Every 8-K that Miami International Holdings, Inc. (MIAX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MIAX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MIAX filings page.
Miami International Holdings, Inc. reported record second-quarter 2026 net revenue of $141.1 million, up 35% year-over-year, led by its options segment where net revenue reached $124.4 million and average daily volume was 11.0 million contracts with 16.5% market share.
GAAP net income was $44.2 million versus $23.5 million, supported by a $22.4 million discrete tax benefit related to share-based compensation, while adjusted earnings were $53.3 million. Adjusted EBITDA rose 57% to $76.8 million, lifting margin to 54%, despite operating expenses increasing to $113.3 million, including a $30 million litigation settlement and growth investments. As of June 30, 2026, the company held $660.5 million of cash and cash equivalents and $1.5 million of total debt, and now expects 2026 adjusted operating expenses of $260–270 million.
Miami International Holdings, Inc. reports that on July 20, 2026, the U.S. District Court for the District of New Jersey entered an Order of Dismissal With Prejudice, dismissing all claims for relief and counterclaims in its long-running litigation with Nasdaq, Inc. and their subsidiaries.
The parties have resolved all claims and counterclaims that have been or could have been asserted, and the company states it remains free to operate and modify exchanges and trading platforms and to license, commercialize, improve, utilize, implement, and sell its technology without any license or consent from Nasdaq regarding rights asserted in the case. The dispute began on September 1, 2017, was stayed in 2018 pending Patent Trial and Appeal Board proceedings, and in 2019 the PTAB invalidated six patents asserted by Nasdaq. The company filed its Answer and Counterclaims on August 31, 2021, and the stay was lifted in June 2022.
Miami International Holdings, Inc. reported that between April 1 and June 17, 2026, it issued 1,881,554 shares of common stock in unregistered transactions. The shares went to one accredited investor, one current consultant and nine former consultants.
The issuances reflect three components: a cash exercise of warrants to buy 12,500 shares for $175,000, multiple cashless warrant exercises involving the surrender of 102,790 shares tied to 355,065 warrants with an aggregate exercise price of $4,848,503, and an Exchange Agreement under which 1,616,779 shares were issued in exchange for the cancellation of 2,362,279 warrants. The company relied on Securities Act exemptions in Sections 4(a)(2) and 3(a)(9).
Miami International Holdings, Inc. held its Annual Meeting of Stockholders on June 16, 2026. Stockholders elected fifteen directors to serve until the 2027 annual meeting, with each nominee receiving over 63 million votes in favor.
On a non-binding advisory basis, stockholders approved the Company’s executive compensation, with 49,020,028 votes for, 17,331,303 against and 972,646 abstentions. In the advisory vote on how often to hold future say‑on‑pay votes, 36,641,740 votes favored a three‑year frequency, 29,354,149 favored one year, and 391,017 favored two years, with 937,071 abstentions. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 74,776,726 votes for, 4,868 against and 171,700 abstentions.
Miami International Holdings, Inc. adopted a new Senior Executive Annual Bonus Plan effective for performance periods beginning January 1, 2026. The plan covers executive officers and other employees designated by the CEO, with administration handled by the Board’s Compensation Committee for executives and by the CEO for other participants.
Awards will be earned based on performance metrics set for each performance period, which the company expects to be each fiscal year. Earned bonuses may be paid in cash or in common stock issued under the company’s 2022 Equity Incentive Plan and are subject to the company’s clawback policy and applicable law. The full plan text will be filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2026.
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.
Miami International Holdings, Inc. has elected Eric Sites to its board of directors to fill an existing vacancy. The board approved his appointment on April 23, 2026, effective April 24, 2026.
He will serve until the 2026 Annual Meeting of Shareholders, receive the same compensation as other non‑employee directors, and currently has no committee assignments. The company states he has no family relationships with its directors or executive officers and no transactions requiring disclosure under Item 404(a) of Regulation S‑K. Sites has entered into an indemnification agreement that may cover legal expenses and related costs arising from his board service.
Miami International Holdings, Inc. reported the passing of Murray Stahl, a member of its Board of Directors. The company described him as a valued board member and expressed gratitude for his dedication and service.
This change in board composition was disclosed under Item 5.02 of a current report.
Miami International Holdings, Inc. reported board changes tied to its 2026 Annual Meeting. On March 24, 2026, director Lee Becker informed the board that he will not stand for reelection, and will continue serving until his current term ends at the Annual Meeting.
Also on March 24, 2026, upon recommendation of its Nominating and Corporate Governance Committee, the board elected Jill E. Sommers as a director effective March 25, 2026, to serve until the 2026 Annual Meeting or until a successor is elected and qualified. She has no disclosed related-party transactions or family relationships with directors or executives and will be compensated like other non-employee directors.
Miami International Holdings, Inc. reported unregistered sales of equity securities related to warrant exercises. Between February 18 and February 25, 2026, the company issued 1,033,166 shares of common stock through cashless exercises of pre-funded warrants and warrants held by two warrant holders, in exchange for the surrender of 29,404 existing common shares.
On February 25, 2026, 842,531 shares were issued for the surrender of 44 shares upon exercise of pre-funded warrants, and 190,635 shares were issued for the surrender of 29,360 shares upon exercise of warrants with a $5.50 exercise price. These issuances relied on the Securities Act Section 4(a)(2) registration exemption.
Miami International Holdings reported strong growth for Q4 and full year 2025 while remaining GAAP unprofitable for the year. Q4 net revenue rose 52% to $124.5 million, with GAAP diluted EPS of $0.27 and adjusted EBITDA of $62.2 million, up 112% year over year and producing a 50% adjusted EBITDA margin.
For 2025, net revenue grew 56% to $430.5 million, but GAAP diluted EPS was a loss of ($1.00) due mainly to non-operating items, while adjusted EBITDA increased 143% to $199.1 million and adjusted diluted EPS reached $1.82. Options remained the core driver, with options net revenue up 46% and MIAX options market share at 18.2% in Q4. The company closed a secondary offering, completed its IPO earlier in the year, acquired TISE, and sold 90% of MIAXdx. As of December 31, 2025, it held $433.6 million in cash and cash equivalents and $1.5 million in total debt, and issued 2026 guidance for adjusted operating expenses of $265–$275 million, along with targets for share-based compensation, capex, depreciation, and an adjusted effective tax rate of 27–29%.
Miami International Holdings, Inc. reported issuing 2,150,894 shares of common stock between February 9 and February 18, 2026 in an unregistered equity transaction. The shares were issued upon the partial cashless exercise of a pre-funded warrant by a warrant holder.
As consideration, the holder surrendered 106 existing common shares instead of paying cash, so the transaction increased the total number of shares outstanding without bringing in cash proceeds. The newly issued shares have a par value of $0.001 per share and trade on the New York Stock Exchange under the symbol MIAX.
Miami International Holdings, Inc. reported that between December 15, 2025 and February 9, 2026 it issued a total of 3,973,663 shares of common stock. These shares were not registered under the Securities Act.
The issuances came from converting semi‑annually accrued but unpaid interest under a promissory note with a principal amount of $1,518,559 and from warrant exercises. Warrant holders provided $462,976 in cash and surrendered 72,135 existing shares through cashless exercises, increasing the overall share count while reducing some debt and bringing in cash.
Miami International Holdings, Inc. reported that it has closed the previously announced transaction to sell 90% of the issued and outstanding equity of MIAX Derivatives Exchange (MIAXdx), a wholly owned subsidiary, to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. The Company has retained the remaining 10% equity interest in MIAXdx, so it continues to participate in the derivatives exchange while transferring majority ownership to the joint venture.
The transaction was effective as of January 20, 2026, and Miami International Holdings issued a press release on January 21, 2026, providing further details. That press release is included as Exhibit 99.1 to this report.
Miami International Holdings, Inc. reported that between September 30 and December 15, 2025 it issued 4,006,946 unregistered shares of common stock, more than five percent of shares outstanding as of September 30, 2025. These shares came from converting a $5,000,000 convertible promissory note and accrued interest and from warrant exercises that generated $2,419,500 in cash plus the surrender of 733,923 shares through cashless exercises.
The company also disclosed that on December 15, 2025 certain existing stockholders completed a public secondary offering of 6,750,000 shares of common stock at $41.00 per share, and underwriters fully exercised an option to buy an additional 1,012,500 shares at the same price. Miami International Holdings did not sell shares in this offering and will not receive proceeds from these secondary sales.
Miami International Holdings, Inc. (MIAX) reported that it has entered into an agreement to sell its wholly owned subsidiary, MIAX Derivatives Exchange (MIAXdx), to Robinhood Markets, Inc. in partnership with Susquehanna International Group. The deal is described in a MIAXdx Agreement between the parties.
The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and required filings with the Commodity Futures Trading Commission. MIAX also issued a press release on November 25, 2025, providing further details on the planned sale.
Miami International Holdings (MIAX) announced its financial results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 under Item 2.02 to provide the details. The disclosure is being furnished to the SEC and is not deemed “filed” under the Exchange Act.
Miami International Holdings, Inc. announced that director Jamil Nazarali notified the company he will resign effective October 3, 2025. The notice says the resignation is to "pursue other professional opportunities" and was not the result of any dispute or disagreement with the company, its management, or its board. The filing does not state any replacement director, transition plan, or additional details about Mr. Nazarali's future roles. This is a director-level governance change affecting board composition effective on a specific in 2025.