Miami International (NYSE: MIAX) surges to Q1 profit on 40% revenue growth
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Miami International Holdings reported a sharply stronger first quarter of 2026, swinging to profitability and delivering record revenue. Net revenue rose 40% year-over-year to $128.6 million, driven mainly by options and equities, while GAAP net income reached $170.2 million versus a loss a year earlier.
Results were boosted by a $50.5 million gain on the sale of MIAXdx and a $70.2 million income tax benefit from releasing a deferred tax valuation allowance. Adjusted earnings increased 51% to $45.3 million, adjusted diluted EPS was $0.42, and adjusted EBITDA rose 66% to $66.1 million, for a 51% margin. The company reaffirmed full-year 2026 expense and capital expenditure guidance.
Positive
- Core profitability and scale improved materially: Net revenue rose 40% to $128.6 million, adjusted EBITDA increased 66% to $66.1 million, and adjusted EBITDA margin expanded from 43% to 51%, indicating stronger operating leverage.
- Options and international businesses delivered strong growth: Options net revenue grew 37% to $111.3 million, while international net revenue increased to $5.6 million from $0.8 million, helped by the TISE acquisition.
- Balance sheet strengthened: Cash and cash equivalents reached $550.8 million as of March 31, 2026, while total debt was only $1.5 million, providing significant financial flexibility.
Negative
- None.
Insights
Q1 2026 shows strong core growth, boosted by one-off gains and tax benefits.
Miami International Holdings posted net revenue of $128.6 million, up 40%, with adjusted EBITDA climbing 66% to $66.1 million and margin improving to 51%. Options and equities drove most of the growth, supported by higher volumes, pricing, and market share.
Headline GAAP net income of $170.2 million was amplified by a $50.5 million gain on the MIAXdx sale and a $70.2 million tax benefit tied to releasing a deferred tax valuation allowance. Adjusted earnings of $45.3 million and adjusted EPS of $0.42 better reflect ongoing performance.
The futures segment weakened, with net revenue down 21.4% and a larger operating loss, while international results improved significantly after the TISE acquisition. Management reaffirmed 2026 guidance on adjusted operating expenses, capital spending, and adjusted effective tax rate, signaling continuity in its investment and cost plans for the rest of 2026.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Net revenue: $128.6M
GAAP net income: $170.2M
Adjusted EBITDA: $66.1M
+5 more
8 metrics
Net revenue
$128.6M
Three months ended March 31, 2026; up 40% year-over-year
GAAP net income
$170.2M
Q1 2026 vs. $21.4M net loss in Q1 2025
Adjusted EBITDA
$66.1M
Q1 2026; 66% growth year-over-year, 51% margin
Adjusted earnings
$45.3M
Q1 2026; up 51% from $30.0M in Q1 2025
Diluted EPS
$1.56/share
Q1 2026 GAAP diluted earnings per share
Adjusted diluted EPS
$0.42/share
Q1 2026 adjusted diluted earnings per share
Cash and cash equivalents
$550.8M
Balance as of March 31, 2026
Options market share
17.3%
MIAX options exchanges market share in Q1 2026
Key Terms
Adjusted EBITDA, Adjusted earnings, valuation allowance, Equities capture, +2 more
6 terms
Adjusted EBITDA financial
"Adjusted EBITDA increased 66% to $66.1 million, compared to $39.9 million in the prior-year period"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Adjusted earnings financial
"Adjusted earnings increased 51% to $45.3 million, compared to $30.0 million in the prior-year period"
Adjusted earnings are a company’s profit figure that has been altered to remove one-time, unusual or non-operational items so it better reflects the business’s regular performance. Think of it like looking at a household budget but ignoring a big, unusual expense or windfall to see what normal monthly cash flow looks like; investors use adjusted earnings to compare companies and trends, but should watch what is excluded because choices can change the picture.
valuation allowance financial
"We had an income tax benefit of $70.2 million, primarily resulting from the release of our deferred tax asset valuation allowance"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.
Equities capture financial
"The increase was primarily due to higher net transaction fees from improved pricing as Equities capture was positive for the quarter"
Adjusted EBITDA margin financial
"Adjusted EBITDA margin expanded to 51% from 43% in the prior-year period"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
non-GAAP financial measure financial
"Adjusted earnings, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for share-based compensation"
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.
Offering Details
earnings_snapshot
Offering
Offering Type
earnings_snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 6, 2026
________________________________________
(Exact name of Registrant as Specified in Its Charter)
________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (609 ) 897-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 6, 2026 Miami International Holdings, Inc. (the “Company”) reported its financial results for the quarter ended March 31, 2026. The Company’s press release, dated May 6, 2026, is attached as Exhibit 99.1 and is incorporated by reference into this Item 2.02.
The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | Press release, dated May 6, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: May 6, 2026
Miami International Holdings, Inc.
By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer
Miami International Holdings Reports First Quarter 2026 Results • Q1 Net revenue of $128.6 million (+40% YoY) • Q1 GAAP diluted EPS of $1.56; Adjusted diluted EPS of $0.42 • Q1 Adjusted EBITDA of $66.1 million (+66% YoY); Adjusted EBITDA margin of 51% (+800 bps YoY) • Reaffirms full-year 2026 adjusted operating expense guidance PRINCETON, N.J. and MIAMI – May 6, 2026 – Miami International Holdings, Inc. (MIAX) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced financial results for the first quarter of 2026. MIAX achieved record quarterly revenue and strong financial performance in Q1 2026. Total net revenue grew 40% year-over-year to $128.6 million, adjusted EBITDA increased 66% to $66.1 million, and adjusted EBITDA margin expanded 800 basis points to 51%. Adjusted diluted earnings per share was $0.42. The company also capitalized on elevated market volatility in Q1, increasing market share in multi-listed options to 17.3% in Q1 2026 from 16.0% in the prior year period, representing average daily volume of 10.9 million contracts and a 27% year- over-year increase. “We came out of the gate strong in Q1, delivering record quarterly revenue and continued margin expansion while executing well across all of our business segments,” said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. "Our strong results reflect the scalability of our technology platform, the resilience of our business model, and the momentum we carry into what we expect will be another exciting year of growth and product innovation." Mr. Gallagher added: “MIAX continues to invest in technology and people, collaborating closely with our member firms and customers to drive growth across our exchanges. As we expand into new asset classes, launch new products, and deepen our relationships, we remain focused on leveraging these advantages to deliver sustained growth and long-term shareholder value.” First Quarter 2026 Highlights All figures are compared to the first quarter of 2025 unless otherwise stated. • Net revenue, defined as revenues less cost of revenues, grew 40%, or $36.7 million, to $128.6 million, compared to $91.9 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and market share, as well as higher non- transaction revenue. • Total operating expenses were $82.6 million, compared to $69.6 million in the prior-year period. The increase was primarily due to planned investments in headcount and technology to support our growth initiatives, timing of employer-related payroll taxes, and increased legal expenses, partially offset by lower regulatory costs. • Operating income more than doubled to $46.0 million, compared to $22.3 million in the prior-year period. • Non-operating income of $54.1 million includes a $50.5 million gain on the sale of MIAXdx. • We had an income tax benefit of $70.2 million, primarily resulting from the release of our deferred tax asset valuation allowance. • GAAP net income was $170.2 million, compared to a net loss of $21.4 million in the prior-year period. • Adjusted earnings increased 51% to $45.3 million, compared to $30.0 million in the prior-year period. FOR IMMEDIATE RELEASE May 6, 2026 1
• Adjusted EBITDA increased 66% to $66.1 million, compared to $39.9 million in the prior-year period, driven primarily by strong growth in net revenues. • Adjusted EBITDA margin expanded to 51% from 43% in the prior-year period. First Quarter 2026 Business Updates • MIAX options exchanges reached average daily volume of 10.9 million contracts in the first quarter of 2026, a 26.6% year-over-year (YoY) increase. • MIAX options exchanges achieved market share of 17.3% in the first quarter of 2026, compared to 16.0% in the prior year period. • Listed new Monday and Wednesday short-term option expirations for nine actively traded names in January 2026, expanding the short-dated options program and creating additional volume opportunity across our four options exchanges. • Completed the sale of 90% of the issued and outstanding equity in MIAXdx in January 2026 to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIAX retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC. Summary of Selected Unaudited Condensed Consolidated Financial Results ($000, except per share amounts and percentages) Consolidated First Quarter Results 1Q26 March 31, 2026 1Q25 March 31, 2025 Change Total revenues less cost of revenues ("Net revenue") $ 128,593 $ 91,884 40 % Operating income $ 45,968 $ 22,293 106 % Net income (loss) attributable to MIH stockholders $ 170,224 $ (21,420) ** Diluted EPS $ 1.56 $ (0.34) ** Adjusted earnings* $ 45,342 $ 30,026 51 % Adjusted diluted EPS* $ 0.42 $ 0.38 11 % EBITDA $ 103,794 $ (11,905) ** Adjusted EBITDA* $ 66,062 $ 39,859 66 % Adjusted EBITDA margin %* 51 % 43 % 18 % * Reconciliation of non-GAAP results is included in the tables below. See “Non-GAAP Financial Information” below. ** Not meaningful Segment Results ($000) Net Revenue by Business Segment 1Q26 March 31, 2026 1Q25 March 31, 2025 Change Options $ 111,267 $ 81,224 37 % Equities 6,664 3,659 82 % Futures 4,630 5,889 (21) % International 5,644 826 583 % Corporate/Other 388 286 36 % Total $ 128,593 $ 91,884 40 % 2
Options • Net revenue grew 37% to $111.3 million, compared to $81.2 million in the prior-year period. Growth was primarily driven by higher net transaction fees tied to increased industry volume, higher market share, and higher revenue per contract (RPC). Higher non-transaction fees were primarily driven by increased member connections, 2026 fee increases, the expiration of certain MIAX Sapphire related fee waivers, and new market data products. • Operating income increased 44% to $72.8 million, compared to $50.6 million in the prior-year period. Growth was primarily due to higher net revenues. • Adjusted EBITDA grew 43% to $83.3 million, compared to $58.2 million in the prior-year period. Equities • Net revenue grew 82% to $6.7 million, compared to $3.7 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved pricing as Equities capture was positive for the quarter as compared to historically inverted. • Operating loss of $1.1 million in the first quarter, compared to an operating loss of $4.0 million in the prior- year period. Growth was primarily due to higher net revenues. • Adjusted EBITDA of $0.9 million, compared to ($1.7) million in the prior-year period. Futures • Net revenue was $4.6 million, compared to $5.9 million in the prior-year period. The decline was primarily due to a decline in transaction fees and lower volumes caused by timing of participant migrations to MIAX Futures Onyx, reduced commodity market volatility, and lower RPC, partially offset by the elimination of expenses related to CME Globex. Also contributing to the decrease were lower listings fees and interest income. • Operating loss was $12.4 million, compared to an operating loss of $11.3 million in the prior-year period primarily due to lower revenue. • Adjusted EBITDA of ($8.6) million, compared to ($7.2) million in the prior-year period. International • Net revenue was $5.6 million, compared to $0.8 million in the prior-year period. The increase was primarily due to the acquisition of The International Stock Exchange Group Limited (TISE) in June 2025. • Operating income was $1.3 million, compared to an operating loss of $1.5 million in the prior-year period. The increase was primarily due to the impact of the TISE acquisition. • Adjusted EBITDA of $2.0 million, compared to ($1.0) million in the prior-year period. Capital and Liquidity • As of March 31, 2026, MIAX had cash and cash equivalents of $550.8 million and total debt of $1.5 million. FY 2026 Guidance The company reaffirms its full year 2026 expense guidance and expects: • Adjusted operating expenses, which exclude share-based compensation, depreciation and amortization, and litigation expenses, in a range between $265 million and $275 million; • Share-based compensation expense in a range between $27 million and $30 million; • Capital expenditures, including capitalization of internally developed software, in a range between $40 million and $45 million; • Depreciation and amortization expense in a range between $33 million and $38 million; 3
• Adjusted effective tax rate post valuation allowance release in a range between 27% and 29%. Webcast and Conference Call MIAX will host a webcast and conference call to review its first quarter financial results today, May 6, 2026 at 5:00 p.m. ET. Participants can access the call at 866-652-5200 (international dial-in 412-317-6060) or access the webcast on the Investor Relations section of MIAX’s website at ir.miaxglobal.com. A webcast recording and corresponding presentation will be archived under Events & Presentations at the above link following the event. Non-GAAP Financial Information Adjusted earnings, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for share-based compensation, investment gain/loss, litigation costs, 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 gain/loss on derivative assets, and non-GAAP tax adjustments. Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for interest expense and amortization of debt discount costs, interest income, income tax provision and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs, 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, and unrealized gain/loss on derivative assets. Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by revenues less cost of revenues. Adjusted EPS, a non-GAAP financial measure, is defined as adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti- dilutive securities on a GAAP basis). Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without unreasonable efforts. The Company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the Company’s ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company’s ongoing operations. For a reconciliation of our non-GAAP results to our GAAP results, see the tables below. About MIAX Miami International Holdings, Inc. (NYSE: MIAX) is a technology-driven leader in building and operating regulated financial markets across multiple asset classes and geographies. MIAX® operates eight exchanges across options, futures, equities and international markets including MIAX® Options, MIAX Pearl®, MIAX Emerald®, MIAX Sapphire®, MIAX Pearl Equities™, MIAX Futures™, The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE). MIAX also owns Dorman Trading, a full-service Futures Commission Merchant. To learn more about MIAX please visit www.miaxglobal.com. Disclaimer and Cautionary Note Regarding Forward-Looking Statements This press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, 4
plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expect," "anticipates," "eventually" or "projected." You are cautioned that such statements are based on management’s current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in Miami International Holdings, Inc.’s (together with its subsidiaries, the Company) public filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise. All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company's use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law. Contacts: Investors John T. Williams investor.relations@miaxglobal.com Media Andy Nybo media@miaxglobal.com 5
Three Months Ended March 31, 2026 2025 Revenues: Transaction and clearing fees ........................................................... $ 315,410 $ 289,304 Access fees .......................................................................................... 33,357 24,083 Market data fees ................................................................................. 12,955 9,642 Other revenue ...................................................................................... 7,968 4,048 Total revenues ............................................................................... 369,690 327,077 Cost of revenues: Liquidity payments .............................................................................. 223,526 194,046 Brokerage, clearing, and exchange fees ......................................... 16,277 16,454 Section 31 fees .................................................................................... — 23,410 Other cost of revenues ....................................................................... 1,294 1,283 Total cost of revenues .................................................................. 241,097 235,193 Revenues less cost of revenues ................................................ 128,593 91,884 Operating expenses: Compensation and benefits ............................................................... 44,390 37,771 Information technology and communication costs ......................... 9,483 7,548 Depreciation and amortization .......................................................... 8,088 6,170 Occupancy costs ................................................................................. 3,243 2,448 Professional fees and outside services ........................................... 11,407 9,257 Marketing and business development ............................................. 984 763 Acquisition-related costs .................................................................... — 654 General, administrative, and other ................................................... 5,030 4,980 Total operating expenses ............................................................ 82,625 69,591 Operating income 45,968 22,293 Non-operating (expense) income: Change in fair value of puttable common stock ............................. — (203) Change in fair value of puttable warrants issued with debt .......... — 569 Interest income .................................................................................... 4,386 1,295 Interest expense and amortization of debt issuance costs .......... (45) (4,430) Unrealized loss on derivative assets ................................................ (2,541) (42,413) Gain on sale of business .................................................................... 50,547 — Other, net .............................................................................................. 1,732 1,679 Income (loss) before income tax provision 100,047 (21,210) Income tax benefit (expense) ............................................................ 70,177 (210) Net income (loss) attributable to Miami International Holdings, Inc. $ 170,224 $ (21,420) Weighted-average shares of common stock outstanding Basic ..................................................................................................... 91,793,374 63,549,403 Diluted ................................................................................................... 109,154,227 63,549,403 Net income (loss) per share attributable to common stock Basic ..................................................................................................... $ 1.85 $ (0.34) Diluted ................................................................................................... $ 1.56 $ (0.34) Miami International Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 2026 and 2025 ($000, except share and per share amounts) 6
March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents ............................................................................................................ $ 550,786 $ 433,648 Cash and securities segregated under federal and other regulations .................................... 26,794 27,618 Accounts receivable, net ................................................................................................................ 106,850 98,107 Restricted cash ................................................................................................................................ 14,419 6,005 Clearing house performance bonds and guarantee funds ........................................................ 78,699 70,078 Receivables from broker-dealers, futures commission merchants, and clearing organizations .................................................................................................................................... 149,303 133,533 Current portion of derivative assets .............................................................................................. 4,709 6,017 Other current assets ........................................................................................................................ 39,811 39,232 Assets held for sale ......................................................................................................................... — 40,976 Total current assets .................................................................................................................. 971,371 855,214 Investments ...................................................................................................................................... 29,180 19,180 Fixed assets, net .............................................................................................................................. 53,464 46,854 Internally developed software, net ................................................................................................ 36,518 36,333 Goodwill ............................................................................................................................................. 61,912 62,211 Other intangible assets, net ........................................................................................................... 169,210 170,774 Deferred tax asset, net ................................................................................................................... 59,673 — Derivative assets, net of current portion ...................................................................................... 3,881 5,114 Other assets, net ............................................................................................................................. 58,971 63,745 Total assets ................................................................................................................................ $ 1,444,180 $ 1,259,425 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and other liabilities .......................................................................................... $ 84,029 $ 69,780 Accrued compensation payable .................................................................................................... 19,638 39,412 Current portion of long-term debt .................................................................................................. 1,511 1,508 Deferred transaction revenues ...................................................................................................... 10,397 9,572 Clearing house performance bonds and guarantee funds ........................................................ 78,199 69,578 Payables to customers ................................................................................................................... 153,056 144,641 Payables to clearing organizations ............................................................................................... 4,068 11 Liabilities held for sale ..................................................................................................................... — 2,758 Total current liabilities ............................................................................................................... 350,898 337,260 Deferred income taxes .................................................................................................................... 10,866 22,386 Other non-current liabilities ............................................................................................................ 16,860 18,762 Total liabilities ............................................................................................................................ 378,624 378,408 Commitments and contingencies .................................................................................................. — — Stockholders’ equity: Common stock - voting and nonvoting, par value $0.001 (600,000,000 authorized (400,000,000 voting, 200,000,000 nonvoting); 94,722,622 issued and 94,211,531 outstanding common stock at March 31, 2026 and 85,890,086 issued and 85,536,287 common stock at December 31, 2025 ........................................................................................ 95 86 Common stock in treasury, at cost, 511,091 shares at March 31, 2026 and 353,799 shares at December 31, 2025 ....................................................................................................... (14,545) (8,232) Additional paid-in capital ................................................................................................................. 1,544,484 1,522,143 Accumulated deficit ......................................................................................................................... (462,115) (632,339) Accumulated other comprehensive loss, net .............................................................................. (2,363) (641) Total stockholders’ equity ......................................................................................................... 1,065,556 881,017 Total liabilities and stockholders’ equity ................................................................................. $ 1,444,180 $ 1,259,425 Miami International Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) March 31, 2026 and December 31, 2025 ($000, except share and per share amounts) 7
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA The following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA by segment ($000): Three Months Ended March 31, 2026 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders .............. $ 72,910 $ (1,054) $ (11,003) $ (1,186) $ 110,557 $ 170,224 Interest expense and amortization of debt issuance costs ...... — — — — 45 45 Interest income ............................................................................... (110) — (114) (159) (4,003) (4,386) Income tax (benefit) expense ....................................................... — — — 67 (70,244) (70,177) Depreciation and amortization ...................................................... 4,326 1,056 1,563 435 708 8,088 EBITDA ............................................................................................ 77,126 2 (9,554) (843) 37,063 103,794 Share-based compensation(1) ....................................................... 4,079 897 1,910 306 1,684 8,876 Investment gain(2) ........................................................................... — — (980) — (390) (1,370) Litigation costs(3) ............................................................................. 2,076 — — — 692 2,768 Unrealized loss on derivative assets(4) ........................................ — — — 2,541 — 2,541 Gain on sale of business(5) ............................................................ — — — — (50,547) (50,547) Adjusted EBITDA ............................................................................ $ 83,281 $ 899 — $ (8,624) — $ 2,004 $ — $ (11,498) — $ 66,062 (1) Share-based compensation represents expenses associated with stock options of $4.6 million, restricted stock awards of $4.3 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $8.9 million is made up of $8.2 million to employees within compensation and benefits, $0.4 million to service providers within professional fees and outside services, and $0.2 million to directors within general, administrative, and other. (2) Investment gain of $1.4 million represents an unrealized gain on marketable equity securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. (4) 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 March 31, 2026. (5) Represents the gain on the sale of MIAXdx in January 2026. Three Months Ended March 31, 2025 Options Equities Futures International Corporate / Other Total Net income (loss) allocated to common shareholders .............. $ 51,012 $ (4,003) $ (9,485) $ (43,868) $ (15,076) $ (21,420) Interest expense and amortization of debt issuance costs ...... — — 35 — 4,395 4,430 Interest income ............................................................................... (430) — (196) — (669) (1,295) Income tax expense ....................................................................... — — — — 210 210 Depreciation and amortization ...................................................... 3,062 1,487 979 157 485 6,170 EBITDA ............................................................................................ 53,644 (2,516) (8,667) (43,711) (10,655) (11,905) Share-based compensation(1) ....................................................... 3,803 791 2,882 316 1,693 9,485 Investment gain(2) ........................................................................... — — (1,455) — — (1,455) Acquisition-related costs(3) ............................................................ — — — — 654 654 Litigation costs(4) ............................................................................. 775 — — — 258 1,033 Change in fair value of puttable warrants issued with debt(5) .. — — — — (569) (569) Change in fair value of puttable common stock(6) ..................... — — — — 203 203 Unrealized loss on derivative assets(7) ........................................ — — — 42,413 — 42,413 Adjusted EBITDA ............................................................................ $ 58,222 $ — $ (1,725) $ — $ (7,240) $ — $ (982) $ (8,416) $ — $ 39,859 (1) Share-based compensation represents expenses associated with stock options of $2.6 million, restricted stock awards of $6.5 million and warrants of $0.4 million that have been granted to employees, directors and service providers. The 2025 expense of $9.5 million is made up of $8.6 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.2 million to directors within general, administrative, and other. (2) Investment gain of $1.5 million represents an unrealized gain on available for sale marketable securities. (3) Relates to the TISE acquisition. (4) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. (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. 8
(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) Reflects the unrealized loss resulting from the mark-to-market valuation of the 375 million Pyth tokens that remain locked by the Pyth Network as of March 31, 2025. 9
Segment Operating Results The following sets forth our results of operations by segment ($000): Three Months Ended March 31, 2026 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees ..................................... $ 266,818 $ 27,888 $ 20,643 $ 61 $ — $ 315,410 Access fees .................................................................... 29,118 3,867 390 39 (57) 33,357 Market data fees ........................................................... 9,482 2,157 1,244 80 (8) 12,955 Other revenue ................................................................ 34 53 2,061 5,464 356 7,968 Total revenues ........................................................ 305,452 33,965 24,338 5,644 291 369,690 Cost of revenues: Liquidity payments ........................................................ 192,986 27,101 3,439 — — 223,526 Brokerage, clearing, and exchange fees ................... 1,199 200 14,878 — — 16,277 Other cost of revenues(1) .............................................. — — 1,391 — (97) 1,294 Total cost of revenues ............................................ 194,185 27,301 19,708 — (97) 241,097 Revenues less cost of revenues .......................... 111,267 6,664 4,630 5,644 388 128,593 Operating expenses: Compensation and benefits ......................................... 21,050 4,165 10,441 2,231 6,503 44,390 Information technology and communication costs ... 4,303 1,545 2,914 453 268 9,483 Depreciation and amortization .................................... 4,326 1,056 1,563 435 708 8,088 Occupancy costs ........................................................... 1,601 214 495 254 679 3,243 Professional fees and outside services ..................... 4,858 272 305 462 5,510 11,407 Marketing and business development ....................... 171 57 341 222 193 984 General, administrative, and other ............................. 2,158 409 1,018 324 1,121 5,030 Total operating expenses ...................................... 38,467 7,718 17,077 4,381 14,982 82,625 Operating income / (loss) 72,800 (1,054) (12,447) 1,263 (14,594) 45,968 Non-operating (expense) income: Interest income .............................................................. 110 — 114 159 4,003 4,386 Interest expense and amortization of debt issuance costs ............................................................... — — — — (45) (45) Unrealized loss on derivative assets ......................... — — — (2,541) — (2,541) Gain on sale of business ............................................. — — — — 50,547 50,547 Other, net ........................................................................ — — 1,330 — 402 1,732 Income (loss) before income tax provision 72,910 (1,054) (11,003) (1,119) 40,313 100,047 Income tax benefit (expense) ...................................... — — — (67) 70,244 70,177 Net income (loss) attributable to Miami International Holdings, Inc. $ 72,910 $ (1,054) $ (11,003) $ (1,186) $ 110,557 $ 170,224 (1) Futures segment other cost of revenues includes $0.4 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue. Corporate / Other segment incudes $(0.1) million related to other revenue. 10
Three Months Ended March 31, 2025 Options Equities Futures International Corporate / Other Total Revenues: Transaction and clearing fees ..................................... $ 234,512 $ 34,307 $ 20,449 $ 36 $ — $ 289,304 Access fees .................................................................... 20,384 3,480 237 39 (57) 24,083 Market data fees ........................................................... 6,198 2,287 1,085 80 (8) 9,642 Other revenue ................................................................ — — 3,026 671 351 4,048 Total revenues ........................................................ 261,094 40,074 24,797 826 286 327,077 Cost of revenues: Liquidity payments ........................................................ 163,528 27,990 2,528 — — 194,046 Brokerage, clearing, and exchange fees ................... 1,119 238 15,097 — — 16,454 Section 31 fees .............................................................. 15,223 8,187 — — — 23,410 Other cost of revenues(1) .............................................. — — 1,283 — — 1,283 Total cost of revenues ............................................ 179,870 36,415 18,908 — — 235,193 Revenues less cost of revenues .......................... 81,224 3,659 5,889 826 286 91,884 Operating expenses: Compensation and benefits ......................................... 16,665 3,426 11,475 1,117 5,088 37,771 Information technology and communication costs ... 3,346 1,563 1,977 458 204 7,548 Depreciation and amortization .................................... 3,062 1,487 979 157 485 6,170 Occupancy costs ........................................................... 1,119 141 443 156 589 2,448 Professional fees and outside services ..................... 4,064 530 745 186 3,732 9,257 Marketing and business development ....................... 214 90 261 32 166 763 Acquisition-related costs .............................................. — — — — 654 654 General, administrative, and other ............................. 2,171 425 1,270 175 939 4,980 Total operating expenses ...................................... 30,641 7,662 17,150 2,281 11,857 69,591 Operating income / (loss) 50,583 (4,003) (11,261) (1,455) (11,571) 22,293 Non-operating (expense) income: Change in fair value of puttable warrants issued with debt ......................................................................... — — — — 569 569 Change in fair value of puttable common stock ....... — — — — (203) (203) Interest income .............................................................. 430 — 196 — 669 1,295 Interest expense and amortization of debt issuance costs ............................................................... — — (35) — (4,395) (4,430) Unrealized loss on derivative assets ......................... — — — (42,413) — (42,413) Other, net ........................................................................ (1) — 1,615 — 65 1,679 Income (loss) before income tax provision 51,012 (4,003) (9,485) (43,868) (14,866) (21,210) Income tax expense ..................................................... — — — — (210) (210) Net income (loss) attributable to Miami International Holdings, Inc. $ 51,012 $ (4,003) $ (9,485) $ (43,868) $ (15,076) $ (21,420) (1) Futures other cost of revenues includes $0.3 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue. The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments ($000, except percentages): Options Equities Three Months Ended Three Months Ended March 31, Percent March 31, Percent 2026 2025 Change 2026 2025 Change Revenues less cost of revenues ............... $ 111,267 $ 81,224 37.0 % $ 6,664 $ 3,659 82.1 % Operating expenses .................................... 38,467 30,641 25.5 % 7,718 7,662 0.7 % Operating income (loss) ............................. $ 72,800 $ 50,583 43.9 % $ (1,054) $ (4,003) * Adjusted EBITDA(1) ...................................... $ 83,281 $ 58,222 43.0 % $ 899 $ (1,725) * Adjusted EBITDA margin(2) ......................... 74.8 % 71.7 % 13.5 % * 11
Futures International Three Months Ended Three Months Ended March 31, Percent March 31, Percent 2026 2025 Change 2026 2025 Change Revenues less cost of revenues ............... $ 4,630 $ 5,889 (21.4) % $ 5,644 $ 826 583.3 % Operating expenses .................................... 17,077 17,150 (0.4) % 4,381 2,281 92.1 % Operating income (loss) ............................. $ (12,447) $ (11,261) * $ 1,263 $ (1,455) * Adjusted EBITDA(1) ...................................... $ (8,624) $ (7,240) * $ 2,004 $ (982) * Adjusted EBITDA margin(2) ......................... * * 35.5 % * * Not meaningful (1) See Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA above. (2) Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues. Reconciliations of GAAP Net Income (Loss) to Adjusted Earnings The following table is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings ($000): Three Months Ended March 31, 2026 2025 Net income (loss) allocated to common shareholders ................ $ 170,224 $ (21,420) Share-based compensation(1) ................................................................ 8,876 9,485 Investment gain(2) ..................................................................................... (1,370) (1,455) Litigation costs(3) ....................................................................................... 2,768 1,033 Acquisition-related costs(4) ...................................................................... — 654 Change in fair value of puttable warrants issued with debt(5) ............ — (569) Change in fair value of puttable common stock(6) ............................... — 203 Unrealized loss on derivative assets(7) .................................................. 2,541 42,413 Gain on sale of business(8) ...................................................................... (50,547) — Total non-GAAP pre-tax adjustments ............................................... (37,732) 51,764 Income tax (expense) benefit related to items above(9) ..................... 12,538 (318) One-off discrete tax adjustments(10): ..................................................... Release of valuation allowance as of January 1, 2026 .................. (109,161) — Deferred tax re-measurements ........................................................... 16,133 — Other(11) ................................................................................................... (6,660) — Total non-GAAP tax adjustments ...................................................... (87,150) (318) Adjusted earnings .................................................................................. $ 45,342 $ 30,026 (1) Share-based compensation represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers. (2) Represents unrealized gain on marketable equity securities. (3) Litigation costs are associated with ongoing litigation related to the Nasdaq matter. (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) Reflects the unrealized loss resulting from the mark-to-market valuation of Pyth tokens that remain locked by the Pyth Network as of each balance sheet date. (8) Represents the gain on the sale of MIAXdx in January 2026. (9) Income tax effect is calculated on the pre-tax adjustments to net income, other than share-based compensation which is adjusted as a non-cash expense for which there is a tax deduction, based on the tax laws in the jurisdictions in which we operate. (10) Removes from adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance. (11) Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share-based compensation compared to the book expense. 12
Earnings Per Share The following table sets forth the computation of diluted income (loss) and adjusted earnings per share ($000, except share and per share data): Three Months Ended March 31, 2026 2025 Net income (loss) attributable to MIH ....................................... $ 170,224 $ (21,420) Weighted-average common shares outstanding .................... 109,154,227 63,549,403 Diluted net income (loss) per share .......................................... $ 1.56 $ (0.34) Adjusted earnings ........................................................................ $ 45,342 $ 30,026 Diluted weighted average shares outstanding used for adjusted diluted earnings per share ......................................... 109,154,227 78,075,760 Adjusted diluted earnings per share ......................................... $ 0.42 $ 0.38 13
Key Business Metrics Three Months Ended March 31, 2026 and 2025 Three Months Ended March 31, Increase/ (Decrease) Percent Change2026 2025 Options: Number of trading days .................................................................. 61 60 1 1.7 % Total contracts: Market contracts – Equity and ETF (in thousands) .......... 3,821,454 3,216,233 605,221 18.8 % MIH contracts – Equity and ETF (in thousands) .............. 662,739 514,903 147,836 28.7 % Average daily volume (“ADV”)(defined below)(1) .......................... Market ADV – Equity and ETF (in thousands)(1) ............... 62,647 53,604 9,043 16.9 % MIH ADV – Equity and ETF (in thousands)(1) .................... 10,865 8,582 2,283 26.6 % MIH market share ............................................................................ 17.3 % 16.0 % 1.3 pts 8.1 % Total Options revenue per contract (“RPC”)(2) .............................. $0.110 $0.106 $0.004 3.8 % U.S. Equities: Number of trading days .................................................................. 61 60 1 1.7 % Total shares: Market shares (in millions) .................................................. 1,219,057 941,688 277,369 29.5 % MIH shares (in millions) ........................................................ 10,787 10,557 230 2.2 % ADV(1): Market ADV (in millions)(1) .................................................... 19,985 15,695 4,290 27.3 % MIH ADV (in millions)(1) ......................................................... 177 176 1 0.6 % MIH market share ............................................................................. 0.9 % 1.1 % (0.2) pts (18.2) % Equities capture (per 100 shares) (defined below)(3) .................. $0.005 $(0.020) $0.025 * Futures: Number of trading days ................................................................... 61 61 — — % Agricultural products total contracts ............................................... 659,786 1,098,116 (438,330) (39.9) % Agricultural products ADV(1) ............................................................ 10,816 18,002 (7,186) (39.9) % Agricultural products RPC(2) ............................................................ $1.982 $2.426 $(0.444) (18.3) % International: Total listed securities (period end)(4) .............................................. 6,083 1,206 * * * 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) Q1 2025 does not include TISE which was acquired in June 2025. 14
FAQ
How did Miami International Holdings (MIAX) perform in Q1 2026?
Miami International Holdings delivered strong Q1 2026 results, with net revenue rising 40% to $128.6 million and GAAP net income reaching $170.2 million. Adjusted earnings were $45.3 million, and adjusted EBITDA increased 66% to $66.1 million with a 51% margin.
What drove MIAX’s revenue and profit growth in the first quarter of 2026?
Growth came mainly from the options and equities businesses, higher industry volumes, improved pricing, and increased market share. Options net revenue rose to $111.3 million, equities net revenue to $6.7 million, and international revenue benefited from the TISE acquisition completed in 2025.
How significant were one-time items in MIAX’s Q1 2026 results?
Q1 2026 GAAP results included a $50.5 million gain on the sale of MIAXdx and a $70.2 million income tax benefit from releasing a deferred tax valuation allowance. These items substantially boosted reported net income above underlying adjusted earnings of $45.3 million.
How did MIAX’s business segments perform in Q1 2026?
Options net revenue grew 37% to $111.3 million and adjusted EBITDA to $83.3 million. Equities net revenue climbed 82% to $6.7 million with positive adjusted EBITDA. Futures net revenue declined to $4.6 million with a higher loss, while international revenue rose to $5.6 million.
What guidance did Miami International Holdings provide for full-year 2026?
For 2026, MIAX reaffirmed adjusted operating expenses of $265–275 million, share-based compensation of $27–30 million, capital expenditures of $40–45 million, depreciation and amortization of $33–38 million, and an adjusted effective tax rate between 27% and 29%.
What is MIAX’s liquidity and debt position as of March 31, 2026?
As of March 31, 2026, MIAX held $550.8 million in cash and cash equivalents and had total debt of only $1.5 million. This net cash position supports ongoing investment in technology, growth initiatives, and potential future opportunities.