, including statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in this Quarterly Report and other filings with the SEC.
While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Some factors that could cause actual results to differ include:
•our expectations regarding our operating and financial results and performance, competitive position, including pricing within our industry and our ability to maintain profitability and generate profitable growth over time;
•the sufficiency of our existing capital resources to fund our future operating expenses;
•the timing and success of our new products and product offerings;
•changes to the regulatory environment and compliance with law and regulations;
•our ability to attract trading volume to our exchanges;
•our ability to maintain order flow from our order flow providers;
•revenues from our market data fees and access and capacity fees;
•our dependence on third parties;
•changes in user preferences;
•our ability to attract and retain skilled management and other personnel;
•our ability to minimize the risks, including credit and default risks, associated with operating a clearing house;
•the growth of our business through offering new services and product offerings and acquisitions or strategic alliances;
•our ability to invest in technology and keep up with rapid technological changes affecting our industry;
•the impairment of our goodwill, other intangible assets or investments;
•the efficacy of our risk management methods;
•litigation risks and other liabilities;
•our ability to protect our intellectual property rights and avoid violating the intellectual property rights of others; and
•the impact on our business of global economic, political and financial market events or conditions, including regional conflicts and war.
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For a detailed discussion of these and other factors that might affect our performance, see Part II, Item 1A of this Quarterly Report. We do not undertake, and expressly disclaim, any duty to update any forward-looking statement whether as a result of new information, future events or otherwise, except as required by law. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this filing.
The Company uses its Investor Relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this Quarterly Report.
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Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (unaudited)
(dollars in thousands, except share amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||||||||
| Assets | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||
| Cash and securities segregated under federal and other regulations | |||||||||||||||||
| Accounts receivable, net | |||||||||||||||||
| Restricted cash | |||||||||||||||||
| Clearing house performance bonds and guarantee funds | |||||||||||||||||
| Receivables from broker-dealers, futures commission merchants, and clearing organizations | |||||||||||||||||
| Current portion of derivative assets | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Assets held for sale | |||||||||||||||||
| Total current assets | |||||||||||||||||
| Investments | |||||||||||||||||
| Fixed assets, net | |||||||||||||||||
| Internally developed software, net | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other intangible assets, net | |||||||||||||||||
| Deferred tax asset, net | |||||||||||||||||
| Derivative assets, net of current portion | |||||||||||||||||
| Other assets, net | |||||||||||||||||
| Total assets | $ | $ | |||||||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||
| Current liabilities: | |||||||||||||||||
| Accounts payable and other liabilities | $ | $ | |||||||||||||||
| Accrued compensation payable | |||||||||||||||||
| Current portion of long-term debt | |||||||||||||||||
| Deferred transaction revenues | |||||||||||||||||
| Clearing house performance bonds and guarantee funds | |||||||||||||||||
| Payables to customers | |||||||||||||||||
| Payables to clearing organizations | |||||||||||||||||
| Liabilities held for sale | |||||||||||||||||
| Total current liabilities | |||||||||||||||||
| Deferred income taxes | |||||||||||||||||
| Other non-current liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Commitments and contingencies (Note 15) | |||||||||||||||||
| Stockholders’ equity: | |||||||||||||||||
Common stock - voting and nonvoting, par value $ | |||||||||||||||||
Common stock in treasury, at cost, | ( | ( | |||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Accumulated deficit | ( | ( | |||||||||||||||
| Accumulated other comprehensive loss, net | ( | ( | |||||||||||||||
| Total stockholders’ equity | |||||||||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (unaudited)
(dollars in thousands, except share and per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Transaction and clearing fees | $ | $ | $ | $ | |||||||||||||||||||
| Access fees | |||||||||||||||||||||||
| Market data fees | |||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
| Liquidity payments | |||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | |||||||||||||||||||||||
| Section 31 fees | |||||||||||||||||||||||
| Other cost of revenues | |||||||||||||||||||||||
| Total cost of revenues | |||||||||||||||||||||||
| Revenues less cost of revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Compensation and benefits | |||||||||||||||||||||||
| Information technology and communication costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Occupancy costs | |||||||||||||||||||||||
| Professional fees and outside services | |||||||||||||||||||||||
| Marketing and business development | |||||||||||||||||||||||
| Acquisition-related costs | |||||||||||||||||||||||
| Litigation settlement | |||||||||||||||||||||||
| General, administrative, and other | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||
| Change in fair value of puttable common stock | ( | ( | |||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | ( | ( | ( | ( | |||||||||||||||||||
| Loss on sale of intangible asset | ( | ( | |||||||||||||||||||||
| Unrealized loss on derivative and digital assets | ( | ( | ( | ( | |||||||||||||||||||
| Gain on sale of business | |||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||
| Income before income tax provision | |||||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | |||||||||||||||||||||
| Net income attributable to Miami International Holdings, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average shares of common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income per share attributable to common stock | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(dollars in thousands)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
Foreign currency translation adjustments, net of tax expense of $ | ( | ||||||||||||||||||||||
| Comprehensive income attributable to Miami International Holdings, Inc., net of tax | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)
(dollars in thousands, except share amounts)
| Convertible Preferred Stock | Common Stock - Voting and Nonvoting | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive income (loss), net | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - warrant exercises | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee & Director stock transactions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock from employee stock incentive plans | — | — | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of repurchased common stock from employee stock incentive plans | — | — | ( | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of interest payable in common stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of cancellations and forfeitures | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - warrant exercises | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee & Director stock transactions | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock from employee stock incentive plans | — | — | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of cancellations and forfeitures | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) (continued)
(dollars in thousands, except share amounts)
| Convertible Preferred Stock | Common Stock - Voting and Nonvoting | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated other comprehensive income (loss), net | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - warrant exercises | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee & Director stock transactions | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of repurchased common stock from employee stock incentive plans | — | — | ( | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock from employee stock incentive plans | — | — | — | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of puttable common stock into non-puttable common stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of cancellations and forfeitures | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock reacquired in exchange for pre-funded warrant | — | — | ( | ( | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock - warrant exercises | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Employee & Director stock transactions | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation, net of cancellations and forfeitures | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (unaudited)
(dollars in thousands)
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Amortization of debt discount and issue cost | |||||||||||
| Settlement of interest payable in common stock | |||||||||||
| Depreciation and amortization | |||||||||||
| Share based compensation expense | |||||||||||
| Provision for accounts receivable credit losses | ( | ||||||||||
| Provision for deferred income taxes | ( | ||||||||||
| Impairment of long-lived assets | |||||||||||
| Change in fair value of puttable common stock | |||||||||||
| Change in fair value of puttable warrants issued with debt | |||||||||||
| Unrealized loss (gain) on equity securities owned | ( | ||||||||||
| Realized loss on sale of intangible assets | |||||||||||
| Proceeds from sale of Pyth tokens | |||||||||||
| Unrealized loss on derivative and digital assets | |||||||||||
| Gain on sale of business | ( | ||||||||||
| Other | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Clearing house performance bonds and guarantee funds | ( | ||||||||||
| Participant margin deposits | ( | ||||||||||
| Receivables from broker-dealers, futures commission merchants, and clearing organizations | ( | ||||||||||
| Other current assets | |||||||||||
| Other assets | |||||||||||
| Accounts payable and other liabilities | |||||||||||
| Accrued compensation payable | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Deferred transaction revenue | |||||||||||
| Payables to customers | ( | ( | |||||||||
| Payables to clearing organizations | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Capitalization of internally developed software | ( | ( | |||||||||
| Return of capital from non-marketable equity securities | |||||||||||
| Proceeds from sale of business, net of cash and cash equivalents sold | |||||||||||
| Purchase of certificates of deposits | ( | ||||||||||
| Purchases of investments | ( | ||||||||||
| Cash paid for acquisitions, net of cash acquired | ( | ||||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from debt issuance, net of debt discount and lender issuance costs | |||||||||||
| Payment of other debt issuance costs | ( | ||||||||||
| Repayment of capital lease obligations | ( | ( | |||||||||
| Repurchases of common stock from employee stock incentive plans | ( | ( | |||||||||
| Proceeds from issuance of common stock and convertible preferred stock | |||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Increase in cash, cash equivalents, segregated cash, and restricted cash | |||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (unaudited) (continued)
(dollars in thousands)
| Cash, cash equivalents, segregated cash and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, segregated cash, and restricted cash at end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash segregated under federal and other regulations | |||||||||||
| Restricted cash | |||||||||||
| Restricted cash (clearing house performance bonds and guarantee funds) | |||||||||||
| Restricted cash (participant margin deposits) | |||||||||||
| Total | $ | $ | |||||||||
| Supplemental disclosure of cash transactions: | |||||||||||
| Cash paid for income taxes | $ | $ | |||||||||
| Income tax refunds | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Supplemental disclosure of non-cash investing activities: | |||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | $ | |||||||||
| Assets acquired under capital leases | |||||||||||
| Non-cash amounts related to capitalized internally developed software | |||||||||||
| Total non-cash investing activities | $ | $ | |||||||||
| Supplemental disclosure of non-cash financing activities: | |||||||||||
| Conversion of puttable warrants into non-puttable warrants | |||||||||||
| Total non-cash financing activities | $ | $ | |||||||||
See accompanying notes to condensed consolidated financial statements.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
1.NATURE OF OPERATIONS
Miami International Holdings, Inc. (“MIH” or the “Company”) through its subsidiaries operates diverse markets across options, futures, and cash equities. This includes markets in U.S. options through MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire; U.S. equities through MIAX Pearl Equities (collectively, the “MIAX Exchanges”); futures and options on futures through the MIAX Futures Exchange, LLC (“MIAX Futures” formerly Minneapolis Grain Exchange) and Dorman Trading, LLC (“Dorman Trading”); and international listings through the Bermuda Stock Exchange (“BSX”) and The International Stock Exchange (“TISE”). The MIAX Exchanges, MIAX Futures and BSX are powered by the Company’s in-house built proprietary technology platform.
On January 20, 2026, the Company completed the sale of 90 % of the issued and outstanding equity in LedgerX LLC (“LedgerX”) d/b/a MIAX Derivatives Exchange (“MIAXdx”) to a joint venture established by Robinhood Markets, Inc. (“Robinhood”) in partnership with Susquehanna International Group (“SIG”). MIH has retained 10 % of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.
On June 5, 2025, the Company acquired The International Stock Exchange Group Limited (“TISEG”), which operates TISE, an investment exchange which is regulated by the Guernsey Financial Services Commission (“GFSC”) (“TISE Acquisition”).
On August 15, 2025, the Company closed its initial public offering (the “IPO”). The Company is headquartered in Princeton, New Jersey with principal offices in Miami, Minneapolis, Chicago, Hamilton, Bermuda and St. Peter Port, Guernsey.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts and transactions of the Company and its majority owned subsidiaries. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and the accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. As of June 30, 2026, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in its audited annual consolidated financial statements for the year ended December 31, 2025.
Use of Estimates
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates are based on historical experience, and other assumptions that management believes to be reasonable under the circumstances, which together form the basis for making judgments about the carrying values of assets and liabilities.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
Segment Information
The Company has four business segments: Options, Equities, Futures and International, which is reflective of how the Company’s chief operating decision-maker (“CODM”) reviews and operates the business. See Note 18 - Segment Reporting for more information. Substantially all of the Company’s revenues and assets are attributed to or located in the United States.
Recent Accounting Pronouncements
Recent Accounting Pronouncements – Adopted by the Company
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 350-60”), which addresses the accounting and disclosure requirements for certain crypto assets. The amendments are effective for fiscal years beginning after December 15, 2024, including interim periods within that year, which require the Company to measure crypto assets that meet the scope criteria at fair value and to reflect changes in fair value in net income each reporting period. The amendments in ASU 350-60 also require the Company to present crypto assets measured at fair value separately from other intangible assets on the balance sheet and changes in the fair value measurement of crypto assets separately from changes in the carrying amounts of other intangible assets on the income statement. The adoption of the standard beginning fiscal year 2025, did not have any material impact on the Company’s condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends annual income tax disclosure requirements to include disaggregated information about the Company’s effective tax rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 retrospectively beginning fiscal year 2025 and included the necessary disclosures in its annual consolidated financial statements for the year ended December 31, 2025. ASU 2023-09 did not have any impact on the Company’s financial position or results of operations. The disclosures are required on an annual basis and therefore had no impact on the Company’s interim condensed consolidated financial statements.
Recent Accounting Pronouncements - Not yet adopted by the Company
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company expects to adopt the update for the annual financial statements issued for the year ending December 31, 2027 and is currently evaluating the impact of adopting the standard on the consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. The accounting improvements replace the development-stage-based guidance with a principles-based “probable-to-complete” capitalization threshold and clarify disclosure requirements for capitalized internal-use software. ASU 2025-06 is effective for annual periods beginning after December 15, 2027 and for interim reporting periods within those annual periods, with early adoption permitted. The Company expects to adopt the update for the interim and annual financial statements issued for the year ending December 31, 2028 and is currently evaluating the impact of adopting the standard on the consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) - Narrow Scope Improvements which amends and clarifies the interim disclosure requirements of ASC 270. The standard provides clarity about current requirements to help entities determine whether disclosures not specified in ASC 270 should be provided in interim reporting periods. This update is effective for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this standard on the condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements which makes improvements to the Accounting Standards Codification ("ASC") for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
3.BUSINESS COMBINATIONS AND DISPOSITIONS
TISE Acquisition
On June 5, 2025, the Company through one of its wholly-owned subsidiaries completed its acquisition of TISEG, an entity that provides financial markets and securities services to public and private companies through operation of an investment exchange known as TISE. TISE is regulated by the GFSC and headquartered in Guernsey. The acquisition of TISE provides the Company access to the European and UK markets, as well as access to another vertically integrated market ecosystem.
Prior to the TISE Acquisition, the Company, through one of its wholly-owned subsidiaries owned 29.46 % of the issued ordinary share capital in TISE. The Company remeasured such pre-existing equity interest at fair value of $25.5 million based on the purchase price. The total cash consideration paid for the remaining issued and to be issued ordinary share capital of TISE was £51.5 million ($69.7 million).
The acquisition was accounted for as a business combination. Assets acquired totaled approximately $116.1 million, including $18.0 million of goodwill and $76.0 million of intangible assets. The goodwill generated in the acquisition is not tax deductible. Total liabilities assumed amounted to approximately $20.9 million.
For the three and six months ended June 30, 2025, the Company incurred acquisition costs of $2.2 million and $2.9 million, respectively. These costs included legal and other professional services directly related to the acquisition of TISE and were recognized in acquisition-related costs in the Company's condensed consolidated statements of operations.
Disposition of MIAXdx
On November 25, 2025, M 7 Holdings, a wholly-owned subsidiary of the Company, entered into a definitive agreement to sell 90 % of the issued and outstanding equity of MIAXdx to a joint venture established by Robinhood in partnership with SIG. The Company has retained 10 % of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC (“Rothera”) (such transaction, the “MIAXdx Transaction”). The sale of MIAXdx closed on January 20, 2026. See Note 6 - Investments for further details on the Company’s equity interest in Rothera.
The total assets of $41.0 million and total liabilities of $2.8 million of MIAXdx were segregated and presented separately as assets held for sale and liabilities held for sale, respectively, in the condensed consolidated balance sheet as of December 31, 2025. The assets held for sale were recorded at their carrying value as it was lower than the estimated fair value less cost to sell.
4.REVENUE RECOGNITION
The Company primarily generates revenues by assessing fees to its member firms for the services it renders, which include providing access to its exchanges, enabling transaction-based trading on its exchanges, and providing access to various market data. Revenue for the Company’s services are recognized as control of the services are transferred to the customer. The amount recognized is the amount that reflects the consideration the Company expects to be entitled to in exchange for its services.
The Company determines the transaction price at the outset of the arrangement based on the contractual and payment terms associated with the transaction. The typical term for the Company’s contracts with customers ranges from the time it takes to complete a single transaction to one month, depending on the service being provided. Customers are usually billed each month in arrears with standard payment terms, although the Company does occasionally bill customers in advance. Fees associated with each contract are fixed within the month in which the service is provided. The Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service that is distinct — i.e., if such service is separately identifiable and if a customer can benefit from it on its own or with other resources that are readily available to the customer.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
Transaction and clearing fees: Transaction fees represent fees the Company charges to its exchange member firms, as customers, for the performance obligation of executing a trade on the Company’s exchanges and comprise the majority of the Company’s revenues. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis in accordance with the Company’s published fee schedules. Transaction fees also include Dorman Trading’s sales and brokerage commissions generated by customers’ trading activity on options and futures. Commission revenue is reported on a gross basis as the Company is responsible for the execution of the customers’ purchases and sales and maintaining relationships with exchanges. Transaction fees are recognized across all operating segments and are recorded as transactions occur on a trade-date basis.
Clearing fees, which include settlement fees, are charged by the Company for transactions cleared by MIAX Futures, Dorman Trading and BSX. Clearing fees can be variable based on cleared volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded and billed on a monthly basis in accordance with the Company’s published fee schedules. Clearing fees that are passed through to the customers’ accounts are reported gross on the Company’s condensed consolidated statements of operations as the Company maintains control over the clearing and execution services provided, maintains relationships with the exchanges or clearing brokers, and has ultimate discretion in whether the fees are passed through to the customers and the rates at which they are passed through. Clearing fees are recognized in the Futures segment for MIAX Futures and Dorman Trading and in the International segment for BSX and are recorded as transactions are cleared.
Tiered discounts are offered to customers based on the amount of trades that are executed on the Company’s exchanges. As these are volume driven, they reduce the transaction price and are recorded net within transaction fees on the condensed consolidated statements of operations. Liquidity payments paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as liquidity payments, which are classified within cost of revenue in the condensed consolidated statements of operations.
Transaction and clearing fees also result in regulatory fees. Regulatory fees include the options regulatory fee (“ORF”) and Section 31 fees. ORF is in place to fund the Company’s regulatory oversight function of the exchange marketplace and is determined based on the number of customer contracts and cannot be used for non-regulatory purposes. Section 31 fees are transaction fees charged by the SEC to the exchanges. The Section 31 fees charged to customers are based on the fee set by the SEC per notional value of transactions executed on the Company’s securities markets and are calculated and billed monthly. The Section 31 fees collected by the Company are ultimately payable to the SEC and are therefore classified within cost of revenue in the condensed consolidated statements of operations. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment with the fee reverting to a new rate once legislation for fiscal year 2026 appropriation was enacted. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales.
Access fees: Access fees include fees assessed for allowing customers, which include exchange member firms and non-member firms, to connect their networks to one of the Company’s exchanges or to an external exchange for a specified period of time. Fees for these services are assessed to customers for the opportunity to trade as member firms, or in the case of non-member firms to provide these services to member firms and use other related functions of the exchanges. Access fees are billed monthly in accordance with the Company’s published fee schedules and recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments.
Market data fees: Market data fees include making market data available to customers either through direct subscriptions, through third party platforms or through the Company’s participation in the Consolidated Tape Association (“CTA”) Plan, the Unlisted Trading Privileges (“UTP”) Plan, and the Consolidated Quotation System (“CQS”) Plan and the Options Price Regulatory (“OPRA”) Plan (collectively the “U.S. Tape Plans”). Market data revenue includes distributions from the U.S. Tape Plans, which is distributed based upon each individual exchange’s market share of U.S. volume, trades, and/or quotes. Market data revenue also includes market data revenue earned from the sale of proprietary market data directly to the customer on a subscription or ad-hoc basis or from third parties where the Company is the principal in the transaction. Market data revenue is recognized in the period the data is provided. U.S. Tape Plan market data is recognized in the Options and Equities segments. Proprietary market data fees are recognized across all operating segments.
Other revenue: Other revenue primarily includes initial and annual listing fees from TISE, MIAX Futures and BSX listings, member fines, office rental income and interest income from MIAX Futures and Dorman Trading clearing
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
operations. Initial listing fees are billed upfront and recognized as revenue when the performance obligations are satisfied upon the listing becoming effective, which occurs shortly after the contract execution. Annual listing fees are recognized on a straight-line basis over the period to which the fee relates. Member fines are not available for general corporate purposes and can only be used to offset the cost of the MIAX Exchange’s regulatory operations.
Consideration payable to a customer: As discussed in the transaction and clearing fees section above, liquidity payments are accounted for as consideration payable to a customer and are recorded separately as liquidity payments within cost of revenues in the condensed consolidated statements of operations in the period in which the payment is earned by the customer and the payment is provided. In certain instances, including for new segments and proprietary products, liquidity payments may exceed transaction fees resulting in inverted pricing. The Company considers liquidity payments to be a distinct transaction. The Company believes that providing (or removing) liquidity is a distinct service that is provided by customers, as the Company benefits from having an enhanced liquidity pool available on its markets, and that it is separately identifiable given its separation on the published fee schedules. The Company believes that the enhanced liquidity pool attracts order flow and promotes order execution on the Company’s trading platforms. Through enhanced order flow, and therefore higher market share, the Company also earns additional market data fees and access fees.
The following table summarizes revenue disaggregated by the Company’s Options, Equities, Futures and International segments and the Corporate and Other unit (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate & Other | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
Transaction and clearing fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Access fees | ( | ||||||||||||||||||||||||||||||||||
| Market data fees | ( | ||||||||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate & Other | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
Transaction and clearing fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Access fees | ( | ||||||||||||||||||||||||||||||||||
| Market data fees | ( | ||||||||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate & Other | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Access fees | ( | ||||||||||||||||||||||||||||||||||
| Market data fees | ( | ||||||||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||||||||
Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate & Other | Consolidated | ||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
Transaction and clearing fees | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Access fees | ( | ||||||||||||||||||||||||||||||||||
| Market data fees | ( | ||||||||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Timing of revenue recognition | |||||||||||||||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Services transferred over time | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Deferred transaction revenue consists of prepaid transaction and non-transaction fees which are recognized as revenue when earned. During the six months ended June 30, 2026, the Company received prepaid fees of $11.7 million and recognized deferred transaction revenue of $12.6 million. During the six months ended June 30, 2025, the Company received prepaid fees of $4.0 million and recorded $6.4 million as part of the TISE Acquisition and recognized deferred transaction revenue of $3.0 million.
Concentration of revenue: For the three months ended June 30, 2026, the Company derived $166.6 million of the $387.6 million in total revenue from three customers, with such customers accounting for 16 %, 15 % and 12 % of the Company’s total revenue. For the six months ended June 30, 2026, the Company derived $333.3 million of the $757.3
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Notes to Condensed Consolidated Financial Statements (unaudited)
million in total revenue from three customers, with such customers accounting for 16 %, 16 % and 12 % of the Company’s total revenue.
For the three months ended June 30, 2025, the Company derived $149.7 million of the $327.8 million in total revenue from three customers, with such customers accounting for 20 %, 14 % and 11 % of the Company’s total revenue. For the six months ended June 30, 2025, the Company derived $293.3 million of the $654.9 million in total revenue from three customers, with such customers accounting for 19 %, 14 % and 12 % of the Company’s total revenue.
Revenues from transactions with the top three customers for the three and six months ended June 30, 2026 and 2025 are reported primarily within the Options segment. No customer is contractually or otherwise obligated to continue to use the Company’s services. The loss of, or a significant reduction of, participation by these customers may have a material adverse effect on the Company’s business, financial position, results of operations and cash flows.
5.RECEIVABLE FROM BROKER-DEALERS, FUTURES COMMISSION MERCHANTS AND CLEARING ORGANIZATIONS
Receivable from and payable to broker-dealers, futures commission merchants and clearing organizations are as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Assets | |||||||||||
Receivable from broker-dealers and futures commission merchants | $ | $ | |||||||||
Receivable from clearing organizations | |||||||||||
Cash margin | |||||||||||
Cash guarantee deposits | |||||||||||
Total receivable from broker-dealers, futures commission merchants and clearing organizations | $ | $ | |||||||||
Liabilities | |||||||||||
Payable to clearing organizations | $ | $ | |||||||||
Total payable to clearing organizations | $ | $ | |||||||||
6.INVESTMENTS
From time to time the Company makes investments in entities of strategic relevance. These investments primarily consist of illiquid and non-controlling positions in entities with no readily determinable fair value, which are carried at cost less any impairment and are adjusted for observable price changes from orderly transactions for identical or similar securities. As of June 30, 2026 and December 31, 2025, the carrying amount of investments made by the Company was $28.9 million and $19.2 million, respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
7.FIXED ASSETS AND INTERNALLY DEVELOPED SOFTWARE, NET
Fixed assets and internally developed software, net consisted of the following (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Fixed assets, net: | |||||||||||
Land | $ | $ | |||||||||
Building and improvements | |||||||||||
Furniture and equipment | |||||||||||
Leasehold improvements | |||||||||||
Purchased software | |||||||||||
Less: Accumulated depreciation and amortization | ( | ( | |||||||||
Total fixed assets, net | $ | $ | |||||||||
Internally developed software, net: | |||||||||||
Capitalized internal-use software | $ | $ | |||||||||
Less: Accumulated depreciation and amortization | ( | ( | |||||||||
Total internally developed software, net | $ | $ | |||||||||
Depreciation and amortization expense for fixed assets and internally developed software for the three and six months ended June 30, 2026 was $8.5 million and $16.1 million, respectively, and for the three and six months ended June 30, 2025 was $6.7 million and $12.7 million, respectively.
During the second quarter of 2025, the Company recognized an impairment charge of $0.7 million to building and improvements which was included in general, administrative, and other within operating expenses in the condensed consolidated statement of operations and reported under the Corporate and Other unit (see Note 18 - Segment Reporting). There was no impairment to fixed assets during the six months ended June 30, 2026.
8.OTHER ASSETS, NET
The following table presents the components of other assets (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Notes receivable, net of $ | $ | $ | |||||||||
Right of use asset | |||||||||||
| Digital assets (see Note 11) | |||||||||||
Exchange memberships and stock, at cost | |||||||||||
Prepaid membership fees | |||||||||||
Other | |||||||||||
Total other assets, net | $ | $ | |||||||||
The notes receivable relates to the Consolidated Audit Trail (“CAT”), which involves the creation of an audit trail to enhance regulators’ ability to monitor trading activities in the U.S. markets through a phased implementation. The funding for the development and operation of the CAT was provided by the Self-Regulatory Organizations (“SROs”), which include the Company’s exchanges and by broker-dealers in exchange for promissory notes, a portion of which are expected to be repaid by Consolidated Audit Trail, LLC (“CAT LLC”).
In 2016, the SEC approved a plan to establish CAT to improve regulators’ ability to monitor trading activity. Each of the MIAX Exchanges is a participant in the CAT NMS Plan, which governs the collection, consolidation, and retention of all information reported to CAT pursuant to Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 613 for securities listed on the MIAX Exchanges. In 2018, the first phase of CAT went live and required SRO participants to
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Notes to Condensed Consolidated Financial Statements (unaudited)
begin reporting to the CAT. The SRO participants jointly own a limited liability company, CAT LLC, which conducts the activities of the CAT. Implementation and operation of the CAT has resulted in significant expenditures by the MIAX Exchanges.
On September 6, 2023, the SEC approved a revised funding model (“2023 Funding Order”), called the “Executed Share Model,” for the SRO participants and the industry to share CAT costs. The Executed Share Model established a framework that SRO plan participants may use to recover the costs to create, develop, and maintain the CAT, as well as a method for allocating CAT costs among the SRO participants and the industry. Prior to the effectiveness of the Executed Share Model, funding was provided solely by the SROs, partly in exchange for promissory notes.
Under the Executed Share Model, the SRO participants were able to submit filings pursuant to Section 19(b) of the Exchange Act to impose fees on the industry members. Details of the fees, including the budgeted prospective CAT costs and certain of the costs previously covered entirely by the SRO participants, were required to be provided in those Section 19(b) filings. On October 17, 2023, the 2023 Funding Order was challenged in the 11th Circuit U.S. Court of Appeals (“11th Circuit”).
In August 2024, the SRO participants submitted filings with the SEC to recoup certain historical CAT costs incurred prior to January 1, 2022, and prospective CAT costs from July 26, 2024, through December 31, 2024. In December 2024, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from January 1, 2025, through June 30, 2025. In June 2025, the SROs submitted filings with the SEC to recoup certain prospective CAT costs from July 1, 2025, through December 31, 2025. On July 25, 2025, the 11th Circuit issued an opinion that the Executed Share Model is arbitrary and in violation of the Administrative Procedures Act. The 11th Circuit thus vacated the 2023 Funding Order, stayed the decision for sixty days after issuance of the mandate, and remanded the matter to the SEC for further proceedings consistent with their opinion.
On September 5, 2025, CAT LLC filed with the SEC a proposed amendment to implement a revised funding model (the “Amendment”). On November 21, 2025, the SEC issued an order instituting proceedings to determine whether to approve or disapprove the Amendment. On March 16, 2026, the SEC approved the proposed revised funding model addressing the 11th Circuit’s concerns and limited the funding model’s operation to two years while the SEC conducts a comprehensive review of the CAT. The SEC’s approval order also requires that historical costs must be recouped over a period of two to five years. That means historical costs cannot be fully recouped if the collection period is shortened beyond the approval order’s two-year limitation. The SRO participants submitted rule filings to the SEC on behalf of CAT LLC to begin collecting fees from industry members beginning with transactions occurring as of May 1, 2026 to recoup historical costs and to cover prospective costs.
On March 25, 2026, petitioners American Securities Association and Citadel Securities LLC filed a new petition for review in the 11th Circuit of the SEC’s approval of the CAT’s revised funding model, which included a motion to stay on the CAT fees. On July 14, 2026, the 11th Circuit denied petitioners’ motion to stay, enabling the SROs, including the MIAX Exchanges, to continue charging both historical and prospective CAT fees while the litigation is pending. If the new petition is successful, the MIAX Exchanges could be required to stop charging both historical and prospective CAT fees. As a result, the SROs, including the MIAX Exchanges, may continue to incur significant costs and not be reimbursed for prospective and historical CAT costs.
On September 30, 2025, the SEC issued an order allowing the SRO participants to reduce CAT operating costs while retaining the CAT’s core regulatory functionality. On December 18, 2025, CAT LLC filed with the SEC a proposed amendment to further reduce CAT operating costs. On March 27, 2026, the SEC approved this proposed amendment.
On April 16, 2024, certain plaintiffs petitioned the United States District Court for the Western District of Texas Waco Division to completely shut down CAT based on constitutional grounds (“Waco Case”). The Waco Case was stayed until January 15, 2026. On January 15, 2026, certain of the defendants motioned the court to continue the stay until July 2026, which plaintiffs oppose. The Waco Case is still pending, and may result in the CAT SRO participants being unable to recoup any CAT costs, as well as incurring addition costs related to CAT.
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Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents the change in the notes receivable, net of allowance for the notes receivable for the six months ended June 30, 2026 (in thousands):
| Balance at December 31, 2025, net of allowance for credit losses | $ | ||||
Notes issued, net of allowance for credit losses | |||||
Repayments | ( | ||||
| Balance at June 30, 2026, net of allowance for credit losses | $ | ||||
The allowance for notes receivable associated with CAT is calculated primarily based on the structure of the notes and potential outcomes under the CAT funding model.
The following represents the change in allowance for notes receivable for the six months ended June 30, 2026 (in thousands):
| Balance at December 31, 2025 | $ | ( | |||
Provision for uncollectible amount | |||||
Write-offs charged against the allowance | |||||
Recoveries collected | |||||
| Balance at June 30, 2026 | $ | ( | |||
9.ACCOUNTS PAYABLE AND OTHER LIABILITIES
The following table presents the components of accounts payable and other liabilities (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Accounts payable | $ | $ | |||||||||
Liquidity payments payable | |||||||||||
Litigation settlement payable (see Note 15) | |||||||||||
Accrued expenses | |||||||||||
Current portion of capital lease obligation | |||||||||||
Current portion of operating lease liability | |||||||||||
Marketing fees payable | |||||||||||
| Section 31 fees payable | |||||||||||
Accrued interest payable | |||||||||||
Accrued taxes payable | |||||||||||
Other | |||||||||||
Accounts payable and other liabilities | $ | $ | |||||||||
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Notes to Condensed Consolidated Financial Statements (unaudited)
10.DEBT OBLIGATIONS
The carrying value of the Company’s outstanding debt consisted of the following (in thousands, except for interest rate):
| Interest Rate | June 30, 2026 | December 31, 2025 | |||||||||||||||
Notes payable | $ | $ | |||||||||||||||
Total | |||||||||||||||||
Unamortized debt discount and issue cost | ( | ( | |||||||||||||||
Total debt, including current obligations | |||||||||||||||||
Current portion of long-term debt | ( | ( | |||||||||||||||
Total long-term debt | $ | $ | |||||||||||||||
2029 Senior Secured Term Loan
In August 2024, the Company entered into a $100 million senior secured term loan (the “2029 Senior Secured Term Loan”), which bore interest at 12.90 % per annum and was scheduled to mature in August 2029. In June 2025, the Company entered into an amendment to obtain an additional $40 million incremental term loan on substantially similar terms.
In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with exercise prices equal to $7.15 and $8.55 per share, respectively. The warrants had an associated put right in which the lenders had the right to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right terminated upon the completion of the Company’s IPO in August 2025.
Prior to the IPO, the puttable warrants were classified as a liability and remeasured at fair value each reporting period, with any change in the fair value recognized as a component of non-operating income (expense) in the condensed consolidated statements of operations. Upon completion of the IPO, the puttable warrant liability was reclassified to equity.
On August 18, 2025, the Company used proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan, including the incremental term loan, for total consideration of $178.4 million, which included accrued interest and a prepayment premium. The Company recorded a loss on debt extinguishment of $107.7 million during the year ended December 31, 2025.
In December 2025, in connection with a secondary offering completed by the Company, the lenders exercised an aggregate of 3,690,079 warrants on a cashless basis, resulting in the issuance of 3,065,826 shares of the Company’s common stock. During the first quarter of 2026, the lenders exercised the remaining outstanding warrants.
The Company recognized $4.6 million and $8.8 million of interest expense related to the 2029 Senior Secured Term Loan during the three and six months ended June 30, 2025, respectively, including $1.2 million and $2.1 million related to the accretion of the debt discounts and deferred financing costs, respectively.
Convertible loans
During the year ended December 31, 2020, the Company issued a 9.5 % convertible loan for $5.0 million to an existing stockholder due five years from the date of issuance. Interest was payable quarterly and the loan was convertible into the Company’s common stock at the option of the holder at a price of $16.00 per share. In December 2025, the lender converted the entire $5.0 million of outstanding principal into 312,500 shares of common stock at a conversion price of $16.00 per share. The total accrued and unpaid interest was $0.1 million as of the date of conversion, which was converted into 5,287 shares of the Company's common stock. The Company recognized interest expense amounting to $0.2 million and $0.4 million related to the convertible loans for the three and six months ended June 30, 2025, respectively.
Notes Payable
In December 2023, the Company issued a $1.5 million promissory note at an interest rate of 8 % to an existing stockholder due three years from the date of issuance. Interest is payable on a semi-annual basis in cash or shares of the
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Notes to Condensed Consolidated Financial Statements (unaudited)
Company’s common stock at the price of $20.50 per share at the option of the holder. The Company issued 7,408 warrants to purchase common stock at an exercise price of $20.50 per share to the lender. The fair value of the warrants issued was immaterial, which was recorded as debt discount and is being amortized over the term of the loan. Interest expense and the amortization of debt discount was immaterial both the three and six months ended June 30, 2026 and 2025.
The future expected loan repayment related to the senior secured term loan, notes payable and convertible loans as of June 30, 2026 are as follows (in thousands):
| Remainder of 2026 | $ | ||||
| 2027 and thereafter | |||||
Less: Unamortized debt discount and debt issuance costs | ( | ||||
Total | $ | ||||
Interest expense recognized on the senior secured term loans, convertible loans and notes payable, included in interest expense and amortization of debt issuance cost in the condensed consolidated statements of operations, for the six months ended June 30, 2026 and 2025 is as follows (in thousands):
| Three months ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Component of interest expense: | ||||||||||||||||||||||||||
| Contractual interest | $ | $ | $ | $ | ||||||||||||||||||||||
Amortization of debt discount and issuance cost | ||||||||||||||||||||||||||
Interest expense | $ | $ | $ | $ | ||||||||||||||||||||||
Lines of Credit
As of June 30, 2026, MIAX Futures maintains a secured line of credit with a bank for $40 million which will expire on July 27, 2027. The secured line of credit carries an interest at the bank’s prime rate of 6.75 0.25 % through July 2026. At June 30, 2026 and December 31, 2025, there were no two unsecured revolving lines of credit with a bank, one for $6.0 million and another for $4.0 million. These unsecured revolving lines of credit were terminated in the second quarter of 2026.
As of June 30, 2026, Dorman Trading maintained an unsecured revolving line of credit for $10.0 million at an interest rate equal to the bank’s prime rate. If the loans are not repaid when due, the interest rate would be determined by adding 3.0 % to the prime rate. There was no not
11.GOODWILL, INTANGIBLE ASSETS, DERIVATIVES AND DIGITAL ASSETS
The following table presents the details of goodwill by segment (in thousands):
Options | Futures | Equities | International | Total | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Foreign currency translation | ( | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Notes to Condensed Consolidated Financial Statements (unaudited)
The following table presents the details of the carrying value of intangible assets by segment (in thousands):
Options | Futures | Equities | International | Total | |||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Amortization | ( | ( | ( | ||||||||||||||||||||||||||
Foreign currency translation | ( | ( | |||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The following table presents the gross carrying value and accumulated amortization for intangible assets (in thousands):
| June 30, 2026 | |||||||||||||||||||||||||||||
| Weighted Average Remaining Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net Book Value | |||||||||||||||||||||||||
Exchange licenses | Indefinite | $ | $ | — | $ | ( | $ | ||||||||||||||||||||||
FCM license | Indefinite | — | |||||||||||||||||||||||||||
Customer relationships | ( | ( | |||||||||||||||||||||||||||
Other | — | ( | |||||||||||||||||||||||||||
Total | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||||||||
| Weighted Average Remaining Useful Life (Years) | Gross Carrying Amount | Accumulated Amortization | Foreign Currency Translation | Net Book Value | |||||||||||||||||||||||||
Exchange licenses | Indefinite | $ | $ | — | $ | ( | $ | ||||||||||||||||||||||
FCM license | Indefinite | — | |||||||||||||||||||||||||||
Customer relationships | ( | ( | |||||||||||||||||||||||||||
Other | — | ( | |||||||||||||||||||||||||||
Total | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
The Company recorded amortization expense of $0.4 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively, and $0.7 million and $0.4 million for the six months ended June 30, 2026 and 2025, respectively. The estimated future amortization expense of the intangible assets is as follows (in thousands):
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
Thereafter | |||||
| Total | $ | ||||
In 2021, BSX entered into agreements with a wholly owned subsidiary of Pyth Data Foundation (“Pyth”) to provide certain data to the Pyth Network in exchange for 500 million Pyth tokens. These tokens were locked, restricted from trading and subject to a four-year unlocking schedule commencing on May 20, 2024. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX. Accordingly, the locked Pyth tokens represent rights to receive crypto tokens.
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Notes to Condensed Consolidated Financial Statements (unaudited)
Upon becoming entitled to receive crypto tokens, BSX evaluates whether such rights contain an embedded feature that meets the definition of a derivative under Accounting Standard Codification (“ASC”) 815, Derivatives and Hedging. This assessment is performed at each reporting date based on facts and circumstances then existing.
Prior to the development of an active market for Pyth tokens during the second quarter of 2024, BSX concluded that the rights to receive Pyth tokens did not meet the definition of a derivative because there was no market mechanism to net settle the contracts. Following the establishment of an active market, BSX concluded that the rights to receive Pyth tokens contained embedded derivatives that require separate accounting under ASC 815. The embedded derivatives are measured at fair value at each reporting date and presented as derivative assets in the condensed consolidated balance sheets. Changes in fair value are recognized within non-operating (expense) income in the condensed consolidated statements of operations.
On May 20, 2024, the initial 125 million unlocked Pyth tokens were received by BSX and were sold nearly immediately for $52.6 million.
On May 20, 2025, the second tranche of the 125 million right to receive Pyth tokens were unlocked by the Pyth Network. Upon unlocking, these Pyth tokens were derecognized as derivative assets and subsequently recognized as intangible asset measured at fair value. Shortly thereafter, BSX sold the entire tranche for net proceeds of $16.2 million and recognized a loss on sale of $2.1 million, representing the difference between the carrying value of the related intangible asset and the net proceeds received. The loss on sale of intangible asset was recorded in non-operating (expense) income on the condensed consolidated statement of operations.
On May 20, 2026, an additional 125 million Pyth tokens were unlocked and distributed to BSX in accordance with the unlocking schedule. Upon distribution, the related derivative assets were derecognized and the tokens were recognized as digital assets accounted for as intangible assets measured at fair value in accordance with ASC 350-60, Intangibles –Goodwill and Other – Accounting for and Disclosure of Crypto Assets. Subsequent changes in fair value are recorded in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 million and were included in other assets, net in the condensed consolidated balance sheet. The change in fair value of the digital assets resulted in an unrealized loss of $0.5
The remaining 125 million locked Pyth tokens as of June 30, 2026 are expected to be distributed by the Pyth Network upon unlocking on May 20, 2027. In addition, the Company received 1.2 million locked reward Pyth tokens that are scheduled to unlock at various dates during the remainder of 2026 through 2028.
12.EMPLOYEE BENEFIT PLAN
The Company maintains a voluntary defined contribution 401(k) plan in which employees may contribute up to 100 % of their salary and bonus, subject to statutory maximum contribution amounts. The Company matches 50 % of the first 6 % of employee contributions. The expense relating to the matching contribution was $0.4 million and $1.2 million for the three and six months ended June 30, 2026, respectively, and $0.3 million and $0.9 million for the three and six months ended June 30, 2025, respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
13.CLEARING HOUSE PERFORMANCE BONDS AND GUARANTEE FUNDS
Clearing members involved in clearing commodity futures and options are required to provide margin and security deposits with the clearing house as performance bonds and guarantee funds in order to meet their financial obligations and as protection against potential losses or default. MIAX Futures policy allows clearing members to deposit cash or U.S. Treasury Bills in order to satisfy the required margin and security deposits.
As of June 30, 2026 and December 31, 2025, the Company had performance bonds and guarantee funds totaling $393.8 million and $305.7 million respectively, as summarized below (in thousands):
| June 30, 2026 | |||||||||||||||||
Cash | U.S. Treasury Bills (1) | Total | |||||||||||||||
Margin deposits | $ | $ | $ | ||||||||||||||
Security deposits | |||||||||||||||||
Total performance bonds and guarantee funds | $ | $ | $ | ||||||||||||||
| December 31, 2025 | |||||||||||||||||
Cash | U.S. Treasury Bills (1) | Total | |||||||||||||||
Margin deposits | $ | $ | $ | ||||||||||||||
Security deposits | |||||||||||||||||
Total performance bonds and guarantee funds | $ | $ | $ | ||||||||||||||
__________________
1.The U.S. Treasury Bills are not reflected in the condensed consolidated balance sheets, as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge.
MIAX Futures is required, under the Commodity Exchange Act, to segregate cash and securities deposited by clearing members on behalf of their customers. Exchange rules require a segregation of all funds deposited by clearing members from operating funds. The amount of cash and securities deposited may fluctuate significantly over time due to the quantity of open MIAX Futures positions, margin and security requirements, investment choices by clearing members, and market valuations of securities.
Cash deposited as performance bonds and guarantee funds is included on the condensed consolidated balance sheets because the cash is deposited in MIAX Futures controlled bank accounts. MIAX Futures at its discretion, may distribute interest earned on the cash balances that are posted for margin and security deposits. MIAX Futures distributed interest amounting to $0.3 million and $0.5 million for the three and six months ended June 30, 2026, respectively, and $0.4 million and $0.6 million for the three and six months ended June 30, 2025, respectively, which is reflected within other cost of revenues in the condensed consolidated statements of operations. U.S. Treasury Bills deposited by the clearing members are not reflected on the condensed consolidated balance sheets as MIAX Futures does not take economic ownership of these securities or have the right to sell or re-pledge, and MIAX Futures does not earn interest on them. These U.S. Treasury Bills are held at a nominee account in MIAX Futures’ name for the benefit of the clearing members and are immediately accessible by MIAX Futures in the event of a default.
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Notes to Condensed Consolidated Financial Statements (unaudited)
14.FAIR VALUE MEASUREMENT
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):
| June 30, 2026 | |||||||||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Equity securities owned(1) | $ | $ | $ | $ | |||||||||||||||||||
Derivative assets (current portion) | |||||||||||||||||||||||
Digital assets(2) | |||||||||||||||||||||||
Total assets | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Assets: | |||||||||||||||||||||||
Equity securities owned(1) | $ | $ | $ | $ | |||||||||||||||||||
Derivative assets (current and non-current portion) | |||||||||||||||||||||||
Total assets | $ | $ | $ | $ | |||||||||||||||||||
__________________
1 These amounts are reflected within other current assets in the condensed consolidated balance sheets.
2 These amounts are included in other assets, net in the condensed consolidated balance sheet.
Equity securities and digital assets that trade in active markets and are valued using quoted market prices with reasonable levels of price transparency are classified within Level 1 of the fair value hierarchy.
As disclosed in Note 11, during 2023, BSX received 500 million Pyth tokens, of which 125 million and 250 million remained locked as of June 30, 2026 and December 31, 2025, respectively. Locked Pyth tokens are accounted for as embedded derivatives recognized at fair value. In estimating the fair value of the right to receive Pyth tokens which are classified under Level 2, the Company applied a discount for lack of marketability using option pricing models utilizing observable inputs which include comparable tokens and their volatility.
Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The Company invests in securities without readily determinable fair values in which the carrying value was $28.9 million and $19.2 million as of June 30, 2026 and December 31, 2025, respectively. There were no
The Company’s long-lived assets, including fixed assets, goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. Fair value of these assets is estimated using primarily unobservable inputs. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.
The Company assesses fair value of goodwill at the reporting unit level annually as of October 1, or more frequently if there is a triggering event. The Company may use both qualitative and quantitative approaches when testing goodwill and indefinite-lived intangible assets for impairment.
As of October 1, 2025, the Company performed a qualitative impairment assessment of its goodwill and indefinite-lived intangible assets. In performing the assessment, the Company considered relevant events and circumstances, including macroeconomic conditions, industry and market trends, overall financial performance, changes in key
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Notes to Condensed Consolidated Financial Statements (unaudited)
assumptions, and other entity-specific factors. Based on this qualitative assessment, the Company concluded that it was not more likely than not that the fair value of any reporting unit or indefinite-lived intangible asset was less than its carrying amount. Accordingly, no quantitative impairment testing was performed and no no
When the quantitative approach is used, the fair value of a reporting unit is determined utilizing a combination of an income approach (i.e. discounted cash flow) and a market approach, and compared to its carrying value. Internal operational budgets and long-range strategic plans are used as a basis for the discounted cash flow analysis. The Company also utilizes assumptions for working capital, capital expenditures, and terminal growth rates. When the quantitative approach is used, the fair value of indefinite-lived intangibles, which consist of exchange licenses, is determined by estimating the future cash flows and discounting the net cash flows back to their present values or using a market approach, as appropriate.
Fair Value of Assets and Liabilities
The Company’s debt obligations are comprised of notes payable which is presented at carrying value on the Company’s condensed consolidated balance sheets. The carrying values and fair values of the Company’s debt obligations are as follows (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
Notes payable | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
15.COMMITMENTS AND CONTINGENCIES
Purchase Commitments
The Company from time to time enters into long term agreements with vendors to provide certain services. As of June 30, 2026, the outstanding commitment was $14.6 million, of which $1.7 million is payable in 2026, $3.2 million in 2027, $3.0 million in 2028, $1.8 million in 2029, $1.6 million in 2030 and $3.3 million in 2031 and beyond.
MIAX Futures Guaranty Fund
In the event of default by a clearing member, MIAX Futures would first apply assets of the defaulting clearing member to satisfy its payment obligation. These assets include the defaulting member’s security deposits, margins, performance bonds and any other available assets. Thereafter, if a loss remains, MIAX Futures would use funds of the MIAX Futures clearing house reserve fund, security deposits of non-defaulting clearing members, and in certain instances, surplus funds of MIAX Futures, in the order of priority listed by rules, with each source of funds to be completely exhausted, to the extent practical, before the next source is applied.
MIAX Futures is a Designated Contract Market (“DCM”) and a Derivatives Clearing Organization (“DCO”) that operate under the regulatory oversight of the Commodity Futures Trading Commission (“CFTC”). As such, MIAX Futures is required to maintain financial resources to cover its projected operating costs for a period of at least one year. The financial resources must include unencumbered, liquid financial assets which may include a committed line of credit or similar facility equal to at least six months of its projected operating costs. At June 30, 2026, MIAX Futures was in compliance with all DCM and DCO financial requirements.
Derivative Contracts
Certain derivative contracts that the Company has entered into meet the accounting definition of a guarantee under ASC 460. Derivatives that meet the ASC 460 definition of guarantees include futures contracts and written options. The maximum potential payout for these derivative contracts cannot be estimated as increases in interest rates, foreign exchange rates, securities prices, commodities prices and indices in the future could possibly be unlimited.
The Company records all derivative contracts at fair value. For this reason, the Company does not monitor its risk exposure to derivatives contracts based on derivative notional amounts; rather the Company manages its risk exposure on a
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Notes to Condensed Consolidated Financial Statements (unaudited)
fair value basis. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The Company believes that market risk is substantially diminished when all financial instruments are aggregated.
Dorman Trading Member Guarantees
Dorman Trading is a member of various exchanges that trade and clear futures contracts. Dorman Trading may be required to pay a proportionate share of the financial obligations of another member who may default on its obligation to the exchange in accordance with the rules of the applicable exchange of which Dorman Trading is a member. Although the rules governing different exchange memberships vary, in general Dorman Trading’s guarantee obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the exchange. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the condensed consolidated financial statements for these agreements. The Company believes that any potential requirement to make payments under these agreements is remote.
Dorman Trading Minimum Capital Requirements
The Company’s subsidiary, Dorman Trading, as a futures commission merchant is subject to CFTC minimum capital requirements of the CFTC Regulation 1.17 (“Regulation 1.17”). Dorman Trading is required to maintain “net capital” equivalent to the greater of $1,000,000 or the sum of 8% of the customer risk maintenance margin requirement plus 8% of the non-customer risk maintenance margin requirement, as these terms are defined. In addition, Dorman Trading is subject to the minimum capital requirements of the exchanges on which Dorman Trading does business.
At June 30, 2026 and December 31, 2025, Dorman Trading had adjusted net capital of $25.9 million and $27.7 million, respectively. Under Regulation 1.17, the net capital requirement at June 30, 2026 and December 31, 2025 was $5.7 million and $4.5 million, respectively. Additionally, as of June 30, 2026 and December 31, 2025, Dorman Trading was in compliance with the minimum capital requirements of the exchanges in which Dorman Trading operates. The net capital rule may effectively restrict member withdrawals and the repayment of subordinated loans.
Claims and Litigation
Nasdaq
On September 1, 2017, Nasdaq, Inc., together with its subsidiaries Nasdaq ISE, LLC and FTEN, Inc. (together, “Nasdaq”), filed an action against the Company and certain of its subsidiaries in the U.S. District Court for the District of New Jersey (the “Court”) alleging infringement of seven patents and trade secret misappropriation relating to electronic trading technology and platforms. The Company subsequently filed seven petitions before the Patent Trial and Appeal Board (“PTAB”) at the United States Patent and Trademark Office (“USPTO”) challenging the validity of Nasdaq’s asserted patents. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. The Court dismissed with prejudice one of the asserted patents from the Court action, and the Company withdrew its petition at the PTAB with respect to that patent. All claims asserted by Nasdaq against the Company under the remaining six patents at issue were invalidated by the PTAB in 2019 (the “PTAB Final Written Decisions”). On June 7, 2022, the USPTO Director denied Nasdaq’s request for Director review of the PTAB Final Written Decisions.
On August 31, 2021, the Company filed an Answer and Counterclaims in the Court (the “Company’s Answer”). The Company’s Answer included denials of infringement and trade secret misappropriation and counterclaims by the Company, including claims against Nasdaq for antitrust violations, patent misuse, sham litigation, and fraud on the USPTO in procuring the asserted patents. The Company requested attorneys’ fees and costs and such other relief as the Court may find to be just and proper. On June 21, 2022, Nasdaq waived its right to appeal the PTAB’s Final Written Decisions, Nasdaq’s patent infringement claims were dismissed with prejudice, and the stay in the Court matter was lifted. The Company filed an Amended Answer and Counterclaims on August 5, 2022. The Amended Counterclaims added claims of fraud on the patent office and Lanham Act violations. On July 25, 2023, the Court denied a motion by the Company to dismiss Nasdaq’s remaining trade secret claims and also denied a motion by Nasdaq to dismiss the Company’s counterclaims. The Court granted Nasdaq’s motion to stay and bifurcate the Company’s counterclaims.
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Notes to Condensed Consolidated Financial Statements (unaudited)
On September 29, 2025, the Court denied Nasdaq’s and the Company’s respective motions for summary judgment, as well as the parties’ motions to exclude certain experts. The Court granted Nasdaq’s motion to bifurcate the Company’s equitable defenses. Subsequently, the Court directed the parties to re-initiate discovery on the Company’s counterclaims. The Court indicated that it intended to preside over one trial with two phases, the first phase addressing Nasdaq’s trade secret claims, followed by a second phase in which the Company would present its counterclaims. The claims and counterclaims are referred hereto as the “Litigation”).
Discovery on the Company’s counterclaims was scheduled to end on July 13, 2026. The parties were engaged in discovery and depositions throughout May and June 2026, and also participated in settlement discussions in early to mid-June 2026. On June 15, 2026, the parties informed the Court that they had reached an agreement in principle with regard to settlement and asked the Court to stay counterclaim discovery for 45 days to allow the parties to finalize a settlement agreement, which request the Court granted on the same day. Subsequently, the parties resolved all claims and counterclaims against each other that have been or could have been asserted in the Litigation. On July 20, 2026, the Court entered an Order of Dismissal With Prejudice that dismissed all claims for relief and counterclaims asserted in the Litigation. As of June 30, 2026, the Company determined that a loss related to the Litigation was probable and was reasonably estimable. Accordingly, the Company recorded an accrued liability of $30.0 30.0 million on July 20, 2026.
Each party released and discharged the other party from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, and liabilities of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, that the releasing party ever had, now have, or may hereafter have against any the released party, based on or arising from conduct occurring on or before July 16, 2026 (the “Effective Date”), where such released claims have been brought or could have been brought in the Litigation. The claims by Nasdaq against the Company that were released include, without limitation, any and all claims through the Effective Date that the Company and any affiliate of the Company has misappropriated, or is utilizing or has utilized, any technology, patents, confidential information, trade secrets, or other allegedly proprietary intellectual property of Nasdaq.
The Company remains free to operate its business without any license or consent being required from Nasdaq with respect to all matters asserted by Nasdaq in the Litigation, and the Company may freely operate or modify existing exchanges and trading platforms, create and operate new exchanges and trading platforms, and license, commercialize, improve, utilize, implement, and sell any technology, without ever being subject to a claim that such activity infringes any rights of Nasdaq that were asserted in the Litigation.
General
As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO and DCM under the jurisdiction of the CFTC, and as registered exchanges under the jurisdictions of the Bermuda Monetary Authority (“BMA”) and GFSC, each of the MIAX Exchanges, MIAX Futures, BSX and TISE are subject to routine reviews and inspections by the SEC, CFTC, BMA and GFSC, respectively and as applicable. Dorman Trading, as a registered Futures Commission Merchant (“FCM”), is regulated by the CFTC and is subject to routine reviews and inspections by the CFTC and National Futures Association (“NFA”). Management does not believe that the outcome of any of these reviews or inspections will have a material impact on the condensed consolidated financial position, results of operations or cash flows of the Company.
In the normal course of its business, the Company is exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the condensed consolidated financial position, results of operations or cash flows of the Company.
16.EQUITY
Common Stock
At June 30, 2026 and December 31, 2025, the Company was authorized to issue up to 400,000,000 0.001 200,000,000 0.001 99,213,601 and 98,610,560 shares of common stock were issued and outstanding, respectively. As of December 31, 2025, 85,890,086 and 85,536,287 shares of common stock were issued and outstanding, respectively. There were no
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Notes to Condensed Consolidated Financial Statements (unaudited)
The Company’s amended and restated certificate of incorporation contains certain voting and ownership limitations and transfer restrictions that will remain in place for as long as the Company controls a registered U.S. national securities exchange. Specifically, the Company’s amended and restated certificate of incorporation prohibits (i) any person from owning greater than 40 % of any class of the Company’s capital stock, (ii) exchange members from owning greater than 20 % of any class of the Company’s capital stock and (iii) all persons from voting shares representing more than 20 % of the voting power of the Company’s then issued and outstanding capital stock either alone or together with any related persons, in each case subject to certain conditions and exceptions, including the waiver by the board of directors (except with respect to exchange members). Subject to the foregoing limitations, holders of common stock are entitled to one vote per share.
Immediately prior to the completion of the Company’s IPO in August 2025, all of the then issued and outstanding shares of the Company’s nonvoting common stock and Series B convertible preferred stock were converted into an aggregate of 3,706,117 and 946,959 shares, respectively, of the Company’s voting common stock on a one -for-one basis.
As of June 30, 2026 and December 31, 2025, 22,545,668 and 36,256,212 shares of common stock, respectively, were reserved for issuance in connection with warrants, convertible accrued interest and share-based incentive plans.
Preferred Stock
The Company is authorized to issue up to 25,000,000 shares of preferred stock $0.001 par value per share in one or more series, as may be designated by the board of directors. There were no
During the six months ended June 30, 2025, the Company issued 11,568 shares of Series B convertible preferred stock pursuant to cashless exercises of 25,000 options to purchase shares of Series B convertible preferred stock.
In 2010, all outstanding Series A preferred shares were converted into common stock. As part of this conversion, the holders converting Series A preferred shares received contingent promissory notes totaling $15.0
Treasury Stock
The Company has generally withheld shares of its common stock to cover employees’ portion of required tax withholdings when employee equity awards are issued or vest. These shares are valued at cost, which equals the fair value of the common stock on the date of issuance or vesting and reflected as a reduction to the Company’s stockholders’ equity and included in common stock in treasury, at cost in the condensed consolidated balance sheets. The weighted average cost per share held in treasury was $30.34 and $23.27 as of June 30, 2026 and December 31, 2025, respectively.
Warrants
Prior to the IPO, the Company issued warrants to purchase shares of common stock primarily in connection with equity rights programs (“ERP”, see Equity Rights Program below), stock issuances, certain debt issuances, and consulting agreements. There were outstanding warrants to acquire 3,493,409 and 14,215,311 shares of common stock outstanding at June 30, 2026 and December 31, 2025, respectively.
The warrants vest over time or upon the achievement of performance criteria with respect to certain warrants issued in connection with certain service providers and generally expire at various times through 2030. There were 1,350,000 0.04 million and $0.3 million for the three months ended June 30, 2026 and 2025, respectively, and $0.08 million and $0.7 million for the six months ended June 30, 2026 and 2025, respectively, of share-based compensation expense related to warrants issued in connection with consulting agreements.
Effective as of June 30, 2025, the Company entered into an exchange agreement with one of its ERP participants pursuant to which the ERP participant surrendered and the Company canceled and retired 5,887,286 shares of its voting common stock and 331,218 shares of its nonvoting common stock in exchange for a pre-funded warrant to purchase up to 6,218,504 shares of the Company’s voting common stock, which had a perpetual term, an exercise price equal to $0.002 per share and a cashless exercise feature. If the Company paid any dividends or otherwise made any pro rata distributions to its stockholders, the holder of the pre-funded warrant was also entitled to receive its share of such dividends or
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Notes to Condensed Consolidated Financial Statements (unaudited)
distributions on an as-exercised basis based on the number of shares of the Company’s common stock then issuable pursuant to the pre-funded warrant. In August 2025, the ERP participant exchanged an additional 575,071 shares of the Company’s voting common stock it purchased from an ERP II participant (then shares of puttable common stock prior to the purchase) for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock with the same terms as the initial pre-funded warrant above (see Equity Rights Program below). In February 2026, the ERP participant exercised the entire outstanding balance of the pre-funded warrants which were exercisable for an aggregate of 6,793,575 shares of the Company’s common stock. Pursuant to cashless exercises, the Company issued an aggregate of 6,793,245 shares of common stock, net of 330 shares surrendered for the exercise price.
During the six months ended June 30, 2026, the Company received proceeds of $1.4 million through the exercise of 97,886 of previously issued warrants to purchase common stock and issued 2,590,475 shares of voting common stock pursuant to cashless exercise of 3,820,441 warrants (excluding the warrants exercised by the holder of the pre-funded warrants).
During the six months ended June 30, 2025, the Company raised proceeds of $3.3 million through the exercise of 845,621 of previously issued warrants to purchase common stock and issued 699,659 shares of voting common stock pursuant to cashless exercise of 813,163 warrants.
The following table summarizes information about warrant activities for the six months ended June 30, 2026 and 2025:
| Common Stock Warrants | |||||||||||
| Number of Warrants | Weighted Average Exercise Price | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
Exercised | ( | $ | |||||||||
Expired | ( | $ | |||||||||
| Outstanding at June 30, 2026 | $ | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
Granted | $ | ||||||||||
Exercised | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
Expired | ( | $ | |||||||||
| Outstanding at June 30, 2025 | $ | ||||||||||
Additional information regarding warrants outstanding as of June 30, 2026 and December 31, 2025 is as follows:
| Common Stock Warrants | |||||||||||||||||
| Weighted Average Exercise Price | Expiration Date | Number of Warrants Outstanding | |||||||||||||||
Issued with debt | $ | Dec 2026 | |||||||||||||||
Issued to employees, directors and service providers | $ | Sep 2026 - Mar 2030 | |||||||||||||||
Issued with common stock | $ | Dec 2026 - Dec 2027 | |||||||||||||||
Issued to strategic investors under ERPs | $ | Aug 2027 | |||||||||||||||
| Outstanding at June 30, 2026 | |||||||||||||||||
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| Common Stock Warrants | |||||||||||||||||
| Weighted Average Exercise Price | Expiration Date | Number of Warrants Outstanding | |||||||||||||||
| Pre-funded warrant | $ | Perpetual | |||||||||||||||
Issued with debt | $ | Jul 2026 - Aug 2032 | |||||||||||||||
Issued to employees, directors and service providers | $ | Jan 2026 - Mar 2030 | |||||||||||||||
Issued with common stock | $ | Apr 2026 - Dec 2027 | |||||||||||||||
Purchase of warrants | $ | Oct 2026 | |||||||||||||||
Issued to strategic investors under ERPs | $ | Aug 2027 | |||||||||||||||
| Outstanding at December 31, 2025 | |||||||||||||||||
Equity Rights Program
The Company launched five ERPs between September 2013 and September 2020, allowing participating customers of certain MIAX Exchanges to obtain common stock warrants in return for a prepaid fee applied to future purchases. Warrants vested in tranches based on performance conditions tied to qualifying trade volumes on the applicable MIAX Exchange.
The shares of common stock and warrants issued under ERP I and II were classified as liability instruments while those issued under ERP III, IV and V were classified as equity instruments on the Company’s condensed consolidated balance sheets. The ERP awards were accounted for as consideration payable to a customer and recorded as cost of revenue over the vesting period based on the grant date fair value of the awards.
Puttable common stock from exercise of ERP I and II warrants:
All vested warrants under ERP I and II were exercised before their expiration on August 31, 2020 and January 31, 2022, respectively. The Company recorded the underlying puttable common stock issued upon exercise of the warrants as a liability. ERP I and II participants had a put right to require the Company to purchase a certain percentage of the shares held on the put vesting date in cash at a price per share equal to a fixed percentage of the fair market value of the Company’s common stock. The put right terminated upon the completion of the Company’s IPO in August 2025, resulting in the extinguishment of the related put liability and its reclassification to equity.
The puttable common stock had been carried at fair value and remeasured at each reporting period until settlement or when the redemption feature was eliminated. The change in fair value was recorded as non-operating income (expense) within the condensed consolidated statements of operations.
In February 2025, an ERP II participant sold 1,150,142 shares of puttable common stock to another ERP participant. In connection with the sale, the put right associated with the shares was terminated. At termination date, the Company remeasured the fair value of the put liability for $25.7 million and recorded the fair value in common stock at par value and additional paid-in capital in the condensed consolidated balance sheet as of December 31, 2025. In August 2025, prior to the Company’s IPO, the ERP II participant sold additional 575,071 shares of puttable common stock to the same entity. Immediately following such sale, the ERP participant exchanged those shares with the Company for a pre-funded warrant to purchase up to 575,071 shares of the Company’s voting common stock.
Warrants under ERP III, IV and V:
The terms of ERP III, IV and V were similar to ERP I and II, except the shares did not have any put right and therefore the ERP III, IV and V awards were equity classified. All vested warrants under ERP III and IV were exercised prior to their expiration on June 30, 2024 and April 30, 2025, respectively.
On September 11, 2020, the Company entered into ERP V where the vesting period ended on June 30, 2024. ERP V warrants expire on the earliest to occur of (i) August 15, 2027 (the two-year anniversary of the Company’s IPO) or (ii) a merger or sale of the Company. During the six months ended June 30, 2026, 446,384 warrants were exercised, including the issuance of 381,089 shares of voting common stock pursuant to cashless exercise of 433,809 ERP V warrants. As of June 30, 2026 and December 31, 2025, the number of outstanding ERP V warrants was 66,399 and 512,783 , respectively.
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Notes to Condensed Consolidated Financial Statements (unaudited)
17.SHARE-BASED COMPENSATION
In accordance with the Company’s stock incentive plans, the Company may grant stock option awards, restricted stock awards and restricted stock units to employees, consultants, non-employee members of the Company’s Board of Directors and members of the board of directors of the Company’s subsidiaries.
On May 16, 2022, the Company adopted the 2022 Equity Incentive Plan (“2022 Plan”) whereby the Company may grant up to 10,000,000 shares of the Company’s voting common stock. Commencing on the first day of each fiscal year beginning January 1, 2023 and ending January 1, 2032, the available shares under the 2022 Plan are to be increased by a number of shares of voting common stock of the Company equal to the lesser of (a) 5 % of the aggregate number of shares outstanding on the final day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by a committee as defined in the 2022 Plan. As a result, effective January 1, 2026, the available shares under the 2022 Plan were increased for a new total of 23,129,145 shares.
In addition to the 2022 Plan, the Company has outstanding stock awards that were granted under various employee and director stock incentive plans. These previous plans were terminated prior to the adoption of the 2022 Plan.
Stock Options
Share-based compensation payments related to stock options are recognized in the condensed consolidated financial statements based on the grant date fair value using the Black-Scholes option pricing model. Share-based compensation expense is recognized over the related service or vesting period, net of actual forfeitures. Stock options generally vest over a period of up to three years and expire after ten years . The following assumptions were used by the Company for determining the fair value of awards granted:
| Six Months Ended June 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Weighted-average expected term (years) | ||||||||||||||
Volatility (range) | ||||||||||||||
Risk-free interest rate (range) | ||||||||||||||
Dividend yield | ||||||||||||||
The weighted-average grant-date fair value of options granted during the six months ended June 30, 2026 and 2025 was $12.83 and $7.85 , respectively. The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025 was $121.8 million and $6.0 million, respectively.
Stock-based compensation expense related to stock options, primarily included in compensation and benefits in the condensed consolidated statements of operations, was $3.1 million and $3.2 million for the three months ended June 30, 2026 and 2025, respectively, and $7.6 million and $6.0 million for the six months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, there were $21.9 million in total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted average period of 2.08 years.
The following table summarizes information about the stock option activity during the six months ended June 30, 2026 (aggregate intrinsic value, in thousands):
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (in Years) | Aggregate Intrinsic Value | |||||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | ||||||||||||||||||||||||
| Granted | $ | |||||||||||||||||||||||||
Exercised | ( | $ | ||||||||||||||||||||||||
Cancelled, expired or forfeited | ( | $ | ||||||||||||||||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||||||||||||
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Additional information regarding stock options outstanding as of June 30, 2026 is as follows (aggregate intrinsic value, in thousands):
| Stock Options Outstanding | Stock Options Exercisable | |||||||||||||||||||||||||||||||
| Exercise Price | Number of Options Outstanding | Weighted Average Remaining Contractual Life (in Years) | Aggregate Intrinsic Value | Number of Exercisable Options | Aggregate Intrinsic Value | |||||||||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||||||||||||||
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| $ | NA | NA | ||||||||||||||||||||||||||||||
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| $ | NA | NA | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
Restricted Stock Awards
Prior to the IPO, the Company granted restricted stock awards (“RSAs”) to certain executives and other employees. The RSAs represent shares of common stock issued subject to forfeiture restrictions and generally vest upon the satisfaction of both time-based service and performance-based conditions. In certain cases, RSAs were granted with vesting contingent solely upon the satisfaction of performance-based conditions, including the consummation of a deemed liquidation event or the Company’s IPO.
The total fair value of RSAs vested during the six months ended June 30, 2026 and 2025, measured as of the respective vesting dates, was $43.6 million and $4.7 million, respectively. The amount for the six months ended June 30, 2026 includes $15.5 million of fair value related to 375,000 RSAs for which vesting was triggered upon the IPO, with the subsequent time-based service conditions satisfied during the period.
Total compensation expense related to the RSAs granted was $2.4 million and $6.1 million for the three months ended June 30, 2026 and 2025, respectively, and $6.7 million and $12.6 million for the six months ended June 30, 2026 and 2025, respectively. Included in compensation expense for the three and six months ended June 30, 2026 was $1.9 million and $3.9 million, respectively, related to certain awards for which vesting was triggered upon the IPO and remained subject to subsequent time-based service conditions. Compensation expense related to the RSAs is primarily included in
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Notes to Condensed Consolidated Financial Statements (unaudited)
compensation and benefits on the condensed consolidated statements of operations and measured at the grant date fair value of the Company’s common stock.
As of June 30, 2026, there was $2.4 million of unrecognized compensation cost associated with the RSAs. Of this amount, $1.0 million relates to awards for which the time-based vesting condition is not fully satisfied and the weighted average period of unrecognized share-based compensation cost is 0.13 year. Unrecognized share-based compensation of $1.4 million relates to awards for which the performance-based vesting condition had not yet been satisfied.
The following table summarizes information about the unvested RSA activities during the six months ended June 30, 2026:
| Number of Shares | Weighted-Average Grant Date Fair Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||
Vested | ( | $ | ||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||
Restricted Stock Units
In June 2026, the Company granted restricted stock units (“RSUs”) to certain executives, non-employee members of the Board of Directors and other employees. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. RSUs do not convey voting rights prior to settlement but holders are entitled to receive dividend equivalents, subject to certain conditions.
RSUs granted to executives and employees generally vest ratably over a three-year service period, subject to the holder’s continued employment through each applicable vesting date. Unvested RSUs are generally forfeited upon termination of employment prior to vesting, unless otherwise provided under the applicable award agreement. A change in control does not generally affect the vesting of these awards held by employees; however, certain executive awards provide for accelerated vesting upon the occurrence of a change in control.
RSUs granted to non-employee members of the Board of Directors either vested immediately upon the grant date or vest on the last business day immediately preceding the date of the next annual stockholders meeting, subject to the director’s continued service through the applicable vesting date. Unvested awards are generally forfeited upon termination of Board service prior to vesting. However, vesting accelerates upon the director’s death, disability or a change in control, as provided in the applicable award agreement.
Share-based compensation expense related to the RSUs is measured at the grant date fair value of the Company’s common stock. For the three and six months ended June 30, 2026, the Company recognized stock-based compensation expense related to employee RSUs of $0.4 1.4
The total fair value, measured as of the respective vesting dates, of RSUs vested during the six months ended June 30, 2026 was $1.3 million.
As of June 30, 2026, there were $32.5 million in total unrecognized compensation costs associated with the RSUs. These costs are expected to be recognized over a weighted average period of 2.79 years.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
The following table summarizes RSU activity during the six months ended June 30, 2026:
| Number of Shares | Weighted-Average Grant Date Fair Value | |||||||||||||
| Outstanding at December 31, 2025 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Vested | ( | $ | ||||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||||
18.SEGMENT REPORTING
The Company operates four reportable segments: Options, Equities, Futures, and International which is reflective of how the Company’s CODM reviews and operates.
Options – The Options segment includes listed options on the stocks of individual corporations (“equity options”) and options on exchange-traded products (“ETPs”), such as exchange-traded funds (“ETFs”), which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from OPRA Plan, the licensing of proprietary options market data and access services.
Equities – The Equities segment includes our business operations relating to listed U.S. equities and ETP transaction services that occur on MIAX Pearl. The Equities segment also includes applicable market data revenue generated from the CTA Plan, the UTP Plan, and the CQS Plan, as well as licensing of proprietary equities market data, routing services, and access services.
Futures – The Futures segment includes transaction services provided by MIAX Futures and Dorman Trading, which includes offerings for trading and clearing of futures products, the licensing of proprietary market data, as well as access services.
International – The International segment, which represents the Company’s operations outside of U.S, includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds, private equity debt, equities, investment funds, and real estate investment trust by TISE.
Corporate and Other – Corporate and Other includes certain other business ventures, corporate costs and operations including intersegment elimination as such items are not used to evaluate the operating performance of the above segments.
An operating segment is generally defined as a component of business for which discrete financial information is available and whose results are reviewed by the CODM. Operating segments are aggregated into reportable segments if certain criteria are met. The Company’s CODM is its Chief Executive Officer who manages business operations, evaluates performance and allocates resources based on the segments’ net revenues and operating income. Revenue and cost of revenue is recorded specifically in the segment in which they are earned or to which they relate. The Company directly allocates expenses to the operating segments when reasonably possible to do so. Management provides the non-operating (expenses) income and income (loss) before tax provision at the segment-level to the CODM on a recurring basis. However, the CODM does not consider non-operating (expense) income when evaluating performance of or allocating resources to the operating segment.
The following table presents certain selected financial information for the Company’s reportable operating segments and Corporate and Other (in thousands):
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||
Revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Less: Cost of revenue | ( | ||||||||||||||||||||||||||||||||||
Revenues less cost of revenue | |||||||||||||||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||||||||||
Compensation and benefits | |||||||||||||||||||||||||||||||||||
Information technology and communication costs | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||||||||||||
Professional fees and outside services | |||||||||||||||||||||||||||||||||||
| Litigation settlement | |||||||||||||||||||||||||||||||||||
General, administrative, and other expenses | |||||||||||||||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Non-operating (expense) income | |||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | ( | ( | |||||||||||||||||||||||||||||||||
| Gain on sale of business | |||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Income (loss) before income tax provision | $ | $ | ( | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||
Revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Less: Cost of revenue | |||||||||||||||||||||||||||||||||||
Revenues less cost of revenue | |||||||||||||||||||||||||||||||||||
Operating expenses | — | ||||||||||||||||||||||||||||||||||
Compensation and benefits | |||||||||||||||||||||||||||||||||||
Information technology and communication costs | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||||||||||||
Professional fees and outside services | |||||||||||||||||||||||||||||||||||
| Acquisition-related costs | |||||||||||||||||||||||||||||||||||
General, administrative, and other expenses | |||||||||||||||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ( | ( | $ | ||||||||||||||||||||||||||||||
| Non-operating (expense) income | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | ( | ( | |||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | ( | ( | |||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Loss on sale of intangible assets | ( | ( | |||||||||||||||||||||||||||||||||
| Unrealized loss on derivative assets | ( | ( | |||||||||||||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||||||||||||||
| Income (loss) before income tax provision | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||
Revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Less: Cost of revenue | ( | ||||||||||||||||||||||||||||||||||
Revenues less cost of revenue | |||||||||||||||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||||||||||
Compensation and benefits | |||||||||||||||||||||||||||||||||||
Information technology and communication costs | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||||||||||||
Professional fees and outside services | |||||||||||||||||||||||||||||||||||
| Litigation settlement | |||||||||||||||||||||||||||||||||||
General, administrative, and other expenses | |||||||||||||||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Non-operating (expense) income | |||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | ( | ( | |||||||||||||||||||||||||||||||||
| Gain on sale of business | |||||||||||||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Income (loss) before income tax provision | $ | $ | ( | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate and Other | Consolidated | ||||||||||||||||||||||||||||||
Revenues | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Less: Cost of revenue | |||||||||||||||||||||||||||||||||||
Revenues less cost of revenue | |||||||||||||||||||||||||||||||||||
Operating expenses | |||||||||||||||||||||||||||||||||||
Compensation and benefits | |||||||||||||||||||||||||||||||||||
Information technology and communication costs | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | |||||||||||||||||||||||||||||||||||
Professional fees and outside services | |||||||||||||||||||||||||||||||||||
| Acquisition-related costs | |||||||||||||||||||||||||||||||||||
General, administrative, and other expenses | |||||||||||||||||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||||||||||||||
Operating income (loss) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Non-operating (expense) income | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | ( | ( | |||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | ( | ( | |||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Loss on sale of intangible assets | ( | ( | |||||||||||||||||||||||||||||||||
| Unrealized loss on derivative assets | ( | ( | |||||||||||||||||||||||||||||||||
| Other, net | ( | ( | |||||||||||||||||||||||||||||||||
| Income (loss) before income tax provision | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | |||||||||||||||||||||||||
19.INCOME TAXES
The Company calculates the provision for income tax during interim periods based on the best estimate of the full year’s tax rate as adjusted for discrete items, if any, that are taken into account in the relevant interim period. Each quarter, the Company updates its estimate of the annual effective tax rate and any change in the estimated rate is recorded on a cumulative basis.
The effective tax rate from continuing operations was (53.6 )% and 4.6 % for the three months ended June 30, 2026 and 2025, respectively, and (66.4 )% and 38.8 % for the six months ended June 30, 2026 and 2025, respectively. The change in the effective tax rate in the three months ended June 30, 2026 from the same period in 2025 was mainly due to a discrete tax benefit in the second quarter of 2026 from the vesting of RSAs and the exercise of stock options and warrants at values significantly higher than the grant date book expense previously recognized for financial reporting. The change in the effective tax rate in the six months ended June 30, 2026 from the same period in 2025 was mainly due to the release of the deferred tax valuation allowance in the first quarter of 2026.
The effective tax rates differ from the U.S. statutory rate primarily due to changes in the valuation allowance and discrete income tax benefits in 2026 resulting from share-based compensation.
20.RELATED PARTY TRANSACTIONS
During the three and six months ended June 30, 2025, the Company paid $1.9 million and $2.6 million, respectively, for certain consulting services provided by companies affiliated with certain stockholders and directors. No
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
21.EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except share and per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic net income per share: | |||||||||||||||||||||||
| Net income attributable to common stock | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares outstanding | |||||||||||||||||||||||
| Basic net income per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted net income per share: | |||||||||||||||||||||||
| Net income attributable to common stock | $ | $ | $ | $ | |||||||||||||||||||
| Add: convertible debt interest expense, net of tax | — | ||||||||||||||||||||||
| Adjusted net income attributable to common stock | $ | $ | $ | $ | |||||||||||||||||||
| Weighted-average common shares and share equivalents outstanding | |||||||||||||||||||||||
| Diluted net income per share | $ | $ | $ | $ | |||||||||||||||||||
The potentially dilutive shares of common stock that have been excluded from the calculation of earnings per share because of the anti-dilutive effect or the shares are contingently issuable based on satisfaction of performance conditions, are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Outstanding stock options | |||||||||||||||||||||||
Warrants to purchase shares of common stock | |||||||||||||||||||||||
Convertible preferred stock | |||||||||||||||||||||||
Debt/accrued interest convertible into shares of common stock | |||||||||||||||||||||||
Unvested restricted stock awards | |||||||||||||||||||||||
Total potentially dilutive shares of common stock | |||||||||||||||||||||||
22.LEASES
The Company has operating leases related to office space and data centers under non-cancellable operating leases that expire at various times through December 2034, some of which include options to renew or extend the lease for an additional 10 years. As of June 30, 2026, there are no leases with residual value guarantees or leases not yet commenced to which the Company is committed. The Company combines the lease and non-lease components of lease payments in determining right of use assets and related lease liabilities.
Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term. The lease expenses related to the short-term leases were immaterial 0.1 million and $0.2 million for the six months ended June 30, 2026 and 2025, respectively. Lease expense related to office space amounted to $2.1 million and $2.2 million for three months ended June 30, 2026 and 2025, respectively and $4.1 million and $3.8 million for the six months ended June 30, 2026 and 2025, respectively, and are recorded within occupancy costs in the condensed consolidated statements of operations. Lease expense related to the data centers amounted to $2.7 million and $2.6 million for the three months ended June 30, 2026 and 2025, respectively and $5.5 million and $5.1 million for the six months ended June 30, 2026 and 2025, respectively, and are recorded within information technology and communication costs in the condensed consolidated statements of operations.
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
The components of operating lease cost for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Operating lease cost: | |||||||||||||||||||||||
Fixed lease cost | $ | $ | $ | $ | |||||||||||||||||||
Short-term lease cost | |||||||||||||||||||||||
Variable lease cost | |||||||||||||||||||||||
Total operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
Supplemental cash flow information related to the operating leases for the six months ended June 30, 2026 and 2025 is as follows (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||
Operating cash flows from operating leases | $ | $ | |||||||||
The following table presents the supplemental balance sheet information related to operating leases at June 30, 2026 and December 31, 2025 (in thousands):
| June 30, 2026 | December 31, 2025 | ||||||||||
Operating lease right of use assets | $ | $ | |||||||||
Total right of use asset | $ | $ | |||||||||
Current portion of operating lease liability | $ | $ | |||||||||
Non-current operating lease liabilities | |||||||||||
Less: Tenant improvement allowance receivable | ( | ( | |||||||||
Total leased liabilities | $ | $ | |||||||||
The Company records the operating lease right of use assets within other assets, net, the current portion of the operating lease liability within accounts payable and other liabilities and the non-current operating lease liabilities within other non-current liabilities in the condensed consolidated balance sheets.
The weighted-average remaining lease term and the weighted-average discount rate for the operating and finance leases were as follows:
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
Operating | Finance | Operating | Finance | ||||||||||||||||||||
Weighted average remaining lease term (years) | |||||||||||||||||||||||
Weighted average discount rate | |||||||||||||||||||||||
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MIAMI INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
The Company uses its incremental borrowing rate as the discount rate, which is based on the implied cost of debt. The undiscounted cash flow for future maturities of the Company’s lease liabilities as of June 30, 2026 are as follows (in thousands):
Operating Lease | Finance Lease | ||||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
Thereafter | |||||||||||
Total lease payments | |||||||||||
Less: imputed interest | ( | ( | |||||||||
Total lease liabilities | |||||||||||
Less: current lease liabilities | ( | ( | |||||||||
Total non-current lease liabilities | $ | $ | |||||||||
Company as a lessor
The Company leases office space obtained as part of the acquisition of MIAX Futures. The Company has classified the lease relationship as an operating lease.
The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date (in thousands):
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 and thereafter | |||||
Total lease receivable | $ | ||||
23.SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
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Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report, and should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report, and our audited consolidated financial statements and the related notes and the discussion under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods shown, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”
Data as of and for the three and six months ended June 30, 2026 and 2025 have been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected in the future. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.
Overview
Our Company
We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies.
We operate markets across a diverse number of asset classes including options, futures and cash equities. Our markets include: options through MIAX Options, MIAX Pearl, MIAX Emerald, and MIAX Sapphire; U.S. equities through MIAX Pearl Equities; U.S. futures and options on futures through MIAX Futures, and international listings through BSX and TISE. We also own Dorman Trading, a FCM and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures.
We are developing a portfolio of new products. We have a ten-year exclusive license agreement with Bloomberg which allows us to list index futures, options on futures, and cash index options based on the B500, B100, and B500 Volatility indices in North and South America on any of our exchanges. We also trade and clear Hard Red Spring Wheat futures and options on MIAX Futures. Through MIAX Futures Clearing, we offer clearing services for U.S. futures and options on futures.
MIAXdx Transaction
On January 20, 2026, we completed the sale of 90% of the issued and outstanding equity in MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. We retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera.
As of December 31, 2025, we determined that MIAXdx met the criteria to be classified as held for sale, and accordingly, its total assets of $41.0 million and total liabilities of $2.8 million were presented separately as assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheet as of December 31, 2025.
In connection with the sale of MIAXdx, the Company received cash consideration of $59.9 million, net of cash and cash equivalents sold, and recognized a gain of $50.6 million in the condensed consolidated statement of operations for the six months ended June 30, 2026.
TISE Acquisition
On June 5, 2025, MIH, through MIH East Holdings, Limited (“MIH East”), completed the TISE Acquisition. Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISEG. The total cash consideration paid for the TISE Acquisition was approximately £51.5 million ($69.7 million).
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Initial Public Offering
In August 2025, we raised $396.8 million in gross proceeds from our IPO of 17,250,000 shares of common stock, including the full exercise of the underwriters’ option to purchase additional shares.
2029 Senior Secured Term Loan
In August 2024, we entered into a $100 million senior secured term loan maturing in August 2029, which bore interest at 12.90% per annum (the “2029 Senior Secured Term Loan”). In June 2025, we obtained an additional $40 million incremental term loan on substantially similar terms. We also issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with an exercise price equal to $7.15 and $8.55 per share, respectively. The warrants included a put right permitting the lenders to require us to redeem any unexercised portion at fair value, which terminated upon our IPO in August 2025. Prior to the IPO, the warrants were classified as a liability and remeasured at fair value at each reporting period, with changes in fair value recognized in non-operating income (expense) in the consolidated statements of operations. Upon completion of the IPO, the warrant liability was reclassified to equity.
In August 2025, we paid the entire outstanding balance of the term loan and incremental term loan for $178.4 million, inclusive of accrued interest and a prepayment premium. In December 2025, in connection with our secondary offering, an aggregate of 3,690,079 warrants were exercised on a cashless basis, resulting in the issuance of 3,065,826 shares of our common stock. During the first quarter of 2026, the remainder of the warrants were exercised.
Pyth Tokens Unlocking
In 2021, BSX entered into agreements with Pyth to begin publishing limited derived equities market data for certain symbols from MIAX Pearl Equities on the Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted BSX 500 million Pyth tokens which were locked and restricted from trading with a four year unlocking schedule commencing on May 20, 2024. We also received an additional 0.8 million locked reward Pyth tokens, which will unlock at various times through 2028. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.
We received net proceeds of $16.2 million and $52.6 million in 2025 and 2024, respectively, from the sale of each of the 125 million unlocked Pyth tokens. In May 2026, BSX received an additional 125 million unlocked Pyth tokens in accordance with the distribution schedule. Upon unlocking, Pyth tokens were derecognized as derivative assets and subsequently recognized as digital assets accounted for as intangible assets measured at fair value, with changes in fair value recorded in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 million and were included in other assets, net in the condensed consolidated balance sheet. The remaining 125 million locked tokens are expected to be distributed to BSX by the Pyth Network upon unlocking on May 20, 2027. The right to receive these Pyth tokens meets the definition of a derivative and is measured at fair value at each reporting date, with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the fair value associated with the 125 million locked Pyth tokens was $3.8 million and presented as derivative assets in the condensed consolidated balance sheet.
Our Business Model
Business Segments
We report four business segments: Options, Equities, Futures, and International. Segment performance is primarily based on revenues less cost of revenues, operating income and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”). We have aggregated all of our corporate costs and eliminations, as well as other business ventures, within Corporate and Other; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.
Management allocates resources, assesses performance and manages our business according to these four business segments:
Options. The Options segment includes our business operations relating to listed options on the stocks of individual equity options and options on ETPs, such as ETFs, which are “multi-listed” options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, which are all U.S. national
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security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the sale of proprietary market data, and access services.
Equities. The Equities segment includes our business operations relating to listed U.S. equities and ETP transaction services that occur on MIAX Pearl. The Equities segment also includes applicable market data revenue generated from the CTA Plan, the UTP Plan, and the CQS Plan, as well as licensing of proprietary market data, routing services and access services.
Futures. The Futures segment includes our business operations relating to futures transaction services provided by our futures exchange and clearing house, MIAX Futures. These services include offerings for trading and clearing of futures products, the licensing of proprietary market data, listings fees, as well as access services. Also included is Dorman Trading, a full-service FCM registered with the CFTC and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC was included within the Futures segment until it was sold by the Company in January 2026.
International. The International segment includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds private equity debt, equities, investment funds, and real estate investment trust by TISE.
Key Factors Driving Our Performance
In broad terms, our business performance is impacted by several drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of trends, including:
•trading volumes in listed equity options, futures, equity securities and ETFs;
•our ability to maintain or expand market share in listed equity options, listed futures, and listed equity securities and ETFs;
•our ability to develop and successfully launch proprietary futures and options products based on licensed Bloomberg indexes, and to generate sufficient trading activity to support their long-term viability;
•the demand for and pricing structure of the U.S. Tape Plan market data distributed by the Securities Information Processors (“SIPs”) and the market data distributed by OPRA which determine the pool size of the industry market data revenue we receive based on a known formula using trading and/or quoting activity, as required by NMS;
•consolidation and expansion of our customers and competitors in the industry;
•the demand for information about, or access to, our markets, which is dependent on the products we trade, our importance as a liquidity center and the quality and pricing of our data and access services;
•continuing pressure in transaction fee pricing due to intense competition and the new ORF model and the impact on regulatory fee revenue;
•inverted pricing, where liquidity payments exceed transaction revenues, implemented to attract volume in listed equity securities and ETFs and volumes on our proprietary products;
•ongoing costs, funding uncertainties, and regulatory and litigation developments related to historical, current and future funding of the implementation and operation of the CAT, including risks related to the collection of promissory notes issued to fund CAT;
•regulatory changes relating to market structure and increased capital requirements and those which affect certain types of instruments, transactions, pricing structures, capital market participants or reporting or compliance requirements;
•the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies; and
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•significant structural, political and monetary issues as well as macroeconomic effects of global events, including developments in tariffs, changes in inflation, fluctuations in commodity prices, potential recession, and prevailing interest rate levels, and geopolitical developments such as regional conflicts or wars, which have resulted and may continue to result in an increased or subdued market volatility, changes in trading volumes, and greater market uncertainty.
Key Components of Our Results of Operations
Revenues
Transaction and Clearing Fees
Transaction fees represent fees we charge to our exchange member firms, as customers, for the performance obligation of executing a trade on our exchanges and comprise the majority of our revenues. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis in accordance with our published fee schedules. Transaction fees also include Dorman Trading’s sales and brokerage commissions generated by customers’ trading activity on options and futures. Transaction fees are recognized across all operating segments and are recorded as transactions occur on a trade-date basis. Clearing fees, which include settlement fees, are charged by us for transactions cleared by MIAX Futures, Dorman Trading and BSX. Clearing fees can be variable based on cleared volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded and billed on a monthly basis in accordance with our published fee schedules. Clearing fees are recognized in the Futures segment for MIAX Futures and Dorman Trading and in the International segment for BSX, and are recorded as transactions are cleared.
Tiered discounts are offered to customers based on the amount of trades that are executed on our exchanges. As these are volume driven, they reduce the transaction price and are recorded net in transaction fees. Liquidity payments paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as cost of revenues.
Transaction and clearing fees also result in regulatory fees. Regulatory fees include the ORF and Section 31 fees. ORF is in place to fund our regulatory oversight function of the exchange marketplace and is determined based on the number of customer contracts and cannot be used for non-regulatory purposes. Section 31 fees are transaction fees charged by the SEC to the exchanges. The Section 31 fees charged to customers are based on the fee set by the SEC per notional value of transactions executed on our securities markets and are calculated and billed monthly. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment with the fee reverting to a new rate once legislation for fiscal year 2026 appropriation was enacted. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales. The Section 31 fee collected by us is ultimately payable to the SEC, and therefore we record a corresponding cost of revenues.
Access Fees
Access fees include fees assessed for allowing customers, which include exchange member firms and non-member firms, to connect their networks to one of our exchanges for a specified period of time. Fees for these services are assessed to customers for the opportunity to trade as member firms, or in the case of non-member firms to provide these services to member firms, and use other related functions of the exchanges. Access fees are billed monthly in accordance with our published fee schedules and are recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments.
Market Data Fees
We charge market data fees for making market data available to customers either through direct subscriptions or through our participation in the U.S. Tape Plans. Market data revenue includes distributions from the U.S. Tape Plans, which is distributed based upon each individual exchange’s market share of U.S. volume, trades, and/or quotes. Market data revenue also includes market data revenue earned from the sale of proprietary market data directly to the customer on a subscription or ad-hoc basis, or from third parties where the Company is the principal in the transaction. Market data revenue is recognized in the period the data is provided. U.S. Tape Plan market data is recognized in the Options and Equities segments. Proprietary market data fees are recognized across all segments.
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Other Revenue
Other revenue primarily includes initial and annual listing fees from TISE, BSX, and MIAX Futures listings, member fines, office rental income, and interest income from MIAX Futures and Dorman Trading clearing operations.
Concentration of Revenue
The following tables summarize each customer’s revenue concentration as a percentage of the Company’s total revenues during the three and six months ended June 30, 2026 and 2025:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Customer 1 | 15 | % | 14 | % | 16 | % | 14 | % | |||||||||||||||
| Customer 2 | 16 | % | 20 | % | 16 | % | 19 | % | |||||||||||||||
| Customer 3 | 12 | % | 11 | % | 12 | % | 12 | % | |||||||||||||||
While the Company has historically had certain recurring customers, no customer is contractually or otherwise obligated to continue to use our services and therefore there is no assurance that recurring customers or revenues will continue in future periods.
Cost of Revenues
Liquidity Payments
Liquidity payments are directly correlated to the volume of securities traded on our markets. We record liquidity payments paid to market participants providing liquidity and/or order flow as cost of revenues and consider them to be a distinct service. In certain instances, including for new segments and proprietary products, liquidity payments exceed transaction fees resulting in inverted pricing. In our Equities segment, we have at times offered liquidity payments higher than transaction fees to attract order flow that might otherwise trade on other exchanges.
For certain new products in our Futures segment, we may waive certain transaction fees and provide liquidity payments to attract volumes from competing proprietary products offered on other exchanges. Additionally, in our Futures segment through Dorman Trading, we record liquidity payments to introducing brokers.
Brokerage, Clearing and Exchange Fees
Brokerage, clearing and exchange fees include fees incurred by Dorman Trading for clearing and settlement services paid to executing brokers, exchanges, clearing organizations and banks. There are also various rules that require U.S. options and equities trade executions occur at the National Best Bid/Offer (“NBBO”) displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby our equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers to facilitate such delivery. Additionally, within brokerage, clearing and exchange fees are costs incurred by MIAX Futures for futures trades executed on CME Globex. The expense for CME Globex ceased on June 30, 2025 when MIAX Futures migrated from the CME Globex platform and onto the MIAX Futures Onyx trading platform.
Section 31 Fees
Exchanges under the authority of the SEC (MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment with the fee reverting to
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a new rate once legislation for fiscal year 2026 appropriation was enacted. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales.
Other Cost of Revenues
Other cost of revenues include interest paid to customers generated from customer funds deposited with Dorman Trading to satisfy margin requirements held by third-party banks or on deposit with or pledged to clearing organizations or other FCMs, as well as the investment of customer funds in allowable securities, primarily U.S. Treasury obligations. MIAX Futures pays interest to clearing members from member funds deposited with MIAX Futures as clearinghouse performance bonds and guarantee funds. Also included with other cost of revenues are third-party trading platform fees which we charge to customers. These costs are incurred in our Futures segment by Dorman Trading.
Operating Expenses
Compensation and Benefits
Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the date of grant and the related service period. Certain outstanding equity awards vested or had vesting accelerated upon the Company’s initial public offering.
Information Technology and Communications
Information technology and communications consists primarily of costs related to hosted data centers, maintenance and support of computer equipment and software, circuits supporting our wide area network and fees paid to information vendors for market data.
Depreciation and Amortization
Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software and the amortization of intangible assets.
Occupancy
Occupancy costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities and real estate taxes.
Professional Fees and Outside Services
Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to legal, technology support, regulatory, audit and tax advisory services.
Marketing and Business Development
Marketing and business development includes marketing programs for new products, branding, promotions and corporate events.
Acquisition-Related Costs
Acquisition-related costs relate to the TISE Acquisition. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, and other external costs directly related to the acquisition.
Litigation Settlement
Litigation settlement represents the expense recognized in connection with the settlement of the Nasdaq matter. See Note 15 - "Commitments and Contingencies - Claims and Litigation" of the notes to condensed consolidated financial statements, for additional information.
General, Administrative, and Other Expenses
General, administrative, and other expenses represent all other costs necessary to support our operations including travel and entertainment, Board fees and commercial insurance.
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Non-Operating Income (Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other income (expense). These activities primarily include the change in fair value of puttable common stock, change in fair value of puttable warrants issued with debt, interest expense related to outstanding debt facilities, interest earned on the investing of excess cash, gain on sale of business, investment gain/loss, and unrealized gains and losses on derivative (right to receive Pyth tokens) and digital assets.
Results of Operations
The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations.
We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance.
These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. See the footnotes below for definitions, additional information and reconciliations to the closest GAAP measure.
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Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Overview
The following summarizes changes in financial performance for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025 (in thousands, except share, per share amounts and percentages):
Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 387,629 | $ | 327,784 | $ | 59,845 | 18.3 | % | $ | 757,319 | $ | 654,861 | $ | 102,458 | 15.6 | % | |||||||||||||||||||||||||||||||
| Total cost of revenues | 246,516 | 223,122 | 23,394 | 10.5 | % | 487,613 | 458,315 | 29,298 | 6.4 | % | |||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | 141,113 | 104,662 | 36,451 | 34.8 | % | 269,706 | 196,546 | 73,160 | 37.2 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 113,316 | 77,371 | 35,945 | 46.5 | % | 195,941 | 146,962 | 48,979 | 33.3 | % | |||||||||||||||||||||||||||||||||||||
| Operating income | 27,797 | 27,291 | 506 | 1.9 | % | 73,765 | 49,584 | 24,181 | 48.8 | % | |||||||||||||||||||||||||||||||||||||
| Income before income tax provision | 28,782 | 24,655 | 4,127 | 16.7 | % | 128,829 | 3,445 | 125,384 | 3,639.6 | % | |||||||||||||||||||||||||||||||||||||
| Income tax benefit (expense) | 15,426 | (1,128) | 16,554 | * | 85,603 | (1,338) | 86,941 | * | |||||||||||||||||||||||||||||||||||||||
| Net income | 44,208 | 23,527 | 20,681 | 87.9 | % | 214,432 | 2,107 | 212,325 | 10,077.1 | % | |||||||||||||||||||||||||||||||||||||
| Basic earnings per share | $ | 0.46 | $ | 0.36 | $ | 0.10 | 27.8 | % | $ | 2.29 | $ | 0.03 | $ | 2.26 | 7,533.3 | % | |||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.40 | $ | 0.30 | $ | 0.10 | 33.3 | % | $ | 1.95 | $ | 0.03 | $ | 1.92 | 6,400.0 | % | |||||||||||||||||||||||||||||||
| Basic weighted average shares outstanding | 95,305,096 | 64,942,755 | 30,362,341 | 46.8 | % | 93,559,319 | 64,249,928 | 29,309,391 | 45.6 | % | |||||||||||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | 110,713,513 | 78,458,195 | 32,255,318 | 41.1 | % | 109,943,953 | 77,952,959 | 31,990,994 | 41.0 | % | |||||||||||||||||||||||||||||||||||||
EBITDA(1) | $ | 32,350 | $ | 35,077 | $ | (2,727) | (7.8) | % | $ | 136,144 | $ | 23,172 | $ | 112,972 | 487.5 | % | |||||||||||||||||||||||||||||||
EBITDA margin(2) | 22.9 | % | 33.5 | % | (10.6) pts | (31.6) | % | 50.5 | % | 11.8 | % | 38.7 pts | 328.0 | % | |||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 76,778 | $ | 49,059 | $ | 27,719 | 56.5 | % | $ | 142,840 | $ | 88,918 | $ | 53,922 | 60.6 | % | |||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | 54.4 | % | 46.9 | % | 7.5 pts | 16.0 | % | 53.0 | % | 45.2 | % | 7.8 pts | 17.3 | % | |||||||||||||||||||||||||||||||||
Adjusted earnings(3) | $ | 53,272 | $ | 37,760 | $ | 15,512 | 41.1 | % | $ | 98,614 | $ | 67,786 | $ | 30,828 | 45.5 | % | |||||||||||||||||||||||||||||||
Adjusted earnings margin(3) | 37.8 | % | 36.1 | % | 1.7 pts | 4.7 | % | 36.6 | % | 34.5 | % | 2.1 pts | 6.1 | % | |||||||||||||||||||||||||||||||||
Adjusted diluted earnings per share(3) | $ | 0.48 | $ | 0.48 | $ | — | — | % | $ | 0.90 | $ | 0.87 | $ | 0.03 | 3.4 | % | |||||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding used for adjusted diluted earnings per share | 110,713,513 | 78,458,195 | 32,255,318 | 41.1 | % | 109,943,953 | 77,952,959 | 31,990,994 | 41.0 | % | |||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)EBITDA is defined as income before interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on sale of intangible asset, and impairment charges. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
(3)Adjusted earnings is defined as net income adjusted for share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized loss on derivative and digital assets, loss on sale of intangible asset, impairment charges, and non-GAAP tax adjustments. Adjusted earnings margin represents adjusted earnings divided by revenues less cost of revenues. Adjusted diluted earnings per share represents 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). Adjusted earnings does not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented adjusted earnings because we consider this an important supplemental measure of our performance. In addition, we use adjusted earnings as a measure of operating performance for preparation of our forecasts. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as substitute for analysis of our results as reported under GAAP.
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The following sets forth our results of operations by segment (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 276,641 | $ | 34,957 | $ | 20,221 | $ | 65 | $ | — | $ | 331,884 | |||||||||||||||||||||||
| Access fees | 30,756 | 3,797 | 406 | 39 | (57) | 34,941 | |||||||||||||||||||||||||||||
| Market data fees | 8,996 | 1,825 | 1,312 | 80 | (7) | 12,206 | |||||||||||||||||||||||||||||
| Other revenue | 101 | — | 2,623 | 5,560 | 314 | 8,598 | |||||||||||||||||||||||||||||
| Total revenues | 316,494 | 40,579 | 24,562 | 5,744 | 250 | 387,629 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 174,153 | 28,336 | 4,144 | — | — | 206,633 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 1,454 | 218 | 13,688 | — | — | 15,360 | |||||||||||||||||||||||||||||
| Section 31 fees | 16,493 | 6,483 | — | — | — | 22,976 | |||||||||||||||||||||||||||||
Other cost of revenues(1) | — | — | 1,636 | — | (89) | 1,547 | |||||||||||||||||||||||||||||
| Total cost of revenues | 192,100 | 35,037 | 19,468 | — | (89) | 246,516 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 124,394 | 5,542 | 5,094 | 5,744 | 339 | 141,113 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 18,945 | 3,915 | 9,701 | 2,297 | 6,108 | 40,966 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 4,597 | 1,656 | 3,041 | 620 | 288 | 10,202 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,494 | 1,306 | 1,800 | 551 | 627 | 8,778 | |||||||||||||||||||||||||||||
| Occupancy costs | 1,514 | 199 | 463 | 285 | 516 | 2,977 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 4,860 | 327 | 256 | 308 | 5,697 | 11,448 | |||||||||||||||||||||||||||||
| Marketing and business development | 622 | 117 | 1,636 | 136 | 665 | 3,176 | |||||||||||||||||||||||||||||
| Litigation settlement | 22,500 | — | — | — | 7,500 | 30,000 | |||||||||||||||||||||||||||||
| General, administrative, and other | 1,928 | 358 | 887 | 453 | 2,143 | 5,769 | |||||||||||||||||||||||||||||
| Total operating expenses | 59,460 | 7,878 | 17,784 | 4,650 | 23,544 | 113,316 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 64,934 | (2,336) | (12,690) | 1,094 | (23,205) | 27,797 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Interest income | 114 | — | 151 | 186 | 4,803 | 5,254 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | — | — | (44) | (44) | |||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | — | — | — | (337) | — | (337) | |||||||||||||||||||||||||||||
Gain on sale of business | — | — | — | — | 23 | 23 | |||||||||||||||||||||||||||||
| Other, net | (1) | — | (3,205) | — | (705) | (3,911) | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 65,047 | (2,336) | (15,744) | 943 | (19,128) | 28,782 | |||||||||||||||||||||||||||||
Income tax benefit (expense) | — | — | — | (64) | 15,490 | 15,426 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 65,047 | $ | (2,336) | $ | (15,744) | $ | 879 | $ | (3,638) | $ | 44,208 | |||||||||||||||||||||||
(1)Futures segment includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.8 million related to other revenue. Corporate / Other segment includes $(0.1) million related to other revenue.
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| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 232,412 | $ | 34,339 | $ | 19,311 | $ | 77 | $ | — | $ | 286,139 | |||||||||||||||||||||||
| Access fees | 22,208 | 3,674 | 239 | 42 | (57) | 26,106 | |||||||||||||||||||||||||||||
| Market data fees | 6,878 | 2,351 | 951 | 80 | (7) | 10,253 | |||||||||||||||||||||||||||||
| Other revenue | 261 | — | 2,616 | 2,092 | 317 | 5,286 | |||||||||||||||||||||||||||||
| Total revenues | 261,759 | 40,364 | 23,117 | 2,291 | 253 | 327,784 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 161,039 | 30,855 | 3,757 | — | — | 195,651 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 1,000 | 286 | 13,195 | — | — | 14,481 | |||||||||||||||||||||||||||||
| Section 31 fees | 6,955 | 4,860 | — | — | — | 11,815 | |||||||||||||||||||||||||||||
Other cost of revenues(1) | — | — | 1,175 | — | — | 1,175 | |||||||||||||||||||||||||||||
| Total cost of revenues | 168,994 | 36,001 | 18,127 | — | — | 223,122 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 92,765 | 4,363 | 4,990 | 2,291 | 253 | 104,662 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 18,409 | 3,213 | 11,834 | 1,495 | 5,259 | 40,210 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 3,799 | 1,737 | 2,513 | 555 | 247 | 8,851 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 3,405 | 1,553 | 984 | 446 | 550 | 6,938 | |||||||||||||||||||||||||||||
| Occupancy costs | 1,444 | 167 | 577 | 271 | 543 | 3,002 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 4,185 | 490 | 719 | 390 | 4,311 | 10,095 | |||||||||||||||||||||||||||||
| Marketing and business development | 109 | 27 | 224 | 72 | 123 | 555 | |||||||||||||||||||||||||||||
| Acquisition-related costs | — | — | — | — | 2,247 | 2,247 | |||||||||||||||||||||||||||||
| General, administrative, and other | 2,221 | 281 | 952 | 212 | 1,807 | 5,473 | |||||||||||||||||||||||||||||
| Total operating expenses | 33,572 | 7,468 | 17,803 | 3,441 | 15,087 | 77,371 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 59,193 | (3,105) | (12,813) | (1,150) | (14,834) | 27,291 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | — | — | — | — | (1,486) | (1,486) | |||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | — | — | — | — | (1,688) | (1,688) | |||||||||||||||||||||||||||||
| Interest income | 336 | — | 196 | 20 | 866 | 1,418 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | (35) | — | (4,867) | (4,902) | |||||||||||||||||||||||||||||
| Loss on sale of intangible asset | — | — | — | (2,054) | — | (2,054) | |||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | — | — | — | (4,605) | — | (4,605) | |||||||||||||||||||||||||||||
| Other, net | — | — | 629 | (62) | 10,114 | 10,681 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 59,529 | (3,105) | (12,023) | (7,851) | (11,895) | 24,655 | |||||||||||||||||||||||||||||
Income tax expense | — | — | — | (77) | (1,051) | (1,128) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 59,529 | $ | (3,105) | $ | (12,023) | $ | (7,928) | $ | (12,946) | $ | 23,527 | |||||||||||||||||||||||
(1)Includes $0.4 million related to access fees, $0.2 million related to market data fees, and $0.6 million related to other revenue.
The following sets forth our results of operations by segment (in thousands):
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| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 543,459 | $ | 62,845 | $ | 40,864 | $ | 126 | $ | — | $ | 647,294 | |||||||||||||||||||||||
| Access fees | 59,874 | 7,664 | 796 | 78 | (114) | 68,298 | |||||||||||||||||||||||||||||
| Market data fees | 18,478 | 3,982 | 2,556 | 160 | (15) | 25,161 | |||||||||||||||||||||||||||||
| Other revenue | 135 | 53 | 4,684 | 11,024 | 670 | 16,566 | |||||||||||||||||||||||||||||
| Total revenues | 621,946 | 74,544 | 48,900 | 11,388 | 541 | 757,319 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 367,139 | 55,437 | 7,583 | — | — | 430,159 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 2,653 | 418 | 28,566 | — | — | 31,637 | |||||||||||||||||||||||||||||
| Section 31 fees | 16,493 | 6,483 | — | — | — | 22,976 | |||||||||||||||||||||||||||||
Other cost of revenues(1) | — | — | 3,027 | — | (186) | 2,841 | |||||||||||||||||||||||||||||
| Total cost of revenues | 386,285 | 62,338 | 39,176 | — | (186) | 487,613 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 235,661 | 12,206 | 9,724 | 11,388 | 727 | 269,706 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 39,995 | 8,080 | 20,142 | 4,528 | 12,611 | 85,356 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 8,900 | 3,201 | 5,955 | 1,073 | 556 | 19,685 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 8,820 | 2,362 | 3,363 | 986 | 1,335 | 16,866 | |||||||||||||||||||||||||||||
| Occupancy costs | 3,115 | 413 | 958 | 539 | 1,195 | 6,220 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 9,718 | 599 | 561 | 770 | 11,207 | 22,855 | |||||||||||||||||||||||||||||
| Marketing and business development | 793 | 174 | 1,977 | 358 | 858 | 4,160 | |||||||||||||||||||||||||||||
| Litigation settlement | 22,500 | — | — | — | 7,500 | 30,000 | |||||||||||||||||||||||||||||
| General, administrative, and other | 4,086 | 767 | 1,905 | 777 | 3,264 | 10,799 | |||||||||||||||||||||||||||||
| Total operating expenses | 97,927 | 15,596 | 34,861 | 9,031 | 38,526 | 195,941 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 137,734 | (3,390) | (25,137) | 2,357 | (37,799) | 73,765 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Interest income | 224 | — | 265 | 345 | 8,806 | 9,640 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | — | — | (89) | (89) | |||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | — | — | — | (2,878) | — | (2,878) | |||||||||||||||||||||||||||||
Gain on sale of business | — | — | — | — | 50,570 | 50,570 | |||||||||||||||||||||||||||||
| Other, net | (1) | — | (1,875) | — | (303) | (2,179) | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 137,957 | (3,390) | (26,747) | (176) | 21,185 | 128,829 | |||||||||||||||||||||||||||||
Income tax benefit (expense) | — | — | — | (131) | 85,734 | 85,603 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 137,957 | $ | (3,390) | $ | (26,747) | $ | (307) | $ | 106,919 | $ | 214,432 | |||||||||||||||||||||||
(1)Futures segment includes $0.8 million related to access fees, $0.7 million related to market data fees, and $1.5 million related to other revenue. Corporate / Other segment includes $(0.2) million related to other revenue.
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| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 466,924 | $ | 68,646 | $ | 39,760 | $ | 113 | $ | — | $ | 575,443 | |||||||||||||||||||||||
| Access fees | 42,592 | 7,154 | 476 | 81 | (114) | 50,189 | |||||||||||||||||||||||||||||
| Market data fees | 13,076 | 4,638 | 2,036 | 160 | (15) | 19,895 | |||||||||||||||||||||||||||||
| Other revenue | 261 | — | 5,642 | 2,763 | 668 | 9,334 | |||||||||||||||||||||||||||||
| Total revenues | 522,853 | 80,438 | 47,914 | 3,117 | 539 | 654,861 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 324,567 | 58,845 | 6,285 | — | — | 389,697 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 2,119 | 524 | 28,292 | — | — | 30,935 | |||||||||||||||||||||||||||||
| Section 31 fees | 22,178 | 13,047 | — | — | — | 35,225 | |||||||||||||||||||||||||||||
Other cost of revenues(1) | — | — | 2,458 | — | — | 2,458 | |||||||||||||||||||||||||||||
| Total cost of revenues | 348,864 | 72,416 | 37,035 | — | — | 458,315 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 173,989 | 8,022 | 10,879 | 3,117 | 539 | 196,546 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 35,074 | 6,639 | 23,309 | 2,612 | 10,347 | 77,981 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 7,145 | 3,300 | 4,490 | 1,013 | 451 | 16,399 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 6,467 | 3,040 | 1,963 | 603 | 1,035 | 13,108 | |||||||||||||||||||||||||||||
| Occupancy costs | 2,563 | 308 | 1,020 | 427 | 1,132 | 5,450 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 8,249 | 1,020 | 1,464 | 576 | 8,043 | 19,352 | |||||||||||||||||||||||||||||
| Marketing and business development | 323 | 117 | 485 | 104 | 289 | 1,318 | |||||||||||||||||||||||||||||
| Acquisition-related costs | — | — | — | — | 2,901 | 2,901 | |||||||||||||||||||||||||||||
| General, administrative, and other | 4,392 | 706 | 2,222 | 387 | 2,746 | 10,453 | |||||||||||||||||||||||||||||
| Total operating expenses | 64,213 | 15,130 | 34,953 | 5,722 | 26,944 | 146,962 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 109,776 | (7,108) | (24,074) | (2,605) | (26,405) | 49,584 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | — | — | — | — | (917) | (917) | |||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | — | — | — | — | (1,891) | (1,891) | |||||||||||||||||||||||||||||
| Interest income | 766 | — | 392 | 20 | 1,535 | 2,713 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | (70) | — | (9,262) | (9,332) | |||||||||||||||||||||||||||||
| Loss on sale of intangible asset | — | — | — | (2,054) | — | (2,054) | |||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | — | — | — | (47,018) | — | (47,018) | |||||||||||||||||||||||||||||
| Other, net | (1) | — | 2,244 | (62) | 10,179 | 12,360 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 110,541 | (7,108) | (21,508) | (51,719) | (26,761) | 3,445 | |||||||||||||||||||||||||||||
Income tax expense | — | — | — | (77) | (1,261) | (1,338) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 110,541 | $ | (7,108) | $ | (21,508) | $ | (51,796) | $ | (28,022) | $ | 2,107 | |||||||||||||||||||||||
(1)Includes $0.7 million related to access fees, $0.5 million related to market data fees, and $1.3 million related to other revenue.
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The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
Net income (loss) allocated to common stockholders | $ | 65,047 | $ | (2,336) | $ | (15,744) | $ | 879 | $ | (3,638) | $ | 44,208 | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | — | — | 44 | 44 | |||||||||||||||||||||||||||||
| Interest income | (114) | — | (151) | (186) | (4,803) | (5,254) | |||||||||||||||||||||||||||||
Income tax (benefit) expense | — | — | — | 64 | (15,490) | (15,426) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,494 | 1,306 | 1,800 | 551 | 627 | 8,778 | |||||||||||||||||||||||||||||
| EBITDA | 69,427 | (1,030) | (14,095) | 1,308 | (23,260) | 32,350 | |||||||||||||||||||||||||||||
Share-based compensation(1) | 2,545 | 540 | 1,303 | 338 | 2,361 | 7,087 | |||||||||||||||||||||||||||||
Investment loss(2) | — | — | 3,279 | — | 731 | 4,010 | |||||||||||||||||||||||||||||
Litigation costs and settlement(3) | 24,763 | — | — | — | 8,254 | 33,017 | |||||||||||||||||||||||||||||
Unrealized loss on derivative and digital assets(4) | — | — | — | 337 | — | 337 | |||||||||||||||||||||||||||||
Gain on sale of business(5) | — | — | — | — | (23) | (23) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 96,735 | $ | (490) | $ | (9,513) | $ | 1,983 | $ | (11,937) | $ | 76,778 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $2.8 million, restricted stock awards of $2.4 million, restricted stock units of $1.8 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $7.1 million is made up of $5.2 million to employees within compensation and benefits, $0.2 million to service providers within professional fees and outside services, and $1.6 million to directors within general, administrative, and other.
(2)Investment loss of $4.0 million represents an unrealized loss on marketable equity securities.
(3)Litigation costs and settlement associated with litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.
(4)Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2026.
(5)Represents an adjustment to the gain on the sale of MIAXdx in January 2026.
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| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
Net income (loss) allocated to common stockholders | $ | 59,529 | $ | (3,105) | $ | (12,023) | $ | (7,928) | $ | (12,946) | 23,527 | ||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | 35 | — | 4,867 | 4,902 | |||||||||||||||||||||||||||||
| Interest income | (336) | — | (196) | (20) | (866) | (1,418) | |||||||||||||||||||||||||||||
Income tax expense | — | — | — | 77 | 1,051 | 1,128 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 3,405 | 1,553 | 984 | 446 | 550 | 6,938 | |||||||||||||||||||||||||||||
| EBITDA | 62,598 | (1,552) | (11,200) | (7,425) | (7,344) | 35,077 | |||||||||||||||||||||||||||||
Share-based compensation(1) | 3,781 | 642 | 2,703 | 150 | 2,148 | 9,424 | |||||||||||||||||||||||||||||
Investment gain(2) | — | — | (454) | — | (8,650) | (9,104) | |||||||||||||||||||||||||||||
Litigation costs(3) | 632 | — | — | — | 211 | 843 | |||||||||||||||||||||||||||||
Acquisition-related costs(4) | — | — | — | — | 2,247 | 2,247 | |||||||||||||||||||||||||||||
Change in fair value of puttable warrants issued with debt(5) | — | — | — | — | 1,486 | 1,486 | |||||||||||||||||||||||||||||
Change in fair value of puttable common stock(6) | — | — | — | — | 1,688 | 1,688 | |||||||||||||||||||||||||||||
Loss on sale of intangible asset(7) | — | — | — | 2,054 | — | 2,054 | |||||||||||||||||||||||||||||
Impairment charges(8) | — | — | — | — | 739 | 739 | |||||||||||||||||||||||||||||
Unrealized loss on derivative and digital assets(9) | — | — | — | 4,605 | — | 4,605 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 67,011 | $ | (910) | $ | (8,951) | $ | (616) | $ | (7,475) | $ | 49,059 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $3.0 million, restricted stock awards of $6.2 million and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $9.4 million is made up of $8.3 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.5 million to directors within general, administrative, and other.
(2)Investment gain of $9.1 million represents an unrealized gain of $8.6 million from the TISE acquisition, and $0.5 million of unrealized gain on available for sale marketable securities.
(3)Litigation costs are associated with litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.
(4)Relates to the TISE Acquisition.
(5)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.
(6)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 had an associated put right which required 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.
(7)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.
(8)Impairment charges of $0.7 million related to owned land and building impairments.
(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.
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| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
Net income (loss) allocated to common stockholders | $ | 137,957 | $ | (3,390) | $ | (26,747) | $ | (307) | $ | 106,919 | $ | 214,432 | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | — | — | 89 | 89 | |||||||||||||||||||||||||||||
| Interest income | (224) | — | (265) | (345) | (8,806) | (9,640) | |||||||||||||||||||||||||||||
Income tax (benefit) expense | — | — | — | 131 | (85,734) | (85,603) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 8,820 | 2,362 | 3,363 | 986 | 1,335 | 16,866 | |||||||||||||||||||||||||||||
| EBITDA | 146,553 | (1,028) | (23,649) | 465 | 13,803 | 136,144 | |||||||||||||||||||||||||||||
Share-based compensation(1) | 6,624 | 1,437 | 3,213 | 644 | 4,045 | 15,963 | |||||||||||||||||||||||||||||
Investment loss(2) | — | — | 2,299 | — | 341 | 2,640 | |||||||||||||||||||||||||||||
Litigation costs and settlement(3) | 26,839 | — | — | — | 8,946 | 35,785 | |||||||||||||||||||||||||||||
Unrealized loss on derivative and digital assets(4) | — | — | — | 2,878 | — | 2,878 | |||||||||||||||||||||||||||||
Gain on sale of business(5) | — | — | — | — | (50,570) | (50,570) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 180,016 | $ | 409 | $ | (18,137) | $ | 3,987 | $ | (23,435) | $ | 142,840 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $7.4 million, restricted stock awards of $6.7 million, restricted stock units of $1.8 million, and warrants of $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $16.0 million is made up of $13.4 million to employees within compensation and benefits, $0.7 million to service providers within professional fees and outside services, and $1.9 million to directors within general, administrative, and other.
(2)Investment loss of $2.6 million represents an unrealized loss on marketable equity securities.
(3)Litigation costs and settlement associated with litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.
(4)Reflects the aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2026.
(5)Represents the gain on the sale of MIAXdx in January 2026.
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| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
Net income (loss) allocated to common stockholders | $ | 110,541 | $ | (7,108) | $ | (21,508) | $ | (51,796) | $ | (28,022) | 2,107 | ||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | — | — | 70 | — | 9,262 | 9,332 | |||||||||||||||||||||||||||||
| Interest income | (766) | — | (392) | (20) | (1,535) | (2,713) | |||||||||||||||||||||||||||||
Income tax expense | — | — | — | 77 | 1,261 | 1,338 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 6,467 | 3,040 | 1,963 | 603 | 1,035 | 13,108 | |||||||||||||||||||||||||||||
| EBITDA | 116,242 | (4,068) | (19,867) | (51,136) | (17,999) | 23,172 | |||||||||||||||||||||||||||||
Share-based compensation(1) | 7,584 | 1,433 | 5,585 | 466 | 3,841 | 18,909 | |||||||||||||||||||||||||||||
Investment gain(2) | — | — | (1,909) | — | (8,650) | (10,559) | |||||||||||||||||||||||||||||
Litigation costs(3) | 1,407 | — | — | — | 469 | 1,876 | |||||||||||||||||||||||||||||
Acquisition-related costs(4) | — | — | — | — | 2,901 | 2,901 | |||||||||||||||||||||||||||||
Change in fair value of puttable warrants issued with debt(5) | — | — | — | — | 917 | 917 | |||||||||||||||||||||||||||||
Change in fair value of puttable common stock(6) | — | — | — | — | 1,891 | 1,891 | |||||||||||||||||||||||||||||
Loss on sale of intangible assets(7) | — | — | — | 2,054 | — | 2,054 | |||||||||||||||||||||||||||||
Impairment charges(8) | — | — | — | — | 739 | 739 | |||||||||||||||||||||||||||||
Unrealized loss on derivative and digital assets(9) | — | — | — | 47,018 | — | 47,018 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 125,233 | $ | (2,635) | $ | (16,191) | $ | (1,598) | $ | (15,891) | $ | 88,918 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $5.6 million, restricted stock awards of $12.6 million and warrants of $0.7 million that have been granted to employees, directors and service providers. The 2025 expense of $18.9 million is made up of $16.9 million to employees within compensation and benefits, $1.2 million to service providers within professional fees and outside services, and $0.7 million to directors within general, administrative, and other.
(2)Investment gain of $10.6 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.9 million of unrealized gain on available for sale marketable securities.
(3)Litigation costs are associated with litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.
(4)Relates to the TISE Acquisition.
(5)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.
(6)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 had an associated put right which required 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.
(7)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.
(8)Impairment charges of $0.7 million related to owned land and building impairments.
(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of June 30, 2025.
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The following is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income allocated to common stockholders | $ | 44,208 | $ | 23,527 | $ | 214,432 | $ | 2,107 | |||||||||||||||
Share-based compensation(1) | 7,087 | 9,424 | 15,963 | 18,909 | |||||||||||||||||||
Investment (gain) loss(2) | 4,010 | (9,104) | 2,640 | (10,559) | |||||||||||||||||||
Litigation costs and settlement(3) | 33,017 | 843 | 35,785 | 1,876 | |||||||||||||||||||
Impairment charges(4) | — | 739 | — | 739 | |||||||||||||||||||
Acquisition-related costs(5) | — | 2,247 | — | 2,901 | |||||||||||||||||||
Change in fair value of puttable warrants issued with debt(6) | — | 1,486 | — | 917 | |||||||||||||||||||
Change in fair value of puttable common stock(7) | — | 1,688 | — | 1,891 | |||||||||||||||||||
Loss on sale of intangible asset(8) | — | 2,054 | — | 2,054 | |||||||||||||||||||
Unrealized loss on derivative and digital assets(9) | 337 | 4,605 | 2,878 | 47,018 | |||||||||||||||||||
Gain on sale of business(10) | (23) | — | (50,570) | — | |||||||||||||||||||
| Total non-GAAP pre-tax adjustments | 44,428 | 13,982 | 6,696 | 65,746 | |||||||||||||||||||
Income tax (expense) benefit related to items above(11) | (11,143) | — | 251 | 1,395 | (67) | ||||||||||||||||||
One-off discrete tax adjustments(12): | |||||||||||||||||||||||
| Release of valuation allowance as of January 1, 2026 | — | — | — | (109,161) | — | ||||||||||||||||||
| Deferred tax re-measurements | (327) | (327) | — | 15,806 | — | ||||||||||||||||||
Other(13) | (23,894) | (327) | — | (30,554) | — | ||||||||||||||||||
| Total non-GAAP tax adjustments | (35,364) | 251 | (122,514) | (67) | |||||||||||||||||||
Adjusted earnings | $ | 53,272 | $ | 37,760 | $ | 98,614 | $ | 67,786 | |||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options, restricted stock awards, restricted stock units, and warrants that have been granted to employees, directors and service providers.
(2)2026 represents the unrealized loss on marketable equity securities. 2025 investment gain of $10.6 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.9 million of unrealized gain on available for sale marketable securities.
(3)Litigation costs and settlement associated with litigation related to the Nasdaq matter, see Note 15 - “Commitments and Contingencies - Claims and Litigation” of the condensed consolidated financial statements included herein.
(4)Impairment charges of $0.7 million related to owned land and building impairments.
(5)Relates 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 the Company’s ERPs I and II that had an associated put right which required 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 aggregate unrealized loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.
(10)Represents the gain on the sale of MIAXdx in January 2026.
(11)The income tax effect of the adjustments takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s).
(12)Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.
(13)Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share based compensation compared to the book expense.
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Key Business Metrics
The following summarizes changes in certain operational and financial metrics for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025.
| Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options: | |||||||||||||||||||||||||||||||||||||||||||||||
Number of trading days | 62 | 62 | — | — | % | 123 | 122 | 1 | 0.8 | % | |||||||||||||||||||||||||||||||||||||
| Total contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
Market contracts – Equity and ETF (in thousands) | 4,123,929 | 3,252,039 | 871,890 | 26.8 | % | 7,945,384 | 6,468,272 | 1,477,112 | 22.8 | % | |||||||||||||||||||||||||||||||||||||
MIH contracts – Equity and ETF (in thousands) | 681,330 | 543,556 | 137,774 | 25.3 | % | 1,344,069 | 1,058,459 | 285,610 | 27.0 | % | |||||||||||||||||||||||||||||||||||||
Average daily volume (“ADV”)(1): | |||||||||||||||||||||||||||||||||||||||||||||||
Market ADV – Equity and ETF (in thousands)(1) | 66,515 | 52,452 | 14,063 | 26.8 | % | 64,597 | 53,019 | 11,578 | 21.8 | % | |||||||||||||||||||||||||||||||||||||
MIH ADV – Equity and ETF (in thousands)(1) | 10,989 | 8,767 | 2,222 | 25.3 | % | 10,927 | 8,676 | 2,251 | 25.9 | % | |||||||||||||||||||||||||||||||||||||
MIH market share | 16.5 | % | 16.7 | % | (0.2) pts | (1.2) | % | 16.9 | % | 16.4 | % | 0.5 pts | 3.0 | % | |||||||||||||||||||||||||||||||||
Total Options revenue per contract (“RPC”)(2) | $0.124 | $0.117 | $0.007 | 6.0 | % | $0.117 | $0.112 | $0.005 | 4.5 | % | |||||||||||||||||||||||||||||||||||||
| U.S. Equities: | |||||||||||||||||||||||||||||||||||||||||||||||
Number of trading days | 62 | 62 | — | — | % | 123 | 122 | 1 | 0.8 | % | |||||||||||||||||||||||||||||||||||||
| Total shares: | |||||||||||||||||||||||||||||||||||||||||||||||
Market shares (in millions) | 1,253,109 | 1,139,907 | 113,202 | 9.9 | % | 2,472,166 | 2,081,595 | 390,571 | 18.8 | % | |||||||||||||||||||||||||||||||||||||
| MIH shares (in millions) | 11,522 | 12,093 | (571) | (4.7) | % | 22,308 | 22,651 | (343) | (1.5) | % | |||||||||||||||||||||||||||||||||||||
ADV(1): | |||||||||||||||||||||||||||||||||||||||||||||||
Market ADV (in millions)(1) | 20,211 | 18,386 | 1,825 | 9.9 | % | 20,099 | 17,062 | 3,037 | 17.8 | % | |||||||||||||||||||||||||||||||||||||
MIH ADV (in millions)(1) | 186 | 195 | (9) | (4.6) | % | 181 | 186 | (5) | (2.7) | % | |||||||||||||||||||||||||||||||||||||
| MIH market share | 0.9 | % | 1.1 | % | (0.2) pts | (18.2) | % | 0.9 | % | 1.1 | % | (0.2) pts | (18.2) | % | |||||||||||||||||||||||||||||||||
Equities capture (per 100 shares)(defined below)(3) | $(0.001) | $(0.014) | $0.013 | * | $0.002 | $(0.017) | $0.019 | * | |||||||||||||||||||||||||||||||||||||||
| Futures: | |||||||||||||||||||||||||||||||||||||||||||||||
| Agricultural: | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of trading days | 62 | 62 | — | — | % | 123 | 123 | — | — | % | |||||||||||||||||||||||||||||||||||||
| Agricultural products total contracts | 803,350 | 1,124,791 | (321,441) | (28.6) | % | 1,463,136 | 2,222,907 | (759,771) | (34.2) | % | |||||||||||||||||||||||||||||||||||||
Agricultural products ADV(1) | 12,957 | 18,142 | (5,185) | (28.6) | % | 11,895 | 18,072 | (6,177) | (34.2) | % | |||||||||||||||||||||||||||||||||||||
Agricultural products RPC(2) | $2.262 | $1.983 | $0.279 | 14.1 | % | $2.136 | $2.202 | $(0.066) | (3.0) | % | |||||||||||||||||||||||||||||||||||||
| Financial: | |||||||||||||||||||||||||||||||||||||||||||||||
Number of trading days from launch(4) | 30 | na | na | na | 30 | na | na | na | |||||||||||||||||||||||||||||||||||||||
| Financial products total contracts | 238,483 | na | na | na | 238,483 | na | na | na | |||||||||||||||||||||||||||||||||||||||
Financial products ADV(4) | 7,949 | na | na | na | 7,949 | na | na | na | |||||||||||||||||||||||||||||||||||||||
Financial products RPC(2) | $(1.766) | na | na | na | $(1.766) | na | na | na | |||||||||||||||||||||||||||||||||||||||
| International: | |||||||||||||||||||||||||||||||||||||||||||||||
Total listed securities (period end)(4) | 6,109 | 5,757 | 352 | 6.1 | % | 6,109 | 5,757 | 352 | 6.1 | % | |||||||||||||||||||||||||||||||||||||
__________________
*Percentage calculation is not meaningful.
(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.
(4)Financial futures launched on May 17 (trade date May 18). Accordingly, ADV is calculated as total contracts for the period divided by total trading days for the period beginning on May 18.
We closely monitor changes in ADV, market share and revenue per contract or equities capture as they directly impact our transaction related revenues. Transaction related revenues are a function of industry ADV, MIH market share, revenue per contract or equities capture, and number of trading days. We use changes in market ADV to identify broader industry trends, which can impact our revenues and profitability. We use changes in market share in areas such as evaluating our market position relative to our competitors and evaluating potential trading system functionality changes. Similarly, we use
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revenue per contract or equities capture changes in areas such as analysis of product or customer mix and to identify potential fee changes.
Three Months Ended June 30, 2026
We believe the growth in Options Market ADV for the three months ended June 30, 2026 compared to the prior period of 26.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.
We believe the increase in U.S. Equities Market ADV for the three months ended June 30, 2026 compared to the prior period of 9.9% is due to similar trends as seen in the Options Market.
Our Options market share for the three months ended June 30, 2026 compared to the prior period decreased to 16.5% from 16.7%. Our Options revenue per contract increased 6.0% for the three months ended June 30, 2026 compared to the prior period primarily due to changes in product mix.
Our U.S. Equities market share for the three months ended June 30, 2026 compared to the prior period decreased to 0.9% from 1.1%. Our Equities capture was $(0.001) per 100 shares for the three months ended June 30, 2026 compared to $(0.014) in the prior period where liquidity payments exceeded transaction revenues for both time periods. The change was primarily due to pricing changes.
Futures agricultural products ADV for the three months ended June 30, 2026 compared to the prior period decreased 28.6% due to lower volatility and participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract increased 14.1% primarily due to a decrease in incentive programs. In May 2025, the Company introduced a program to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the MIAX Futures Onyx trading platform.
Futures financial products launched on May 17, 2026 with a trade date of May 18, 2026. Revenue per contract is currently inverted as we have introduced incentive programs that promote liquid markets to attract market participants.
Six Months Ended June 30, 2026
We believe the growth in Options Market ADV for the six months ended June 30, 2026 compared to the prior period of 21.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.
We believe the increase in U.S. Equities Market ADV for the six months ended June 30, 2026 compared to the prior period of 17.8% is due to similar trends as seen in the Options Market.
Our Options market share for the six months ended June 30, 2026 compared to the prior period increased to 16.9% from 16.4%. Our Options revenue per contract increased 4.5% for the six months ended June 30, 2026 compared to the prior period primarily due to changes in product mix.
Our U.S. Equities market share for the six months ended June 30, 2026 compared to the prior period decreased to 0.9% from 1.1%. Our Equities capture at $0.002 per 100 shares was positive for the six months ended June 30, 2026 compared to $(0.017) in the prior period where liquidity payments exceeded transaction revenues. The change was primarily due to pricing changes.
Futures agricultural products ADV for the six months ended June 30, 2026 compared to the prior period decreased 34.2% due to lower volatility and participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract decreased 3.0% primarily due to increased incentive payments. In May 2025, the Company introduced a program to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the MIAX Futures Onyx trading platform.
Futures financial products launched on May 17, 2026 with a trade date of May 18, 2026. Revenue per contract is currently inverted as we have introduced incentive programs that promote liquid markets to attract market participants.
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Revenues
Total revenues for the three months ended June 30, 2026 increased $59.8 million, or 18.3%, compared to the prior period primarily due to:
•$34.7 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 26.8% increase in Options market contracts, partially offset by a 1.2% decrease in MIH Options market share, and a 7.9% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$11.2 million increase in Section 31 fees due to a higher average rate and increased volume.
•$8.5 million increase in Options access fees primarily due to increases in member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$3.5 million increase in the International segment primarily due to the TISE Acquisition in June 2025.
•$2.1 million increase in Options market data fees primarily due to new product offerings.
Total revenues for the six months ended June 30, 2026 increased $102.5 million, or 15.6%, compared to the prior period primarily due to:
•$82.2 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 22.8% increase in Options market contracts, and a 3.0% increase in MIH Options market share, partially offset by a 6.7% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$17.3 million increase in Options access fees primarily due to increases in member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$8.3 million increase in the International segment primarily due to the TISE Acquisition in June 2025.
•$5.4 million increase in Options market data fees primarily due to new product offerings.
•$12.3 million decrease in Section 31 fees primarily due to a lower average rate. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
The following summarizes changes in revenues for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
| Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 331,884 | $ | 286,139 | $ | 45,745 | 16.0 | % | $ | 647,294 | $ | 575,443 | $ | 71,851 | 12.5 | % | |||||||||||||||||||||||||||||||
| Access fees | 34,941 | 26,106 | 8,835 | 33.8 | % | 68,298 | 50,189 | 18,109 | 36.1 | % | |||||||||||||||||||||||||||||||||||||
| Market data fees | 12,206 | 10,253 | 1,953 | 19.0 | % | 25,161 | 19,895 | 5,266 | 26.5 | % | |||||||||||||||||||||||||||||||||||||
| Other revenue | 8,598 | 5,286 | 3,312 | 62.7 | % | 16,566 | 9,334 | 7,232 | 77.5 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 387,629 | $ | 327,784 | $ | 59,845 | 18.3 | % | $ | 757,319 | $ | 654,861 | $ | 102,458 | 15.6 | % | |||||||||||||||||||||||||||||||
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Transaction and Clearing Fees
The following table presents transaction and clearing fees by operating segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
| Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 276,641 | $ | 232,412 | $ | 44,229 | 19.0 | % | $ | 543,459 | $ | 466,924 | $ | 76,535 | 16.4 | % | |||||||||||||||||||||||||||||||
| Equities | 34,957 | 34,339 | 618 | 1.8 | % | 62,845 | 68,646 | (5,801) | (8.5) | % | |||||||||||||||||||||||||||||||||||||
| Futures | 20,221 | 19,311 | 910 | 4.7 | % | 40,864 | 39,760 | 1,104 | 2.8 | % | |||||||||||||||||||||||||||||||||||||
| International | 65 | 77 | (12) | (15.6) | % | 126 | 113 | 13 | 11.5 | % | |||||||||||||||||||||||||||||||||||||
| Total transaction and clearing fees | $ | 331,884 | $ | 286,139 | $ | 45,745 | 16.0 | % | $ | 647,294 | $ | 575,443 | $ | 71,851 | 12.5 | % | |||||||||||||||||||||||||||||||
Transaction and clearing fees increased $45.7 million, or 16.0%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$34.7 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 26.8% increase in Options market contracts, partially offset by a 1.2% decrease in MIH Options market share, and a 7.9% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$11.2 million increase in Section 31 fees due to a higher average rate and increased volume.
Transaction and clearing fees increased $71.9 million, or 12.5%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$82.2 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 22.8% increase in Options market contracts, and a 3.0% increase in MIH Options market share, partially offset by a 6.7% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$12.3 million reduction in Section 31 fees primarily due to a lower average rate. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
Access Fees
Access fees increased $8.8 million, or 33.8%, for the three months ended June 30, 2026 compared to the same period in 2025, and $18.1 million, or 36.1%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
Market Data Fees
Market data fees increased $2.0 million, or 19.0%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.8 million increase due to ad-hoc historical market data sales.
•$1.2 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.4 million decrease due to lower OPRA.
•$0.6 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Market data fees increased $5.3 million, or 26.5%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$4.5 million increase due to ad-hoc historical market data sales.
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•$2.3 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.6 million decrease due to lower OPRA.
•$0.9 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Other Revenue
Other revenue increased $3.3 million or 62.7% for the three months ended June 30, 2026 compared to the same period in 2025, and $7.2 million or 77.5% for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to the TISE Acquisition in June 2025.
Cost of Revenues
Cost of revenues increased $23.4 million, or 10.5%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$13.1 million increase in Options liquidity payments primarily driven by a 26.8% increase in Options market contracts, partially offset by a 1.2% decrease in MIH Options market share, and a 13.7% decrease in Options liquidity payments cost of revenue per contract.
•$11.2 million increase in Section 31 fees due to a higher average rate and increased volume.
Cost of revenues increased $29.3 million, or 6.4%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$42.6 million increase in Options liquidity payments primarily driven by an 22.8% increase in Options market contracts, and a 3.0% increase in MIH Options market share, partially offset by a 10.9% decrease in Options liquidity payments cost of revenue per contract.
•$12.2 million decrease in Section 31 fees primarily due to a lower average rate. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
The following summarizes changes in cost of revenues for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
| Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Liquidity payments | $ | 206,633 | $ | 195,651 | $ | 10,982 | 5.6 | % | $ | 430,159 | $ | 389,697 | $ | 40,462 | 10.4 | % | |||||||||||||||||||||||||||||||
Brokerage, clearing and exchange fees | 15,360 | 14,481 | 879 | 6.1 | % | 31,637 | 30,935 | 702 | 2.3 | % | |||||||||||||||||||||||||||||||||||||
Section 31 fees | 22,976 | 11,815 | 11,161 | 94.5 | % | 22,976 | 35,225 | (12,249) | (34.8) | % | |||||||||||||||||||||||||||||||||||||
Other cost of revenues | 1,547 | 1,175 | 372 | 31.7 | % | 2,841 | 2,458 | 383 | 15.6 | % | |||||||||||||||||||||||||||||||||||||
Total cost of revenues | $ | 246,516 | $ | 223,122 | $ | 23,394 | 10.5 | % | $ | 487,613 | $ | 458,315 | $ | 29,298 | 6.4 | % | |||||||||||||||||||||||||||||||
Liquidity Payments
The following table presents liquidity payments by operating segment for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
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Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 174,153 | $ | 161,039 | $ | 13,114 | 8.1 | % | $ | 367,139 | $ | 324,567 | $ | 42,572 | 13.1 | % | |||||||||||||||||||||||||||||||
| Equities | 28,336 | 30,855 | (2,519) | (8.2) | % | 55,437 | 58,845 | (3,408) | (5.8) | % | |||||||||||||||||||||||||||||||||||||
| Futures | 4,144 | 3,757 | 387 | 10.3 | % | 7,583 | 6,285 | 1,298 | 20.7 | % | |||||||||||||||||||||||||||||||||||||
| Total liquidity payments | $ | 206,633 | $ | 195,651 | $ | 10,982 | 5.6 | % | $ | 430,159 | $ | 389,697 | $ | 40,462 | 10.4 | % | |||||||||||||||||||||||||||||||
Liquidity payments increased $11.0 million, or 5.6%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$13.1 million increase in Options liquidity payments primarily driven by an 26.8% increase in Options market contracts, partially offset by a 1.2% decrease in MIH Options market share, and a 13.7% decrease in Options liquidity payments cost of revenue per contract.
•$0.4 million increase in Futures liquidity payments primarily due to the launch of futures financial products in May 2026 where we have introduced incentive programs that promote liquid markets to attract market participants.
•$2.5 million decrease in Equities liquidity payments primarily driven by an 18.2% decrease in MIAX Pearl Equities market share, and a 3.6% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 9.9% increase in U.S. Equities industry volume.
Liquidity payments increased $40.5 million, or 10.4%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$42.6 million increase in Options liquidity payments primarily driven by an 22.8% increase in Options market contracts, and a 3.0% increase in MIH Options market share, partially offset by a 10.9% decrease in Options liquidity payments cost of revenue per contract.
•$1.3 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange due to the introduction of a program in May 2025 to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the MIAX Futures Onyx trading platform. Also contributing to the increase was the launch of futures financial products in May 2026 where we have introduced incentive programs that promote liquid markets to attract market participants.
•$3.4 million decrease in Equities liquidity payments primarily driven by an 18.2% decrease in MIAX Pearl Equities market share, and a 4.3% decrease in MIAX Pearl Equities liquidity capture, partially offset by an 18.8% increase in U.S. Equities industry volume.
Brokerage, Clearing and Exchange Fees
Brokerage, clearing and exchange fees increased $0.9 million, or 6.1%, for the three months ended June 30, 2026 compared to the same period in 2025 primarily due to a $1.4 million increase in clearing fees for Dorman Trading, partially offset by a decrease of $0.9 million at the MIAX Futures Exchange due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
Brokerage, clearing and exchange fees increased $0.7 million, or 2.3%, for the six months ended June 30, 2026 compared to the same period in 2025 primarily due to a $2.0 million increase in clearing fees for Dorman Trading, partially offset by a decrease of $1.8 million at the MIAX Futures Exchange due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
Section 31 Fees
Section 31 fees increased $11.2 million, or 94.5%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to a higher average rate and increased volume.
Section 31 fees decreased $12.2 million, or 34.8%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to a lower average rate. The rate was temporarily reduced from $27.80 per million for
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covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
Other Cost of Revenues
For the three months ended June 30, 2026 compared to the same period in 2025, other cost of revenues increased $0.4 million, or 31.7%, primarily due to increased pass-through expenses.
For the six months ended June 30, 2026 compared to the same period in 2025, other cost of revenues increased $0.4 million, or 15.6%, primarily due to increased pass-through expenses, and higher clearing interest expense.
Revenues Less Cost of Revenues
Revenues less cost of revenues increased $36.5 million, or 34.8%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$21.1 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees (“Net Transaction Fees”) primarily due to a 26.8% increase in Options market contracts, and a 6.0% increase in revenue per contract, partially offset by a 1.2% decrease in MIH Options market share.
•$8.8 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$3.3 million increase in other revenue primarily due to the TISE Acquisition in June 2025.
•$2.0 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings.
•$1.6 million increase in Equities net transaction fees primarily due to less inverted capture caused by pricing changes.
Revenues less cost of revenues increased $73.2 million, or 37.2%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$39.1 million increase in Options net transaction fees primarily due to an 22.8% increase in Options market contracts, a 4.5% increase in revenue per contract, and a 3.0% increase in MIH Options market share.
•$18.1 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$7.2 million increase in other revenue primarily due to the TISE Acquisition in June 2025.
•$5.3 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings.
•$4.3 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
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The following summarizes the components of revenues less cost of revenues for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
| Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange, and Section 31 fees | $ | 86,915 | $ | 64,192 | $ | 22,723 | 35.4 | % | $ | 162,522 | $ | 119,586 | $ | 42,936 | 35.9 | % | |||||||||||||||||||||||||||||||
Access fees | 34,941 | 26,106 | 8,835 | 33.8 | % | 68,298 | 50,189 | 18,109 | 36.1 | % | |||||||||||||||||||||||||||||||||||||
Market data fees | 12,206 | 10,253 | 1,953 | 19.0 | % | 25,161 | 19,895 | 5,266 | 26.5 | % | |||||||||||||||||||||||||||||||||||||
Other revenue | 8,598 | 5,286 | 3,312 | 62.7 | % | 16,566 | 9,334 | 7,232 | 77.5 | % | |||||||||||||||||||||||||||||||||||||
Other cost of revenues | (1,547) | (1,175) | (372) | * | (2,841) | (2,458) | (383) | * | |||||||||||||||||||||||||||||||||||||||
Revenues less cost of revenues | $ | 141,113 | $ | 104,662 | $ | 36,451 | 34.8 | % | $ | 269,706 | $ | 196,546 | $ | 73,160 | 37.2 | % | |||||||||||||||||||||||||||||||
__________________
*Not meaningful
Transaction and Clearing Fees Less Liquidity Payments, Brokerage, Clearing, Exchange and Section 31 Fees
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees increased $22.7 million, or 35.4%, for the three months ended June 30, 2026, compared to the same period in 2025, primarily due to:
•$21.1 million increase in Options net transaction fees due to a 26.8% increase in Options market contracts, and a 6.0% increase in revenue per contract, partially offset by a 1.2% decrease in MIH Options market share.
•$1.6 million increase in Equities net transaction fees primarily due to less inverted capture caused by pricing changes.
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees increased $42.9 million, or 35.9%, for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to:
•$39.1 million increase in Options net transaction fees due to a 22.8% increase in Options market contracts, a 4.5% increase in revenue per contract, and a 3.0% increase in MIH Options market share.
•$4.3 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
Access Fees
Access fees increased $8.8 million, or 33.8%, for the three months ended June 30, 2026 compared to the same period in 2025, and $18.1 million, or 36.1%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
Market Data Fees
Market data fees increased $2.0 million, or 19.0%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.8 million increase due to ad-hoc historical market data sales.
•$1.2 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.4 million decrease due to lower OPRA.
•$0.6 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
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Market data fees increased $5.3 million, or 26.5%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$4.5 million increase due to ad-hoc historical market data sales.
•$2.3 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.6 million decrease due to lower OPRA.
•$0.9 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Other Revenue
Other revenue increased $3.3 million or 62.7% for the three months ended June 30, 2026 compared to the same period in 2025, and $7.2 million or 77.5% for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to the TISE Acquisition in June 2025.
Other Cost of Revenues
For the three months ended June 30, 2026 compared to the same period in 2025, other cost of revenues increased $0.4 million, or 31.7%, primarily due to increased pass-through expenses.
For the six months ended June 30, 2026 compared to the same period in 2025, other cost of revenues increased $0.4 million, or 15.6%, primarily due to increased pass-through expenses, and higher clearing interest expense.
Operating Expenses
Total operating expenses for the three months ended June 30, 2026 compared to the same period in 2025 increased $35.9 million, or 46.5%, primarily due to increased litigation including a litigation settlement, higher compensation and benefits from higher headcount and bonuses, higher information technology expenses, and increased marketing expenses. These were partially offset by lower regulatory costs, lower share based compensation, and lower acquisition-related costs.
Total operating expenses for the six months ended June 30, 2026 compared to the same period in 2025 increased $49.0 million, or 33.3%, primarily due to increased litigation including a litigation settlement, higher compensation and benefits from higher headcount and bonuses, higher information technology expenses, and increased marketing expenses. These were partially offset by lower regulatory costs, lower share based compensation, and lower acquisition-related costs.
The following summarizes the components of operating expenses for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 (in thousands, except percentages):
Three Months Ended June 30, | Increase/ (Decrease) | Percent Change | Six Months Ended June 30, | Increase/ (Decrease) | Percent Change | ||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 40,966 | $ | 40,210 | $ | 756 | 1.9 | % | $ | 85,356 | $ | 77,981 | $ | 7,375 | 9.5 | % | |||||||||||||||||||||||||||||||
| Information technology and communication costs | 10,202 | 8,851 | 1,351 | 15.3 | % | 19,685 | 16,399 | 3,286 | 20.0 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 8,778 | 6,938 | 1,840 | 26.5 | % | 16,866 | 13,108 | 3,758 | 28.7 | % | |||||||||||||||||||||||||||||||||||||
| Occupancy costs | 2,977 | 3,002 | (25) | (0.8) | % | 6,220 | 5,450 | 770 | 14.1 | % | |||||||||||||||||||||||||||||||||||||
| Professional fees and outside services | 11,448 | 10,095 | 1,353 | 13.4 | % | 22,855 | 19,352 | 3,503 | 18.1 | % | |||||||||||||||||||||||||||||||||||||
| Marketing and business development | 3,176 | 555 | 2,621 | 472.3 | % | 4,160 | 1,318 | 2,842 | 215.6 | % | |||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | — | 2,247 | (2,247) | (100.0) | % | — | 2,901 | (2,901) | (100.0) | % | |||||||||||||||||||||||||||||||||||||
| Litigation settlement | 30,000 | — | 30,000 | 100.0 | % | 30,000 | — | 30,000 | 100.0 | % | |||||||||||||||||||||||||||||||||||||
| General, administrative, and other | 5,769 | 5,473 | 296 | 5.4 | % | 10,799 | 10,453 | 346 | 3.3 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 113,316 | $ | 77,371 | $ | 35,945 | 46.5 | % | $ | 195,941 | $ | 146,962 | $ | 48,979 | 33.3 | % | |||||||||||||||||||||||||||||||
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The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands):
| Three Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 59,460 | $ | 7,878 | $ | 17,784 | $ | 4,650 | $ | 23,544 | $ | 113,316 | |||||||||||||||||||||||
Share-based compensation - Compensation and benefits(1) | (2,545) | (540) | (1,196) | (161) | (777) | (5,219) | |||||||||||||||||||||||||||||
Share-based compensation - Professional fees and outside services(2) | — | — | — | — | (229) | (229) | |||||||||||||||||||||||||||||
Share-based compensation - General, administrative, and other(3) | — | — | (107) | (177) | (1,355) | (1,639) | |||||||||||||||||||||||||||||
| Total share-based compensation | (2,545) | (540) | (1,303) | (338) | (2,361) | (7,087) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (2,263) | — | — | — | (754) | (3,017) | |||||||||||||||||||||||||||||
| Litigation settlement | (22,500) | — | — | — | (7,500) | (30,000) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (4,494) | (1,306) | (1,800) | (551) | (627) | (8,778) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 27,658 | $ | 6,032 | $ | 14,681 | $ | 3,761 | $ | 12,302 | $ | 64,434 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $1.1 million in stock options, $1.3 million in restricted stock awards, and $0.2 million in restricted stock units. The Equities segment includes $0.2 million in stock options, $0.3 million in restricted stock awards, and less than $0.1 million in restricted stock units. The Futures segment includes $0.7 million in stock options, $0.5 million in restricted stock awards, and $0.1 million in restricted stock units. The International segment includes $0.1 million in stock options, and less than $0.1 million in both restricted stock awards, and restricted stock units. The Corporate / Other segment includes $0.3 million in stock options, $0.4 million in restricted stock awards, and $0.1 million in restricted stock units.
(2)The Corporate / Other segment includes $0.2 million in stock options, and less than $0.1 million in both restricted stock awards, and warrants.
(3)The Futures segment includes $0.1 million in stock options, and less than $0.1 million in restricted stock awards. The International segment includes $0.2 million in stock options. The Corporate / Other segment includes $1.4 million in restricted stock units.
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 33,572 | $ | 7,468 | $ | 17,803 | $ | 3,441 | $ | 15,087 | $ | 77,371 | |||||||||||||||||||||||
Share-based compensation - Compensation and benefits(1) | (3,780) | (642) | (2,725) | (129) | (1,002) | (8,278) | |||||||||||||||||||||||||||||
Share-based compensation - Professional fees and outside services(2) | (2) | — | 2 | — | (637) | (637) | |||||||||||||||||||||||||||||
Share-based compensation - General, administrative, and other(3) | — | — | 21 | (21) | (509) | (509) | |||||||||||||||||||||||||||||
| Total share-based compensation | (3,782) | (642) | (2,702) | (150) | (2,148) | (9,424) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (632) | — | — | — | (211) | (843) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | — | — | — | — | (739) | (739) | |||||||||||||||||||||||||||||
| Acquisition-related costs | — | — | — | — | (2,247) | (2,247) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (3,405) | (1,553) | (984) | (446) | (550) | (6,938) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 25,753 | $ | 5,273 | $ | 14,117 | $ | 2,845 | $ | 9,192 | $ | 57,180 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $0.7 million in stock options, and $3.1 million in restricted stock awards. The Equities segment includes $0.1 million in stock options, and $0.5 million in restricted stock awards. The Futures segment includes $1.3 million in stock options, and $1.4 million in restricted stock awards. The International segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. The Corporate / Other segment includes $0.2 million in stock options, and $0.8 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.2 million in stock options, $0.2 million in restricted stock awards, and $0.3 million in warrants.
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(3)The Futures segment includes $0.4 million in stock options, and $0.4 million in restricted stock awards.
The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands):
| Six Months Ended June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 97,927 | $ | 15,596 | $ | 34,861 | $ | 9,031 | $ | 38,526 | $ | 195,941 | |||||||||||||||||||||||
Share-based compensation - Compensation and benefits(1) | (6,624) | (1,437) | (3,003) | (367) | (1,993) | (13,424) | |||||||||||||||||||||||||||||
Share-based compensation - Professional fees and outside services(2) | — | — | — | — | (656) | (656) | |||||||||||||||||||||||||||||
Share-based compensation - General, administrative, and other(3) | — | — | (210) | (277) | (1,396) | (1,883) | |||||||||||||||||||||||||||||
| Total share-based compensation | (6,624) | (1,437) | (3,213) | (644) | (4,045) | (15,963) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (4,339) | — | — | — | (1,446) | (5,785) | |||||||||||||||||||||||||||||
| Litigation settlement | (22,500) | — | — | — | (7,500) | (30,000) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (8,820) | (2,362) | (3,363) | (986) | (1,335) | (16,866) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 55,644 | $ | 11,797 | $ | 28,285 | $ | 7,401 | $ | 24,200 | $ | 127,327 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $3.0 million in stock options, $3.4 million in restricted stock awards, and $0.2 million in restricted stock units. The Equities segment includes $0.7 million in stock options, $0.7 million in restricted stock awards, and less than $0.1 million in restricted stock units. The Futures segment includes $1.7 million in stock options, $1.2 million in restricted stock awards, and $0.1 million in restricted stock units. The International segment includes $0.3 million in stock options, $0.1 million in restricted stock awards, and less than $0.1 million in restricted stock units. The Corporate / Other segment includes $0.9 million in stock options, $1.0 million in restricted stock awards, and $0.1 million in restricted stock units.
(2)The Corporate / Other segment includes $0.4 million in stock options, $0.2 million in restricted stock awards, and less than $0.1 million in warrants.
(3)The Futures segment includes $0.2 million in stock options, and less than $0.1 million in restricted stock awards. The International segment includes $0.3 million in stock options. The Corporate / Other segment includes $1.4 million in restricted stock units.
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 64,213 | $ | 15,130 | $ | 34,953 | $ | 5,722 | $ | 26,944 | $ | 146,962 | |||||||||||||||||||||||
Share-based compensation - Compensation and benefits(1) | (7,584) | (1,433) | (5,428) | (389) | (2,087) | (16,921) | |||||||||||||||||||||||||||||
Share-based compensation - Professional fees and outside services(2) | — | — | — | — | (1,245) | (1,245) | |||||||||||||||||||||||||||||
Share-based compensation - General, administrative, and other(3) | — | — | (157) | (77) | (509) | (743) | |||||||||||||||||||||||||||||
| Total share-based compensation | (7,584) | (1,433) | (5,585) | (466) | (3,841) | (18,909) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (1,407) | — | — | — | (469) | (1,876) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (6,467) | (3,040) | (1,963) | (603) | (1,035) | (13,108) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | — | — | — | — | (739) | (739) | |||||||||||||||||||||||||||||
| Acquisition-related costs | — | — | — | — | (2,901) | (2,901) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 48,755 | $ | 10,657 | $ | 27,405 | $ | 4,653 | $ | 17,959 | $ | 109,429 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $1.4 million in stock options, and $6.2 million in restricted stock awards. The Equities segment includes $0.3 million in stock options, and $1.2 million in restricted stock awards. The Futures segment includes $2.6 million in stock options, and $2.9 million in
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restricted stock awards. The International segment includes $0.1 million in stock options, and $0.3 million in restricted stock awards. The Corporate / Other segment includes $0.4 million in stock options, and $1.7 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.3 million in stock options, $0.3 million in restricted stock awards, and $0.7 million in warrants.
(3)The Futures segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. The International segment includes less than $0.1 million in both stock options and restricted stock awards. The Corporate / Other segment includes $0.4 million in stock options, and $0.1 million in restricted stock awards.
Compensation and Benefits
Compensation and benefits increased $0.8 million, or 1.9%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.6 million increase in salaries and benefits primarily driven by higher headcount and merit increases.
•$1.5 million increase in cash bonuses primarily driven by increased headcount and higher profitability.
•$0.8 million increase due to lower internally developed software.
•$0.1 million increase in employer payroll taxes primarily related to increased share based compensation related taxes and higher headcount, partially offset by timing of incentive compensation payments.
•$3.2 million decrease in share-based compensation primarily due to winding down of prior year grants, partially offset by new grants.
Compensation and benefits increased $7.4 million, or 9.5%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$4.6 million increase in salaries and benefits primarily driven by higher headcount and merit increases.
•$3.3 million increase in cash bonuses primarily driven by increased headcount and higher profitability.
•$1.8 million increase in employer payroll taxes primarily related to increased share based compensation related taxes and higher headcount
•$1.5 million increase due to lower internally developed software.
•$3.7 million decrease in share-based compensation primarily due to winding down of prior year grants, partially offset by new grants.
Information Technology and Communication Costs
Information technology and communication costs increased $1.4 million, or 15.3%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$0.8 million increase in software and hardware maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the MIAX Futures Onyx trading platform.
•$0.3 million increase in other general IT expense including increased installations and configuration costs.
•$0.2 million increase for data center costs primarily due to additional space needed.
•$0.1 million increase in market data expense.
Information technology and communication costs increased $3.3 million, or 20.0%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.9 million increase in software and hardware maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the MIAX Futures Onyx and BSX trading platforms.
•$0.8 million increase in other general IT expense including increased installations and configuration costs.
•$0.3 million increase for data center costs primarily due to additional space needed.
•$0.1 million increase in market data expense.
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Depreciation and Amortization
Depreciation and amortization increased $1.8 million, or 26.5% for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$3.4 million increase resulting from capital spending including the launch of the MIAX Sapphire trading floor, and the MIAX Futures Onyx trading platform, as well as increased trading system and business system capacity growth and new functionality.
•$1.6 million decrease from certain assets being fully depreciated.
Depreciation and amortization increased $3.8 million, or 28.7% for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$5.5 million increase resulting from capital spending including the launch of the MIAX Sapphire trading floor, and the MIAX Futures Onyx and BSX trading platforms, as well as increased trading system and business system capacity growth and new functionality.
•$1.8 million decrease from certain assets being fully depreciated.
Occupancy Costs
For the three months ended June 30, 2026 compared to the same period in 2025, occupancy costs were relatively unchanged.
Occupancy costs increased $0.8 million, or 14.1%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to a lease renewal, and additional space for the MIAX Sapphire floor.
Professional Fees and Outside Services
Professional fees and outside services costs increased $1.4 million, or 13.4%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$2.2 million increase in litigation expenses.
•$0.2 million increase in audit fees.
•$0.7 million decrease in regulatory expenses primarily driven by lower CAT costs as invoicing was paused for the majority of the three months ended June 30, 2026.
Professional fees and outside services costs increased $3.5 million, or 18.1%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$3.9 million increase in litigation expenses.
•$1.3 million increase in legal fees.
•$0.5 million increase in audit fees.
•$1.9 million decrease in regulatory expenses primarily driven by lower CAT costs as invoicing were paused for the majority of the six months ended June 30, 2026,
Marketing and Business Development
Marketing and business development costs increased $2.6 million, or 472.3%, for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$2.3 million increase in advertising and promotion, primarily related to the launch of the Company’s new nationwide advertising campaign, “Excellence in Every Exchange.”
•$0.3 million in marketing programs for new financial futures products.
Marketing and business development costs increased $2.8 million, or 215.6%, for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
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•$2.6 million increase in advertising and promotion, primarily related to the launch of the Company’s new nationwide advertising campaign, “Excellence in Every Exchange.”
•$0.3 million in marketing programs for new financial futures products.
Acquisition-Related Costs
Acquisition-related costs include fees for professional services, and other external costs directly related to the acquisition. There were no acquisition-related costs for the three and six months ended June 30, 2026. For the three and six months ended June 30, 2025, acquisition-related costs of $2.2 million and $2.9 million, relate to the TISE Acquisition.
Litigation Settlement
Litigation settlement of $30.0 million for the three and six months ended June 30, 2026 represents amount recognized in connection with a loss contingency related to the Nasdaq matter. See Note 15 - "Commitments and Contingencies - Claims and Litigation" of the notes to condensed consolidated financial statements, for additional information.
General, Administrative, and Other
General, administrative, and other expenses increased $0.3 million, or 5.4% for the three months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.4 million increase in director-related fees.
•$0.3 million in higher insurance costs.
•$0.5 million decrease due to a 2025 reimbursement to certain MIAX Sapphire exchange members resulting from claims for losses due to a system disruption caused by an operational error.
•$0.7 million decrease from owned land and building impairments in 2025.
General, administrative, and other expenses increased $0.3 million, or 3.3% for the six months ended June 30, 2026 compared to the same period in 2025, primarily due to:
•$1.7 million increase in director-related fees.
•$0.4 million in higher insurance costs.
•$0.3 million decrease to travel and entertainment.
•$0.5 million decrease due to a 2025 reimbursement to certain MIAX Sapphire exchange members resulting from claims for losses due to a system disruption caused by an operational error.
•$0.7 million decrease from owned land and building impairments in 2025.
Operating Income
As a result of the items above, operating income was $27.8 million for the three months ended June 30, 2026, compared to $27.3 million for the same period in 2025. For the six months ended June 30, 2026, operating income was $73.8 million compared to $49.6 million for the same period in 2025.
Change in Fair Value of Puttable Common Stock
The change in fair value of puttable common stock of $(1.7) million for the three months ended June 30, 2025, and $(1.9) million for the six months ended June 30, 2025, represents the increase in fair value of outstanding common stock awarded to the participants of ERPs I and II. Prior to the IPO, these awards had an associated put right that could require the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The fair market value of these awards was reflected in puttable common stock, net of current portion on the Company’s consolidated balance sheets.
The right to put shares terminated upon completion of the Company’s IPO in August 2025.
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Change in Fair Value of Puttable Warrants Issued with Debt
The change in fair value of puttable warrants issued with debt of $(1.5) million for the three months ended June 30, 2025, and $(0.9) million for the six months ended June 30, 2025, represents the increase in fair value of the warrants issued in connection with the 2029 Senior Secured Term Loan. Prior to the IPO, the warrants included a put right for unexercised warrant under certain conditions. The initial fair value of the puttable warrants was accounted for as a debt discount and the fair value of the outstanding liability was reflected in puttable warrants issued with debt on the Company’s consolidated balance sheets.
The right to put warrants terminated upon completion of the Company’s IPO in August 2025.
Interest Expense and Amortization of Debt Issuance Costs
Interest expense and amortization of debt issuance costs was less than $0.1 million for the three months ended June 30, 2026, compared to $4.9 million in the same period in 2025, and $0.1 million for the six months ended June 30, 2026, compared to $9.3 million in the same period in 2025. On August 18, 2025, the Company used a portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million.
Interest Income
Interest income was $5.3 million for the three months ended June 30, 2026, an increase of $3.8 million or 270.5% compared to the same period in 2025, and $9.6 million for the six months ended June 30, 2025, an increase of $6.9 million or 255.3% compared to the same period in 2025, both primarily due to a higher average cash balance from proceeds from the IPO and increased cash from operations.
Loss on Sale of Intangible Asset
The loss of $2.1 million for the three and six months ended June 30, 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 same period. The loss represents the difference in the carrying value of the asset and the sale proceeds. BSX sold these tokens for $16.2 million, net of expenses incurred.
Unrealized Loss on Derivative and Digital Assets
For the three months ended June 30, 2026, the unrealized loss of $0.3 million reflects the aggregate unrealized loss from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network. For the three months ended June 30, 2025, the unrealized loss of $4.6 million represents the unrealized loss on 250 million Pyth tokens that remained locked by the Pyth Network.
For the six months ended June 30, 2026, the unrealized loss of $2.9 million reflects the aggregate unrealized loss from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network. For the six months ended June 30, 2025, the unrealized loss of $47.0 million represents the unrealized loss on 250 million Pyth tokens that remained locked by the Pyth Network.
Gain on Sale of Business
On January 20, 2026, the Company completed the sale of 90% of the issued and outstanding equity in MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIH has retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera. The sale of MIAXdx resulted in a gain of $50.6 million, which was recognized upon closing in January 2026. See Note 6 - "Investments" of the notes to condensed consolidated financial statements, for additional information.
Other, Net
For the three months ended June 30, 2026, other income, net of $(3.9) million primarily represents an unrealized loss on marketable equity securities. For the three months ended June 30, 2025, other income, net of $10.7 million primarily represents an $8.6 million gain on the remeasurement of the pre-existing equity interest in TISE, $0.9 million of dividend income, $0.5 million of unrealized gain on available for sale marketable equity securities, and a foreign currency gain of $0.9 million.
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For the six months ended June 30, 2026, other income, net of $(2.2) million primarily represents an unrealized loss on marketable equity securities of $2.6 million, and dividend income of $0.4 million. For the six months ended June 30, 2025, other income, net of $12.4 million primarily represents dividend income of $1.0 million, an unrealized gain on available for sale marketable securities of $1.9 million, an $8.6 million gain on the remeasurement of the pre-existing equity interest in TISE, and a foreign currency gain of $0.9 million.
Income Before Income Tax Provision
As a result of the above, income before income tax provision was $28.8 million for the three months ended June 30, 2026 compared to $24.7 million for the same period in 2025. For the six months ended June 30, 2026, income before income tax provision was $128.8 million as compared to income of $3.4 million for the same period in 2025.
Income Tax Provision
There was a tax benefit of $15.4 million for the three months ended June 30, 2026 on pre-tax income of $28.8 million, and for the same period a year earlier there was a tax expense of $1.1 million on pre-tax income of $24.7 million, resulting in an effective tax rate of (53.6)% and 4.6%, respectively. The change in the effective tax rate was mainly due to a discrete tax benefit in the second quarter of 2026 from the vesting of RSAs and the exercise of stock options and warrants at values significantly higher than the grant date book expense previously recognized for financial reporting.
There was a tax benefit of $85.6 million for the six months ended June 30, 2026 on pre-tax income of $128.8 million, and for the same period a year earlier there was a tax expense of $1.3 million on pre-tax income of $3.4 million, resulting in an effective tax rate of (66.4)% and 38.8%, respectively. The change in the effective tax rate was mainly due to the release of the deferred tax valuation allowance in the first quarter of 2026.
Net Income
As a result of the items above, net income for the three months ended June 30, 2026 was $44.2 million compared to a $23.5 million for the same period in 2025. For the six months ended June 30, 2026, net income was $214.4 million as compared to $2.1 million for the same period in 2025.
Segment Operating Results
We report results from our four segments: Options, Equities, Futures, and International. Segment performance is primarily based on revenues less cost of revenues, operating income (loss) and adjusted EBITDA. We have aggregated all corporate costs, as well as other business ventures, within the Corporate and Other as those activities should not be used to evaluate a segment’s operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment.
The following summarizes our total revenues by segment (in thousands, except percentages):
| Percentage of Total Revenues | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Percent Change | Three Months Ended June 30, | Six Months Ended June 30, | Percent Change | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 316,494 | $ | 261,759 | 20.9 | % | 81.6 | % | 79.9 | % | $ | 621,946 | $ | 522,853 | 19.0 | % | 82.1 | % | 79.8 | % | |||||||||||||||||||||||||||||||||||||||
| Equities | 40,579 | 40,364 | 0.5 | % | 10.5 | % | 12.3 | % | 74,544 | 80,438 | (7.3) | % | 9.8 | % | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Futures | 24,562 | 23,117 | 6.3 | % | 6.3 | % | 7.1 | % | 48,900 | 47,914 | 2.1 | % | 6.5 | % | 7.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| International | 5,744 | 2,291 | 150.7 | % | 1.5 | % | 0.7 | % | 11,388 | 3,117 | 265.4 | % | 1.5 | % | 0.5 | % | |||||||||||||||||||||||||||||||||||||||||||
| Corporate/Other | 250 | 253 | (1.2) | % | 0.1 | % | 0.1 | % | 541 | 539 | 0.4 | % | 0.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 387,629 | $ | 327,784 | 18.3 | % | 100.0 | % | 100.0 | % | $ | 757,319 | $ | 654,861 | 15.6 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
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The following summarizes our total revenues less cost of revenues by segment (in thousands, except percentages):
| Percentage of Total Revenues Less Cost of Revenues | Percentage of Total Revenues Less Cost of Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended June 30, | Percent Change | Three Months Ended June 30, | Six Months Ended June 30, | Percent Change | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 124,394 | $ | 92,765 | 34.1 | % | 88.2 | % | 88.6 | % | $ | 235,661 | $ | 173,989 | 35.4 | % | 87.4 | % | 88.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Equities | 5,542 | 4,363 | 27.0 | % | 3.9 | % | 4.2 | % | 12,206 | 8,022 | 52.2 | % | 4.5 | % | 4.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Futures | 5,094 | 4,990 | 2.1 | % | 3.6 | % | 4.8 | % | 9,724 | 10,879 | (10.6) | % | 3.6 | % | 5.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| International | 5,744 | 2,291 | 150.7 | % | 4.1 | % | 2.2 | % | 11,388 | 3,117 | 265.4 | % | 4.2 | % | 1.6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate/Other | 339 | 253 | 34.0 | % | 0.2 | % | 0.2 | % | 727 | 539 | 34.9 | % | 0.3 | % | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues less cost of revenues | $ | 141,113 | $ | 104,662 | 34.8 | % | 100.0 | % | 100.0 | % | $ | 269,706 | $ | 196,546 | 37.2 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
Options
The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Options segment (in thousands, except percentages):
| Three Months Ended June 30, | Percent Change | Percentage of Total Revenues | Six Months Ended, June 30, | Percent Change | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended, June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | $ | 124,394 | $ | 92,765 | 34.1 | % | 39.3 | % | 35.4 | % | $235,661 | $173,989 | 35.4 | % | 37.9 | % | 33.3 | % | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 59,460 | 33,572 | 77.1 | % | 18.8 | % | 12.8 | % | 97,927 | 64,213 | 52.5 | % | 15.7 | % | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 64,934 | $ | 59,193 | 9.7 | % | 20.5 | % | 22.6 | % | $137,734 | $109,776 | 25.5 | % | 22.1 | % | 21.0 | % | |||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 96,735 | $ | 67,011 | 44.4 | % | 30.6 | % | 25.6 | % | $180,016 | $125,233 | 43.7 | % | 28.9 | % | 24.0 | % | |||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | 77.8 | % | 72.2 | % | 76.4 | % | 72.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
(1)See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
Revenues less cost of revenues increased $31.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to:
•$21.1 million increase in Options net transaction fees primarily due to a 26.8% increase in Options market contracts, and a 6.0% increase in revenue per contract, partially offset by a 1.2% decrease in MIH Options market share.
•$8.5 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$2.1 million increase in market data primarily due to ad-hoc historical market data sales as well as fee increases and new product offerings, partially offset by lower OPRA.
For the three months ended June 30, 2026, operating expenses increased $25.9 million compared to the three months ended June 30, 2025 primarily due to:
•$24.1 million increase in litigation which includes a $22.5 million settlement.
•$1.1 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire.
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•$0.8 million increase in information technology and communication costs.
•$0.5 million increase in compensation and benefits primarily driven by additional headcount, and higher bonus, ans share based payroll taxes, partially offset by decreases in share based compensation primarily due to winding down of prior year grants, partially offset by new grants.
•$0.4 million decrease in regulatory fees primarily due to lower CAT costs as invoices were temporarily paused for the majority of the three months ended June 30, 2026.
As a result of the items above, operating income increased $5.7 million, or 9.7%, for the three months ended June 30, 2026 compared to the same period in 2025. After adjusting for share-based compensation and litigation costs and settlement, adjusted EBITDA increased $29.7 million, or 44.4%, for the three months ended June 30, 2026 compared to the same period in the prior year.
Revenues less cost of revenues increased $61.7 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to:
•$39.1 million increase in Options net transaction fees primarily due to a 22.8% increase in Options market contracts, a 4.5% increase in revenue per contract, and a 3.0% increase in MIH Options market share.
•$17.3 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$5.4 million increase in market data primarily due to ad-hoc historical market data sales as well as fee increases and new product offerings, partially offset by lower OPRA.
For the six months ended June 30, 2026, operating expenses increased $33.7 million compared to the six months ended June 30, 2025 primarily due to:
•$25.4 million increase in litigation which includes a $22.5 million settlement.
•$4.9 million increase in compensation and benefits primarily driven by additional headcount, and higher bonus, and share based payroll taxes, partially offset by decreases in share based compensation primarily due to winding down of prior year grants, partially offset by new grants.
•$2.4 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire.
•$1.8 million increase in information technology and communication costs.
•$0.6 million increase in occupancy costs primarily due to the launch of MIAX Sapphire.
•$1.3 million decrease in regulatory fees primarily due to lower CAT costs as invoices were temporarily paused for the majority of the three months ended June 30, 2026.
As a result of the items above, operating income increased $28.0 million, or 25.5%, for the six months ended June 30, 2026 compared to the same period in 2025. After adjusting for share-based compensation and litigation costs and settlement, adjusted EBITDA increased $54.8 million, or 43.7%, for the six months ended June 30, 2026 compared to the same period in the prior year.
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Equities
The following summarizes revenues less cost of revenues, operating expenses, operating loss, adjusted EBITDA and adjusted EBITDA margin for our Equities segment (in thousands, except percentages):
| Percentage of Total Revenues | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended, June 30, | Percent Change | Three Months Ended, June 30, | Six Months Ended, June 30, | Percent Change | Six Months Ended, June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues less cost of revenues | $ | 5,542 | $ | 4,363 | 27.0 | % | 13.7 | % | 10.8 | % | $ | 12,206 | $ | 8,022 | 52.2 | % | 16.4 | % | 10.0 | % | |||||||||||||||||||||||||||||||||||||||
Operating expenses | 7,878 | 7,468 | 5.5 | % | 19.4 | % | 18.5 | % | 15,596 | 15,130 | 3.1 | % | 20.9 | % | 18.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Operating loss | $ | (2,336) | $ | (3,105) | * | * | * | $ | (3,390) | $ | (7,108) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | (490) | $ | (910) | * | * | * | $ | 409 | $ | (2,635) | * | 0.5 | % | * | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | * | * | 3.4 | % | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
Revenues less cost of revenues increased $1.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to:
•$1.6 million increase in Equities net transaction fees primarily due to less inverted capture caused by pricing changes.
•$0.5 million decrease in market data, primarily from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
For the three months ended June 30, 2026, operating expenses increased $0.4 million compared to the three months ended June 30, 2025 primarily due to:
•$0.7 million increase in compensation and benefits primarily driven by additional headcount, and higher bonus, and share based payroll taxes, partially offset by decreases in share based compensation primarily due to winding down of prior year grants, partially offset by new grants.
•$0.4 million decrease in regulatory fees primarily due to lower CAT costs as invoices were temporarily paused for the majority of the three months ended June 30, 2026.
As a result of the items above, there was an operating loss of $2.3 million for the three months ended June 30, 2026 as compared to an operating loss of $3.1 million in the same period in the prior year. After adjusting for share-based compensation, adjusted EBITDA was $(0.5) million as compared to $(0.9) million for the same period in the prior year.
Revenues less cost of revenues increased $4.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to:
•$4.3 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
•$0.5 million in increases access fees.
•$0.7 million decrease in market data, primarily from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
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For the six months ended June 30, 2026 compared to the same period in 2025, operating expenses increased $0.5 million compared to the six months ended June 30, 2025 primarily due to:
•$1.4 million increase in compensation and benefits primarily driven by additional headcount, and higher bonus, and share based payroll taxes, partially offset by decreases in share based compensation primarily due to winding down of prior year grants, partially offset by new grants.
•$0.7 million decrease in depreciation costs due to end of life of certain assets.
•$0.4 million decrease in regulatory fees primarily due to lower CAT costs as invoices were temporarily paused for the majority of the six months ended June 30, 2026.
As a result of the items above, there was an operating loss of $3.4 million for the six months ended June 30, 2026 as compared to an operating loss of $7.1 million in the same period in the prior year. After adjusting for share-based compensation, adjusted EBITDA was positive $0.4 million as compared to a $2.6 million loss for the same period in the prior year.
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Futures
The following summarizes revenues less cost of revenues, operating expenses, operating loss, adjusted EBITDA and adjusted EBITDA margin for our Futures segment (in thousands, except percentages):
| Three Months Ended, June 30, | Percent Change | Percentage of Total Revenues | Six Months Ended, June 30, | Percent Change | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended, June 30, | Six Months Ended, June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | $ | 5,094 | $ | 4,990 | 2.1 | % | 20.7 | % | 21.6 | % | $ | 9,724 | $ | 10,879 | (10.6) | % | 19.9 | % | 22.7 | % | |||||||||||||||||||||||||||||||||||||||
| Operating expenses | 17,784 | 17,803 | (0.1) | % | 72.4 | % | 77.0 | % | 34,861 | 34,953 | (0.3) | % | 71.3 | % | 72.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | (12,690) | $ | (12,813) | * | * | * | $ | (25,137) | $ | (24,074) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | (9,513) | $ | (8,951) | * | * | * | $ | (18,137) | $ | (16,191) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | * | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
Revenues less cost of revenues increased $0.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to:
•$0.1 million increase in non-transaction fees
•Net transaction fees were flat as increases in agricultural futures were offset by inverted financial futures revenue
For the three months ended June 30, 2026 compared to the same period in 2025, operating expenses were relatively unchanged primarily due to:
•$2.6 million decrease in total operating expenses due to the sale of MIAXdx.
•$0.3 million decrease in compensation and benefits.
•$0.8 million increase in depreciation and amortization excluding the impact of MIAXdx primarily due to the buildout of the new MIAX Futures clearing and trading platform (MIAX Futures Onyx).
•$0.9 million increase in information technology and communication costs excluding the impact of MIAXdx.
•$1.4 million increase in marketing and business development.
As a result of the items above, there was an operating loss of $12.7 million for the three months ended June 30, 2026 as compared to an operating loss of $12.8 million in the same period in the prior year. After adjusting for share-based compensation and investment gain or loss, adjusted EBITDA was a loss of $9.5 million as compared to a $9.0 million loss for the same period in the prior year.
Revenues less cost of revenues decreased $1.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to:
•$0.7 million decrease in non-transaction fees.
•$0.5 million decrease in net transaction fees primarily due to the launch of financial futures where revenue is currently inverted.
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For the six months ended June 30, 2026 compared to the same period in 2025, operating expenses were relatively unchanged primarily due to:
•$4.8 million decrease in total operating expenses due to the sale of MIAXdx.
•$1.4 million increase in depreciation and amortization excluding the impact of MIAXdx primarily due to the buildout of the MIAX Futures clearing and trading platform (MIAX Futures Onyx).
•$1.5 million increase in marketing and business development.
•$2.0 million increase in information technology and communication costs excluding the impact of MIAXdx.
As a result of the items above, there was an operating loss of $25.1 million for the six months ended June 30, 2026 as compared to an operating loss of $24.1 million in the same period in the prior year. After adjusting for share-based compensation and investment gain or loss, adjusted EBITDA was a loss of $18.1 million as compared to a $16.2 million loss for the same period in the prior year.
International
The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our International segment (in thousands, except percentages):
| Percentage of Total Revenues | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended, June 30, | Percent Change | Three Months Ended, June 30, | Six Months Ended, June 30, | Percent Change | Six Months Ended, June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues less cost of revenues | $ | 5,744 | $ | 2,291 | 150.7 | % | 100.0 | % | 100.0 | % | $ | 11,388 | $ | 3,117 | 265.4 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
Operating expenses | 4,650 | 3,441 | 35.1 | % | 81.0 | % | 150.2 | % | 9,031 | 5,722 | 57.8 | % | 79.3 | % | 183.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Operating income (loss) | $ | 1,094 | $ | (1,150) | * | 19.0 | % | * | $ | 2,357 | $ | (2,605) | * | * | * | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | 1,983 | $ | (616) | * | 34.5 | % | * | $ | 3,987 | $ | (1,598) | * | * | * | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA margin(2) | 34.5 | % | * | 35.0 | % | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See “Overview” above for a reconciliation of net income to adjusted EBITDA and management’s reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
Revenues less cost of revenues increased $3.5 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and $8.3 million for the six months ended June 30, 2026 compared to the same period in the prior year, both primarily due to the impact of the June 2025 TISE Acquisition.
For the three months ended June 30, 2026, operating expenses increased $1.2 million compared to the three months ended June 30, 2025 and $3.3 million for the six months ended June 30, 2026 compared to the same period in the prior year, both primarily due to the impact of the June 2025 TISE Acquisition.
As a result of the items above, there was an operating income of $1.1 million for the three months ended June 30, 2026 as compared to an operating loss of $1.2 million in the same period in the prior year. After adjusting for realized and unrealized losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $2.0 million as compared to a $0.6 million loss for the same period in the prior year.
As a result of the items above, there was an operating income of $2.4 million for the six months ended June 30, 2026 as compared to an operating loss of $2.6 million in the same period in the prior year. After adjusting for realized and unrealized losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $4.0 million as compared to a $1.6 million loss for the same period in the prior year.
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Liquidity and Capital Resources
Since our inception, we have financed operations primarily through issuances of common stock and warrants, borrowings under credit facilities and cash flow from operating activities.
On August 15, 2025, the Company completed its IPO, in which the Company issued 17,250,000 shares of common stock at a public offering price of $23.00 per share, which included 2,250,000 shares issued pursuant to the underwriters’ option to purchase additional shares of the Company’s common stock. The Company received $396.8 million in proceeds, before deducting underwriting discounts and commissions and offering expenses.
Based on our current level of operations, we believe our available cash, available borrowings and cash provided by operations will be adequate to meet our current liquidity needs for the next 12 months. In the near term, we expect that our cash from operations will meet our cash needs to fund our operations and capital expenditures. Our future capital requirements will depend on many factors, including but not limited to, our growth rate, headcount, sales and marketing activities, research and development efforts, capital expenditures, the introduction of new products and offerings, potential merger and acquisition activity, other strategic initiatives, volatility in the market or in certain securities and trading volume of our customers. We may be required to seek additional equity or debt financing in the future. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.
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Cash Flows
The following table summarizes our cash flow activities for the six months ended June 30, 2026 and 2025 (in thousands):
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 183,642 | $ | 66,145 | |||||||
Net cash provided by / (used in) investing activities | 23,388 | (79,973) | |||||||||
| Net cash provided by financing activities | 40,106 | 37,195 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (431) | 146 | |||||||||
| Increase in cash, cash equivalents, segregated cash, and restricted cash | $ | 246,705 | $ | 23,513 | |||||||
| Six Months Ended | |||||||||||
| June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 660,462 | $ | 195,319 | |||||||
| Cash segregated under federal and other regulations | 26,894 | 32,330 | |||||||||
| Restricted cash | 13,654 | 6,005 | |||||||||
| Restricted cash (clearing house performance bonds and guarantee funds) | 103,279 | 65,108 | |||||||||
| Restricted cash (participant margin deposits) | — | 1,149 | |||||||||
| Total | $ | 804,289 | $ | 299,911 | |||||||
Cash Provided by Operating Activities
Cash provided by operating activities consisted of net income (loss) adjusted for certain non-cash items including depreciation and amortization and share-based compensation expense, as well as the effect of changes in operating assets and liabilities. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in user activity, the timing of cash receipts and payments and vendor payment terms.
For the six months ended June 30, 2026, cash provided by operating activities was $183.6 million, primarily due to a net income of $214.4 million, and $67.3 million of cash from changes in operating assets and liabilities, partially offset by $98.1 million of non-cash income. The primary drivers of the non-cash expenses during the period was a $85.8 million provision for deferred income taxes, and a $50.6 million gain on the sale of business.
For the six months ended June 30, 2025, cash provided by operating activities was $66.1 million, primarily due to net income of $2.1 million, proceeds from the sale of intangible assets of $16.2 million, and an add-back of non-cash expense of $75.6 million, partially offset by net outflows from changes in operating assets and liabilities of $27.8 million. The primary driver of the non-cash expense was the $47.0 million unrealized loss on derivative assets.
Cash Provided by (Used in) Investing Activities
For the six months ended June 30, 2026, cash provided by investing activities was $23.4 million, primarily consisting of $59.9 million of proceeds from the sale of MIAXdx net of cash and cash equivalents partially offset by $28.0 million in purchases of property, equipment and leasehold improvements, $5.1 million in capitalization of internally developed software, $2.6 million in purchases of certificates of deposit, and $1.3 million in purchases of investments.
For the six months ended June 30, 2025, cash used in investing activities was $80.0 million, consisting of $56.5 million in cash paid, net of cash acquired for TISE, $16.9 million in purchases of property, equipment and leasehold improvements, and $6.6 million in capitalization of internally developed software.
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Cash Provided by Financing Activities
For the six months ended June 30, 2026, cash provided by financing activities was $40.1 million, consisting primarily of $57.2 million in net proceeds from issuance of common stock, partially offset by $17.0 million from stock repurchases.
For the six months ended June 30, 2025, cash flows provided by financing activities was $37.2 million, consisting primarily of $36.9 million in proceeds from issuance of debt.
Contractual Obligations
As of June 30, 2026, we have outstanding unsecured promissory notes of $1.5 million, issued in 2023 and maturing in December 2026. Unpaid interest on these promissory notes (but not the principal) is convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of $20.50 through the maturity date.
As of June 30, 2026, MIAX Futures and Dorman Trading maintain revolving lines of credit with certain banks.
For a discussion of the Company’s outstanding debt, see Note 10 - “Debt” to our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report.
Off-Balance Sheet Arrangements
The following table summarizes our off-balance sheet arrangements as of June 30, 2026. The amount of the obligations presented in the table summarizes our commitments to settle contractual obligations in cash as of the dates presented.
| Payments due by period | |||||||||||||||||
| Total | Less than 1 year | More than 1 year | |||||||||||||||
| Purchase obligations | $ | 14,517 | $ | 3,224 | $ | 11,293 | |||||||||||
Purchase obligations include long-term non-cancelable agreements with consultants and vendors to provide services.
Recent Accounting Pronouncements
For a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, see Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of the amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.
We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact of, and any associated risks related to, these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” For a detailed discussion on the application of these and other accounting policies, see Note 2 “Summary of Significant Accounting Policies” to our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report.
Goodwill and Indefinite-Lived Intangible Assets and Related Impairment
Goodwill represents the excess of the purchase price over the fair value assigned to the net assets, including identifiable intangible assets, of businesses acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit of the acquired company. Indefinite-lived intangible assets are comprised of exchange licenses. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at least annually or when indicators of impairment are identified.
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We assess goodwill for impairment annually on October 1, or more frequently if events or circumstances indicate that the carrying amounts may not be fully recoverable. We first consider the option to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value is less than the carrying amount, we then perform a one-step quantitative impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit.
When a quantitative test is performed, we estimate the fair value of a reporting unit using a combination of an income approach and a market approach. The income approach uses a discounted cash flow methodology that involves significant judgment and projections of future performance. Assumptions about future revenues and future operating expenses, capital expenditures and changes in working capital are based on the annual operating plan and other business plans for each reporting unit. These plans take into consideration numerous factors, including historical experience, current and future operational plans, anticipated future economic conditions and growth expectations for the industries and end markets in which we participate.
We review our indefinite-lived intangible assets, for impairment whenever events or circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Similar to goodwill impairment testing, we test for impairment of indefinite-lived intangible assets during the fourth quarter of our fiscal year using an October 1 measurement date and may first perform a qualitative assessment. If we elect to perform or are required to perform a quantitative assessment, the test consists of a comparison of the fair value of the indefinite-lived intangible asset to its carrying amount as of the impairment testing date. The determination of asset fair value is subject to significant judgment and utilizes valuation techniques including discounting estimated future cash flows. Our estimates of cash flows are based on past experiences adjusted for trends and future expectation, and can be significantly impacted by changes in our business or economic conditions. If the carrying value of the asset exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value.
Income Taxes
We record deferred taxes on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full amount of deferred benefits for uncertain tax positions. Our policy is to include interest and penalties related to unrecognized tax benefits in the income tax provision within the consolidated statements of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk generally represents the risk of loss that may result from the potential change in the value of a financial instrument as a result of fluctuations in interest rates and market prices. Information relating to quantitative and qualitative disclosures about these market risks is described below.
Interest Rate Risk
As of June 30, 2026 and December 31, 2025, our cash and cash equivalents were $660.5 million and $433.6 million, respectively, of which $0.5 million and $0.6 million, respectively, were held in Bermuda, and $24.1 million and $21.7 million, respectively, were held in Guernsey. The remaining cash and cash equivalents are denominated in U.S. dollars and held primarily in interest-bearing accounts with financial institutions and investments in U.S. Treasury securities and money market funds that have original or acquired maturities of 90 days or less. Given the short-term nature and composition of these cash and cash equivalent balances, the Company does not believe that the results of operations or cash flows would be affected to any significant degree by a sudden change in market interest rates. As of June 30, 2026, we had $1.5 million in outstanding debt related to unsecured promissory notes. The outstanding debt bears interest at a fixed interest rate. Changes in interest rates will have no impact on the interest we pay on fixed rate obligations.
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Currency Exchange Risk
We are exposed to foreign currency translation risk as revenues and expenses from our operations in Guernsey, through TISE, are denominated in British pound. For the three months ended June 30, 2026, the foreign currency impact of TISE on our condensed consolidated revenues and expenses was not material.
Equity Risk
Our investment in TISE with functional currency of British pound is exposed to volatility in currency exchange rate through translation of our net assets or equity to U.S. dollar. The translation of the non-U.S. dollar statement of financial condition into U.S. dollar, our reporting currency, results in a cumulative translation adjustment, which is recorded in accumulated other comprehensive income, net within stockholders' equity on our condensed consolidated balance sheets. As of June 30, 2026, our net equity investment in TISE amounted to $102.9 million and a 10% change in British pound foreign currency exchange rate would result in a $10.3 million impact on our consolidated equity.
Credit Risk
We are exposed to credit risk from third parties, including customers, counterparties and clearing agents. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons. We limit our exposure to credit risk by considering such risk when selecting the counterparties with which we make investments and execute agreements. The Company maintains cash with multiple regulated financial institutions and brokerage firms, and such balances may occasionally exceed depository insurance limits. Management monitors the financial condition of these institutions and believes that the likelihood of loss is remote.
We do not have counterparty credit risk with respect to trades matched on our options or equities exchanges in the U.S. With respect to equities, we deliver matched trades of our customers to the National Securities Clearing Corporation (“NSCC”) without taking on counterparty risk for those trades. NSCC acts as a central counterparty on all equity transactions occurring on MIAX Pearl Equities and, as such, guarantees clearance and settlement of all of our matched equity trades. Similarly, with respect to U.S. options, we deliver matched trades of our customers to the OCC, which acts as a central counterparty on all transactions occurring on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire and, as such, guarantees clearance and settlement of all of our matched options trades.
With respect to orders routed to other markets for execution on behalf of our customers, we are exposed to some counterparty credit risk in the case of failure to perform on the part of our routing brokers. We believe that any potential requirement for us to make payments under these guarantees is remote and accordingly, have not recorded any liability in the condensed consolidated financial statements for these guarantees.
Credit difficulties or insolvency, or the perceived possibility of credit difficulties or insolvency, of one or more larger or more visible market participants could also result in market-wide credit difficulties or other market disruptions.
We also have credit risk related to fees that are billed in arrears to customers on a monthly basis. Our potential exposure to credit losses on these transactions is represented by the receivable balances in our condensed consolidated balance sheet. Our customers are financial institutions whose ability to satisfy their contractual obligations may be impacted by volatile securities markets.
On a regular basis, we review and evaluate changes in the status of our counterparties’ creditworthiness. Credit losses such as those described above could adversely affect our condensed consolidated financial position and results of operations. Any such effects to date have been minimal.
Through MIAX Futures, the Company is exposed to further credit risk through our clearing operations. MIAX Futures holds material amounts of clearing participant collateral, both cash and non-cash deposits, which are held or invested primarily to provide security of capital while minimizing credit risk as well as liquidity and market risks. The following is a summary of the risks associated with these deposits and how these risks are mitigated:
•Credit Risk — Credit risk to MIAX Futures comes primarily from two sources, which are the potential default or insolvency of a clearing participant or the insolvency of a settlement bank. Credit risk from clearing participants stems from the potential risk of non-performance by a participant to satisfy its obligations, financial or otherwise, to the clearing house. MIAX Futures attempts to mitigate credit risk posed by clearing participants through a variety of methods, such as marking open positions to market twice daily and requiring clearing participants to make security deposits and pledge margin based upon open positions held at MIAX Futures. Furthermore, MIAX Futures uses risk-based margin methodologies and models to estimate volatilities and determine appropriate
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margin requirements expected to cover exposures and reduce credit risk posted by market fluctuations. Although MIAX Futures clears limited physically delivered contracts, MIAX Futures may face large credit exposures on final settlement days should a participant fail to perform on its delivery obligations. To mitigate this risk, MIAX Futures closely monitors clearing participant exposures during the delivery period and applies product-specific heightened risk management standards through its rules. As to credit risk of settlement banks, MIAX Futures rules require that clearing participants maintain accounts at a settlement bank approved by MIAX Futures. In addition, MIAX Futures monitors approved settlement banks on an ongoing basis by performing financial reviews that evaluate, among other items, a bank’s capital resources and liquidity.
With respect to financial futures (e.g., products based on licensed Bloomberg indexes), these contracts traded on MIAX Futures are cleared by OCC, which also acts as a central counterparty on the transactions. As such, OCC guarantees clearance and settlement of all trades in financial futures occurring on MIAX Futures. The Company believes the likelihood of making payments under these guarantees is remote and accordingly, has not recognized a related liability in the condensed consolidated financial statements.
With respect to financial futures (e.g., products based on licensed Bloomberg indexes), these contracts traded on MIAX Futures are cleared by OCC, which also acts as a central counterparty on the transactions. As such, OCC guarantees clearance and settlement of all trades in financial futures occurring on MIAX Futures. The Company believes the likelihood of making payments under these guarantees is remote and accordingly, has not recognized a related liability in the condensed consolidated financial statements.
•Liquidity Risk — Liquidity risk is the risk MIAX Futures may not be able to meet its payment obligations on time. To help mitigate this risk, MIAX Futures monitors its liquidity requirements closely and maintains funds and assets in a manner which attempts to minimize the risk of loss or delay in the access by the clearing house to such funds and assets. For example, liquidity risks posed by clearing participants are addressed through the collection of margin and the posting of security deposits. On a daily basis, MIAX Futures calculates performance bond requirements for all of its clearing participants’ portfolios and requires that clearing participants post funds to the clearing house to cover its margin requirement. MIAX Futures also maintains multiple lines of credit that could be drawn upon to increase liquidity in the event of a default of a clearing participant. Lastly, MIAX Futures holds sufficient liquid resources to meet its financial obligations in the event of a default by the two clearing participants or their affiliates creating the largest combined loss to the clearing house in extreme but plausible market conditions.
•Market Risk — Market risk, including procyclicality, is another a source of risk faced by MIAX Futures. To help mitigate market risk, the clearing house establishes bond requirements designed to limit the likelihood of procyclical changes in such requirements and mitigate costly and disruptive adjustments to performance bond requirements in periods of high market volatility. Specifically, MIAX Futures rules provide that when calculating performance bond requirements, the clearing house will include measures designed to limit procyclicality that are equivalent to at least one of the options listed in Article 1, paragraph 2(b) of the European Commission’s Implementing Decision 2016/377.
Through Dorman Trading, the Company is exposed to further regulatory and credit risks. Dorman Trading holds material amounts of customer funds. The following is a summary of the risks associated with these funds and how these risks are mitigated:
•Regulatory Risk — Dorman Trading is registered as a futures commission merchant with the CFTC and NFA, and a member of various commodities and futures exchanges in the U.S. and abroad. Dorman Trading has a responsibility to meet margin calls at all exchanges on a daily basis, and even on an intra-day basis, if deemed necessary by relevant regulators or exchanges. Dorman Trading requires clients to make margin deposits the next business day, and requires their largest clients to make intra-day margin payments during periods of significant price movement. Margin required to be posted to the exchanges is a function of clients’ net, or non-clearing FCM gross, open positions and required margin per contract. Dorman Trading is subject to minimum capital requirements under Section 4(f)(b) of the Commodity Exchange Act, Part 1.17 of the rules and regulations of the CFTC. These rules specify the minimum amount of capital that must be available to support clients’ account balances and open trading positions, including the amount of assets that Dorman Trading must maintain in relatively liquid form. Further, the rules are designed to maintain general financial integrity and liquidity. The regulations discussed above limit funds available for dividends to us. As a result, we may be unable to access our operating subsidiaries’ funds when we need them.
•Client and Counterparty Credit and Liquidity Risk — Dorman Trading’s operations expose us to credit risk of default of our clients and counterparties. The risk includes liquidity risk to the extent our clients or counterparties are unable to make timely payment of margin or other credit support. We are indirectly exposed to the financing and liquidity risks of our clients and counterparties, including the risks that our clients and counterparties may not be able to finance their operations. As a clearing broker, Dorman Trading acts on behalf of their clients for all trades consummated on exchanges. Dorman Trading must pay initial and variation margin to the exchanges, on a
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net basis, before receiving the required payments from our clients. Accordingly, Dorman Trading is responsible for clients’ obligations with respect to these transactions, which exposes us to significant credit risk. Dorman Trading’s clients are required to make any margin deposits the next business day, and requires their largest clients to make intra-day margin payments during periods of significant price movement. Dorman Trading’s clients are obligated to maintain margin requirements at the level set by the respective exchanges, but we have the ability to increase margin requirements for clients based on their open positions, trading activity, or market conditions. Additionally, Dorman Trading deposits its own funds and its customers’ funds with banks and other financial institutions, including other FCMs under omnibus arrangements to effect daily cash settlements and, therefore, is exposed to the risks of settlement bank failures. Such failures could pose both credit risks and liquidity risks to Dorman Trading. In the event of the insolvency of one of these financial institutions, Dorman Trading might not be able to fully recover the assets it has deposited since, in certain cases, it will be among the institution’s unsecured creditors. Dorman Trading may also make demand deposits with banks that are secured only to the value of FDIC insurance or other national deposit guarantee coverage, which is small, and therefore, the deposits may in significant part be lost in the event any of these banks or financial institutions become insolvent. As a result, Dorman Trading’s business, financial condition and results of operations could be materially adversely affected by the loss of these funds.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. In connection with the preparation of this Quarterly Report, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of June 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) that have occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
We incorporate herein by reference the discussion set forth in Note 15 - “Commitments and Contingencies - Claims and Litigation” of our notes to the condensed consolidated financial statements included herein.
Item 1A. Risk Factors
There have been no material updates during the period covered by this Quarterly Report to the Risk Factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds.
(a) Recent Sales of Unregistered Equity Securities
There were no sales of equity securities during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
(b) Use of Proceeds
None.
(c) Purchase of common stock from employees
The table below reflects the acquisition of common stock by the Company in the three months ended June 30, 2026. These shares consisted of shares retained to cover tax withholding obligations in connection with the vesting of restricted stock awards.
Period | Total Number of Shares Purchased | Average Price Paid per Share | ||||||||||||||||||||||||||||||
April 1 to April 30, 2026 | — | $ | — | |||||||||||||||||||||||||||||
May 1 to May 31, 2026 | — | $ | — | |||||||||||||||||||||||||||||
June 1 to June 30, 2026 | 91,950 | $ | 40.79 | |||||||||||||||||||||||||||||
Total | 91,950 | $ | 40.79 | |||||||||||||||||||||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Securities Trading Plans of Executive Officers and Directors
The directors and officers who informed the Company of the adoption , modification or termination
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| Name and Title | Action | Date Adopted | Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement | Expiration Date(1) | ||||||||||
up to | ||||||||||||||
up to | ||||||||||||||
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Item 6. Exhibits
The documents listed below are filed (or furnished, as noted) as exhibits to this Quarterly Report:
| Exhibit Number | Exhibit Description | |||||||
10.1 | Miami International Holdings, Inc. Senior Executive Annual Bonus Plan | |||||||
10.2 | Form of Restricted Stock Unit Award Agreement for Directors Pursuant to the Miami International Holdings, Inc. 2022 Equity Incentive Plan | |||||||
10.3 | Form of Restricted Stock Unit Award Agreement for Senior Executives Pursuant to the Miami International Holdings, Inc. 2022 Equity Incentive Plan | |||||||
31.1 | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act | |||||||
31.2 | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act | |||||||
32.1 | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | |||||||
32.2 | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | |||||||
| 101 | Interactive Data File | |||||||
| 104 | Cover Page Interactive Data File (contained in Exhibit 101) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 7, 2026
| MIAMI INTERNATIONAL HOLDINGS, INC. | ||||||||
| By: | /s/ Thomas P. Gallagher | |||||||
| Thomas P. Gallagher | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| By: | /s/ Lance Emmons | |||||||
Lance Emmons | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
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