Miami International Holdings Inc【MIAX】株式ニュース

Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial ResultsFebruary 25, 2026 4:21 PM
PR Newswire (US)

Q4 Net revenue of $124.5 million (+52% YoY), GAAP diluted EPS of $0.27Q4 Adjusted EBITDA of $62.2 million (+112% YoY), Adjusted diluted EPS of $0.52FY 2025 Net revenue of $430.5 million (+56% YoY), GAAP diluted EPS of ($1.00)FY 2025 Adjusted EBITDA of $199.1 million (+143% YoY), Adjusted diluted EPS of $1.82Establishes 2026 adjusted operating expense guidancePRINCETON, N.J. and MIAMI, Feb. 25, 2026 /PRNewswire/ -- Miami International Holdings, Inc. (MIAX) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced results for the fourth quarter and full year 2025.
"We ended a milestone year with another exceptional quarter of progress," said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. "Beyond our strong financial results and record volumes, 2025 was marked by a number of transformative strategic achievements including our successful IPO and secondary offering, the announcement of our strategic sale of 90% of MIAXdx, the launch of the MIAX Sapphire options trading floor in Miami, the launch of the MIAX Futures Onyx trading platform, and the completion of our acquisition of TISE.""We have built a strong foundation for capturing emerging secular growth opportunities. Looking ahead, we'll leverage our technology advantage, broad range of regulatory licenses across multiple jurisdictions, diverse and expanding product range, and most importantly, our deep relationships with our customers to drive continued growth."Fourth Quarter 2025 HighlightsAll figures are compared to the fourth quarter of 2024 unless otherwise stated. Net revenue, defined as revenues less cost of revenues, grew 52% to $124.5 million, compared to $81.7 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and the full-year impact of the MIAX Sapphire® electronic options exchange.Total operating expenses were $81.8 million, compared to $74.5 million in the prior-year period. The increase was primarily due to planned investments in headcount and technology to support our growth initiatives; increased depreciation and amortization expenses related to the launch of the MIAX Sapphire electronic and floor exchange; and the launch of the MIAX Futures Onyx trading platform.Operating income of $42.7 million, compared to $7.2 million in the prior-year period.GAAP net income of $29.9 million, compared to $2.9 million in the prior-year period.Adjusted earnings increased nearly three times to $57.1 million, compared to $19.6 million in the prior-year period.Adjusted EBITDA more than doubled to $62.2 million, compared to $29.3 million in the prior-year period, driven primarily by strong growth in net revenues.Adjusted EBITDA margin expanded to 50% from 36% in the prior-year period.Business UpdatesClosed secondary public offering of 7.8 million shares of common stock at $41.00 per share in the fourth quarter of 2025. The offering consisted entirely of secondary shares.MIAX options exchanges reached a record average daily volume of 11.1 million contracts in the fourth quarter of 2025, a 46.5% increase year-over-year.MIAX options exchanges reached a market share record of 18.2% in the fourth quarter of 2025, a 14.5% increase year-over-year.Completed the sale of 90% of the issued and outstanding equity in MIAXdx in January 2026 to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIAX retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.Listed new Monday and Wednesday short term option expirations for qualifying stocks in the Short term Options Series Program.Summary of Selected Unaudited Condensed Consolidated Financial Results($000, except per share amounts and percentages)
Consolidated Fourth Quarter Results4Q25December 31, 20254Q24December 31, 2024ChangeTotal revenues less cost of revenues$ 124,501$                    81,70552 %Operating income$                    42,689$                      7,158496 %Net income attributable to MIH stockholders$                    29,944$                      2,891936 %Diluted EPS$                        0.27$                        0.04
Adjusted earnings*$                    57,066$                    19,565192 %Adjusted diluted EPS*$                        0.52$                        0.26
EBITDA$                    35,041$                    12,623178 %Adjusted EBITDA*$                    62,163$                    29,338112 %Adjusted EBITDA margin %*50 %36 %39 %* Reconciliation of non-GAAP results is included in the tables below. See "Non-GAAP Financial Information" below. Segment Results($000)
Total Revenues Less Cost of Revenues
(Net Revenue) by Business Segment 4Q25December 31, 20254Q24December 31, 2024Change Options$                   106,903$                    73,14746 %Equities6,3761,846245 %Futures4,8055,565(14) %International6,039851610 %Corporate/Other37829628 %Total$                   124,501$                    81,70552 %Options Net revenue grew 46% to $106.9 million, compared to $73.1 million in the prior-year period. The growth was primarily driven by higher net transaction fees that benefitted from increased industry volume, higher market share, and higher revenue per contract (RPC). Higher non-transaction fees were primarily driven by the full-year impact of the launch of the MIAX Sapphire electronic options exchange.Operating income increased 80% to $73.0 million, compared to $40.6 million in the prior-year period. The growth was primarily due to higher net revenues.Adjusted EBITDA grew 66% to $82.5 million, compared to $49.7 million in the prior-year period.EquitiesNet revenue grew 245% to $6.4 million, compared to $1.8 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved pricing. Equities capture was net neutral for the quarter as compared to historically inverted.Approached operating breakeven in the fourth quarter, compared to an operating loss of $6.3 million in the prior-year period.Adjusted EBITDA of $1.6 million, compared to ($3.8) million in the prior-year period.Futures Net revenue was $4.8 million, compared to $5.6 million in the prior-year period. The decline was primarily due to lower listings fees, and decreased transaction fees due to lower volumes caused by timing of participant migrations to MIAX Futures Onyx and lower commodity market volatility, partially offset by the elimination of expenses related to CME Globex.Operating loss was $14.2 million, compared to an operating loss of $11.0 million in the prior-year period. The change was primarily due to lower revenue and higher operating expenses driven by increased compensation costs.Adjusted EBITDA of ($10.0) million, compared to ($6.9) million in the prior-year period.International Net revenue was $6.0 million, compared to $0.9 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 $0.9 million, compared to an operating loss of $2.8 million in the prior-year period. The change was primarily due to the impact of the TISE acquisition.Adjusted EBITDA of $1.8 million, compared to ($2.0) million in the prior-year period.Capital and LiquidityAs of December 31, 2025, MIAX had cash and cash equivalents of $433.6 million and total debt of $1.5 million.FY 2026 GuidanceFor full year 2026, we expect: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;Adjusted effective tax rate post valuation allowance release in a range between 27% and 29%. Subject to continued improvements in U.S. operating results, the Company anticipates that within the next 12 months, sufficient positive evidence should become available to reach a conclusion that a significant portion of the deferred tax valuation allowance (VA) would no longer be required. The Adjusted ETR is based on non-GAAP adjusted earnings and excludes the discrete tax benefit of the anticipated VA release.Webcast and Conference Call MIAX will host a webcast and conference call to review its fourth quarter and full-year financial results today, February 25, 2026 at 5:00 p.m. ET. Participants can access the call at 866-652-5200 (international dial-in 412-317-6060) or access the webcast on the Investor Relations section of MIAX's website at ir.miaxglobal.com. A webcast recording and corresponding presentation will be archived under Events & Presentations at the above link following the event.Non-GAAP Financial InformationAdjusted earnings, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments.Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets.Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by adjusted revenues less cost of revenues.Adjusted EPS, a non-GAAP financial measure, is defined as adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis).Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without unreasonable efforts. The Company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations. For a reconciliation of our non-GAAP results to our GAAP results, see the tables below.About MIAXMiami 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 StatementsThis press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expect," "anticipates," "eventually" or "projected." You are cautioned that such statements are based on management's current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in Miami International Holdings, Inc.'s (together with its subsidiaries, the Company) public filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company's use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law.Contact:Investors
investor.relations@miaxglobal.comMedia
media@miaxglobal.com Miami International Holdings, Inc. and SubsidiariesCondensed Consolidated Statements of Operations (Unaudited)Three and Twelve Months Ended December 31, 2025 and 2024($000, except share and per share amounts)

Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024Revenues:

Transaction and clearing fees$ 321,172
$ 287,905
$ 1,189,429
$ 1,000,114Access fees28,763
22,780
106,048
89,567Market data fees10,973
8,838
41,598
33,646Other revenue8,526
4,373
26,998
16,745Total revenues369,434
323,896
1,364,073
1,140,072Cost of revenues:

Liquidity payments230,913
201,778
837,896
727,177Brokerage, clearing, and exchange fees12,717
17,328
55,264
68,462Section 31 fees—
22,032
35,225
62,140Equity rights program—
—
—
1,975Other cost of revenues1,303
1,053
5,158
4,674Total cost of revenues244,933
242,191
933,543
864,428Revenues less cost of revenues124,501
81,705
430,530
275,644Operating expenses:

Compensation and benefits41,579
37,998
188,313
145,225Information technology and communication costs9,678
7,725
35,367
29,167Depreciation and amortization8,042
6,265
29,379
23,372Occupancy costs2,966
2,373
11,984
9,405Professional fees and outside services12,633
12,993
42,792
47,656Marketing and business development679
865
2,756
3,063Acquisition-related costs—
—
2,901
—General, administrative, and other6,235
6,328
25,070
20,581Total operating expenses81,812
74,547
338,562
278,469Operating income (loss)42,689
7,158
91,968
(2,825)Non-operating (expense) income:

Change in fair value of puttable common stock—
(2,445)
(2,229)
(10,594)Change in fair value of puttable warrants issued
with debt—
(3,027)
(1,172)
(4,662)Interest income4,043
1,326
9,414
3,302Interest expense and amortization of debt
issuance costs(176)
(4,419)
(12,886)
(13,951)Gain (loss) on sale of intangible asset—
—
(2,054)
52,604Unrealized gain (loss) on derivative assets(15,876)
7,156
(54,915)
83,840Impairment of investments—
(4,108)
—
(4,108)Loss on debt extinguishment—
—
(107,656)
—Other, net186
1,624
10,951
1,475Income (loss) before income tax provision30,866
3,265
(68,579)
105,081Income tax expense(922)
(374)
(1,450)
(3,095)Net income (loss)29,944
2,891
(70,029)
101,986Net loss attributable to non-controlling interest—
—
—
(137)Net income (loss) attributable to Miami International
Holdings, Inc$               29,944
$                 2,891
$              (70,029)
$              102,123

Weighted-average shares of common stock outstanding

Basic87,513,159
63,484,489
69,836,032
60,698,967Diluted109,603,947
76,386,956
69,836,032
74,625,858Net income (loss) per share attributable to common
stock

Basic$                   0.34
$                   0.05
$                  (1.00)
$                   1.68Diluted$                   0.27
$                   0.04
$                  (1.00)
$                   1.39 Miami International Holdings, Inc. and SubsidiariesCondensed Consolidated Balance Sheets (Unaudited)December 31, 2025 and December 31, 2024($000, except share and per share amounts)

December 31, 2025
December 31, 2024Assets

Current assets:

Cash and cash equivalents$                  433,648
$                  150,341Cash and securities segregated under federal and other regulations27,618
30,809Accounts receivable, net98,107
92,415Restricted cash6,005
6,270Clearing house performance bonds and guarantee funds70,078
87,744Participant margin deposits—
1,234Receivables from broker-dealers, futures commission merchants, and clearing organizations133,533
147,164Current portion of derivative assets6,017
33,536Other current assets39,232
23,303Assets held for sale40,976
—Total current assets855,214
572,816Investments19,180
31,022Fixed assets, net46,854
44,478Internally developed software, net36,333
32,262Goodwill62,211
46,818Other intangible assets, net170,774
114,224Derivative assets, net of current portion5,114
50,304Other assets, net63,745
81,727Total assets$               1,259,425
$                  973,651Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and other liabilities$                    69,780
$                  120,361Accrued compensation payable39,412
33,523Current portion of long-term debt1,508
4,767Deferred transaction revenues9,572
2,710Clearing house performance bonds and guarantee funds69,578
87,244Participant margin deposits—
1,234Payables to customers144,641
152,637Payables to clearing organizations11
2,746Liabilities held for sale2,758
—Total current liabilities337,260
405,222Long-term debt—
32,268Deferred income taxes22,386
10,766Puttable common stock, net of current portion—
78,424Puttable warrants issued with debt—
64,188Other non-current liabilities18,762
15,166Total liabilities378,408
606,034Commitments and contingencies—
—Stockholders' equity:

Convertible preferred stock - par value $0.001 (25,000,000 authorized, and 0 issued and
outstanding at December 31, 2025 and 781,859 issued and outstanding at December 31,
2024)—
1Common stock - voting and nonvoting, par value $0.001 (600,000,000 authorized
(400,000,000 voting, 200,000,000 nonvoting); 85,890,086 issued and 85,536,287 outstanding
common stock at December 31, 2025 (85,536,287 voting, 0 nonvoting) and 63,219,480 issued
and 63,181,011 outstanding non-puttable common stock at December 31, 2024 (59,683,661
voting, 3,497,350 nonvoting))86
63Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares
at December 31, 2024(8,232)
(775)Additional paid-in capital1,522,143
930,638Accumulated deficit(632,339)
(562,310)Accumulated other comprehensive loss, net(641)
—Total stockholders' equity881,017
367,617Total liabilities and stockholders' equity$               1,259,425
$                  973,651Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDAThe following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA by segment ($000):
Three Months Ended December 31, 2025
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$         73,308
$               (48)
$       (13,776)
$       (15,326)
$       (14,214)
$         29,944Interest expense and amortization of
debt issuance costs—
—
5
—
171
176Interest income(344)
—
(186)
(174)
(3,339)
(4,043)Income tax expense—
—
—
489
433
922Depreciation and amortization4,327
1,029
1,514
462
710
8,042EBITDA77,291
981
(12,443)
(14,549)
(16,239)
35,041Share based compensation(1)3,909
628
2,600
496
1,926
9,559Investment (gain) loss(2)—
—
(127)
—
73
(54)Litigation costs(3)1,306
—
—
—
435
1,741Unrealized loss on derivative assets(4)—
—
—
15,876
—
15,876Adjusted EBITDA$         82,506
$           1,609
$         (9,970)
$           1,823
$       (13,805)
$         62,163

(1)Share-based compensation represents expenses associated with stock options of $5.1 million, restricted stock awards of $4.2 million, and warrants of $0.2 million that have been granted to employees, directors and service providers. The 2025 expense of $9.6 million is made up of $8.5 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other.(2)Investment (gain) loss of $0.1 million represents an unrealized gain or loss on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)Represents the unrealized loss on 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.
Three Months Ended December 31, 2024
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$         41,041
$         (6,293)
$         (9,893)
$           4,381
$       (26,345)
$           2,891Interest expense and amortization of
debt issuance costs—
—
36
—
4,383
4,419Interest income(459)
—
(212)
—
(655)
(1,326)Income tax expense—
—
1
—
373
374Depreciation and amortization3,100
1,423
1,045
157
540
6,265EBITDA43,682
(4,870)
(9,023)
4,538
(21,704)
12,623Share based compensation(1)3,937
1,049
2,655
573
1,825
10,039Investment gain(2)—
—
(510)
—
—
(510)Litigation costs(3)2,086
—
—
—
695
2,781Change in fair value of puttable warrants
issued with debt(4)—
—
—
—
3,027
3,027Change in fair value of puttable common
stock(5)—
—
—
—
2,445
2,445Impairment charges(6)—
—
—
—
6,089
6,089Unrealized gain on derivative assets(7)—
—
—
(7,156)
—
(7,156)Adjusted EBITDA$         49,705
$         (3,821)
$         (6,878)
$         (2,045)
$         (7,623)
$         29,338

(1)Share-based compensation represents expenses associated with stock options of $2.9 million, restricted stock awards of $6.7 million and warrants of $0.4 million that have been granted to employees, directors and service providers. The 2024 expense of $10.0 million is made up of $9.0 million to employees within compensation and benefits, $0.7 million to service providers within professional fees and outside services, $0.4 million to directors within general, administrative, and other.(2)Investment gain of $0.5 million represents an unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.(5)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX's ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(6)Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(7)Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.
Year Ended December 31, 2025
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$       235,695
$       (12,014)
$       (53,710)
$       (58,645)
$     (181,355)
$       (70,029)Interest expense and amortization of
debt issuance costs—
—
111
—
12,775
12,886Interest income(1,592)
—
(785)
(305)
(6,732)
(9,414)Income tax expense—
—
—
962
488
1,450Depreciation and amortization14,620
5,639
5,169
1,500
2,451
29,379EBITDA248,723
(6,375)
(49,215)
(56,488)
(172,373)
(35,728)Share based compensation(1)24,815
4,460
15,288
1,473
11,530
57,566Investment gain(2)—
—
(1,797)
—
(8,577)
(10,374)Litigation costs(3)3,321
—
—
—
1,107
4,428Impairment charges(4)—
—
—
—
2,717
2,717Acquisition-related costs(5)—
—
—
—
2,901
2,901Change in fair value of puttable warrants
issued with debt(6)—
—
—
—
1,172
1,172Change in fair value of puttable common
stock(7)—
—
—
—
2,229
2,229Loss on intangible asset(8)—
—
—
2,054
—
2,054Unrealized loss on derivative assets(9)—
—
—
54,915
—
54,915One time IPO payments(10)—
—
—
—
8,048
8,048Warrant modifications(11)—
—
—
—
1,516
1,516Loss on extinguishment of debt(12)—
—
—
—
107,656
107,656Adjusted EBITDA$       276,859
$         (1,915)
$       (35,724)
$           1,954
$       (42,074)
$       199,100

(1)Share-based compensation represents expenses associated with stock options of $14.4 million, restricted stock awards of $42.0 million, and warrants of $1.2 million that have been granted to employees, directors and service providers. The 2025 expense of $57.6 million is made up of $53.3 million to employees within compensation and benefits, $2.8 million to service providers within professional fees and outside services, and $1.5 million to directors within general, administrative, and other.(2)Investment gain of $10.4 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.8 million of unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)Impairment charges of $2.7 million related to owned land and building impairments.(5)Related to the TISE acquisition.(6)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.(7)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(8)Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 125 million Pyth tokens upon unlocking prior to their sale during the second quarter of 2025, and of the 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.(10)One time IPO bonuses paid to certain employees and termination payments to former directors.(11)Represents expense recognized upon the extension of expiration date of certain warrants.(12)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
Year Ended December 31, 2024
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$       134,831
$       (27,148)
$       (42,420)
$       125,650
$       (88,790)
$       102,123Interest expense and amortization of debt
issuance costs—
—
173
—
13,778
13,951Interest income(1,264)
—
(899)
—
(1,139)
(3,302)Income tax expense (benefit)—
—
(2,188)
—
5,283
3,095Depreciation and amortization11,216
5,919
3,446
584
2,207
23,372EBITDA144,783
(21,229)
(41,888)
126,234
(68,661)
139,239Share based compensation(1)15,823
5,977
11,342
2,591
7,898
43,631Investment (gain) loss(2)—
—
(952)
—
2,037
1,085Litigation costs(3)6,646
—
—
—
2,215
8,861Change in fair value of puttable warrants issued
with debt(4)—
—
—
—
4,662
4,662Change in fair value of puttable common
stock(5)—
—
—
—
10,594
10,594Settlement fee(6)—
—
—
—
3,000
3,000Settlement of induced conversion expense in
common stock(7)—
—
—
—
1,365
1,365Gain on intangible asset(8)—
—
—
(52,604)
—
(52,604)Impairment charges(9)—
—
—
—
6,089
6,089Unrealized gain on derivative assets(10)—
—
—
(83,840)
—
(83,840)Adjusted EBITDA$       167,252
$       (15,252)
$       (31,498)
$         (7,619)
$       (30,801)
$         82,082

(1)Share-based compensation represents expenses associated with stock options of $11.6 million, restricted stock awards of $28.0 million and warrants of $2.0 million that have been granted to employees, directors and service providers as well as the expense associated with the ERP of $2.0 million. The 2024 expense of $43.6 million is made up of $37.0 million to employees within compensation and benefits, $2.9 million to service providers within professional fees and outside services, $1.7 million to directors within general, administrative, and other, and $2.0 million in the ERP cost of revenues.(2)Investment (gain) loss of $1.1 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.(5)The change in fair value of puttable common stock of $10.6 million represents the increase in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(6)The Company recognized expense of $3.0 million related to a settlement fee to its Prior Loan Agreement lender.(7)Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.(8)Represents the realized gain on 125 million Pyth tokens that were unlocked by the Pyth Network and sold by BSX during the second quarter of 2024. BSX sold these tokens for $52.6 million, net of expenses incurred.(9)Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(10)Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.Segment Operating ResultsThe following sets forth our results of operations by segment ($000):
Three Months Ended December 31, 2025
OptionsEquitiesFuturesInternationalCorporate /
OtherTotalRevenues:

Transaction and clearing fees$      275,800$        28,517$        16,799$               56$ —$      321,172Access fees24,7183,82323940(57)28,763Market data fees7,1352,5131,25379(7)10,973Other revenue(27)272,3005,8643628,526Total revenues307,62634,88020,5916,039298369,434Cost of revenues:

Liquidity payments199,52828,3083,077——230,913Brokerage, clearing, and exchange fees1,19519611,326——12,717Other cost of revenues(1)——1,383—(80)1,303Total cost of revenues200,72328,50415,786—(80)244,933Revenues less cost of revenues106,9036,3764,8056,039378124,501Operating expenses:

Compensation and benefits18,5032,84312,1393,0205,07441,579Information technology and communication costs4,1201,8242,7477052829,678Depreciation and amortization4,3271,0291,5144627108,042Occupancy costs1,5481735982264212,966Professional fees and outside services3,2951746514408,07312,633Marketing and business development11430297116122679General, administrative, and other2,0313511,0892052,5596,235Total operating expenses33,9386,42419,0355,17417,24181,812Operating income / (loss)72,965(48)(14,230)865(16,863)42,689Non-operating (expense) income:

Interest income344—1861743,3394,043Interest expense and amortization of debt
issuance costs——(5)—(171)(176)Unrealized loss on derivative assets———(15,876)—(15,876)Other, net(1)—273—(86)186Income (loss) before income tax provision73,308(48)(13,776)(14,837)(13,781)30,866Income tax expense———(489)(433)(922)Net income (loss) attributable to Miami International
Holdings, Inc$        73,308$             (48)$       (13,776)$       (15,326)$       (14,214)$        29,944

(1)Futures other cost of revenues includes $0.3 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue.
Three Months Ended December 31, 2024
OptionsEquitiesFuturesInternationalCorporate /
OtherTotalRevenues:

Transaction and clearing fees$      228,005$        39,834$        20,018$               48$ —$      287,905Access fees19,1073,51218236(57)22,780Market data fees5,4142,42992379(7)8,838Other revenue57—3,2686883604,373Total revenues252,58345,77524,391851296323,896Cost of revenues:

Liquidity payments165,16434,4512,163——201,778Brokerage, clearing, and exchange fees1,44926915,610——17,328Section 31 fees12,8239,209———22,032Other cost of revenues(1)——1,053——1,053Total cost of revenues179,43643,92918,826——242,191Revenues less cost of revenues73,1471,8465,56585129681,705Operating expenses:

Compensation and benefits16,7034,01110,0691,9835,23237,998Information technology and communication costs3,0851,4322,4646411037,725Depreciation and amortization3,1001,4231,0451575406,265Occupancy costs1,0531784771465192,373Professional fees and outside services7,0007821,1182063,88712,993Marketing and business development2301214665412865General, administrative, and other1,3943011,2384282,9676,328Total operating expenses32,5658,13916,5573,62613,66074,547Operating income / (loss)40,582(6,293)(10,992)(2,775)(13,364)7,158Non-operating (expense) income:

Change in fair value of puttable warrants issued
with debt————(3,027)(3,027)Change in fair value of puttable common stock————(2,445)(2,445)Interest income459—212—6551,326Interest expense and amortization of debt
issuance costs——(36)—(4,383)(4,419)Impairment of investments————(4,108)(4,108)Unrealized gain on derivative assets———7,156—7,156Other, net——924—7001,624Income (loss) before income tax provision41,041(6,293)(9,892)4,381(25,972)3,265Income tax expense——(1)—(373)(374)Net income (loss) attributable to Miami International
Holdings, Inc$        41,041$         (6,293)$         (9,893)$          4,381$       (26,345)$          2,891

(1)Futures other cost of revenues includes $0.2 million related to access fees, $0.2 million related to market data fees, and $0.6 million related to other revenue.The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments ($000, except percentages):

Options
Equities

Three Months Ended

Three Months Ended

December 31,
Percent
December 31,
Percent

2025
2024
Change
2025
2024
Change
Revenues less cost of revenues$     106,903
$       73,147
46.1 %
$         6,376
$         1,846
245.4 %
Operating expenses33,938
32,565
4.2 %
6,424
8,139
(21.1) %
Operating income (loss)$       72,965
$       40,582
79.8 %
$ (48)
$ (6,293)
*
Adjusted EBITDA(1)$       82,506
$       49,705
66.0 %
$         1,609
$ (3,821)
*
Adjusted EBITDA margin(2)77.2 %
68.0 %

—
*

Futures
International

Three Months Ended

Three Months Ended

December 31,
Percent
December 31,
Percent

2025
2024
Change
2025
2024
Change
Revenues less cost of revenues$         4,805
$         5,565
(13.7) %
$         6,039
$            851
609.6 %
Operating expenses19,035
16,557
15.0 %
5,174
3,626
42.7 %
Operating income (loss)$ (14,230)
$ (10,992)
*
$            865
$ (2,775)
*
Adjusted EBITDA(1)$ (9,970)
$ (6,878)
*
$         1,823
$ (2,045)
*
Adjusted EBITDA margin(2)*
*

30.2 %
*

* Not meaningful
(1)See Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA above.(2)Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.Reconciliations of GAAP Net Income (Loss) to Adjusted Earnings The following table is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings ($000):

Three Months Ended
Year Ended

December 31,
December 31,

2025
2024
2025
2024
Net income (loss) allocated to common shareholders$              29,944
$                2,891
$            (70,029)
$            102,123
Share based compensation(1)9,559
10,039
57,566
43,631
Investment (gain) loss(2)(54)
(510)
(10,374)
1,085
Litigation costs(3)1,741
2,781
4,428
8,861
Impairment charges(4)—
6,089
2,717
6,089
Acquisition-related costs(5)—
—
2,901
—
Change in fair value of puttable warrants issued with debt(6)—
3,027
1,172
4,662
Change in fair value of puttable common stock(7)—
2,445
2,229
10,594
(Gain) loss on intangible asset(8)—
—
2,054
(52,604)
Settlement of induced conversion expense in common stock(9)—
—
—
1,365
Settlement fee(10)—
—
—
3,000
Unrealized (gain) loss on derivative assets(11)15,876
(7,156)
54,915
(83,840)
Loss on extinguishment of debt(12)—
—
107,656
—
Warrant modifications(13)—
—
1,516
—
One time IPO payments(14)—
—
8,048
—
Tax effect of adjustments—
(41)
—
(59)
Adjusted earnings$              57,066
$              19,565
$            164,799
$              44,907

(1)Share-based compensation represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers.(2)Represents unrealized gain or loss from the TISE investment or acquisition and unrealized gain or loss on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)2025 impairment charges related to owned land and building impairments. 2024 impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(5)Related to the TISE acquisition.(6)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.(7)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX's ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(8)2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the first tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024.(9)Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.(10)The Company recognized expense of $3.0 million related to a settlement fee paid to its Prior Loan Agreement lender.(11)Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.(12)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.(13)Represents expense recognized upon the extension of expiration date of certain warrants.(14)One time IPO bonuses paid to certain employees and termination payments to former directors.Earnings Per ShareThe following table sets forth the computation of diluted income (loss) and adjusted earnings per share ($000, except share and per share data):
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024Net income (loss) attributable to MIH$                 29,944
$                  2,891
$               (70,029)
$              102,123Weighted-average common shares outstanding109,603,947
76,386,956
69,836,032
74,625,858Diluted net income (loss) per share$                     0.27
$                    0.04
$ (1.00)
1.39(1)

Adjusted earnings$                 57,066
$                19,565
$              164,799
$                44,907Diluted weighted average shares outstanding used for
adjusted diluted earnings per share109,603,947
76,386,956
90,582,541
74,625,858Adjusted diluted earnings per share$                     0.52
$                    0.26
$                    1.82
$ 0.62(1)

(1)Inclusive of the adjustment to net income/adjusted earnings related to interest expense on convertible debt for the year ended December 31, 2024. Key Business MetricsThree and Twelve Months Ended December 31, 2025 and 2024

Three Months EndedDecember 31,
Increase/
(Decrease)
PercentChange
Years EndedDecember 31,
Increase/
(Decrease)
PercentChange
2025
2024

2025
2024

Options:

Number of trading days64
64
—
— %
250
252
(2)
(0.8) %Total contracts:

Market contracts – Equity and ETF (in
thousands)3,907,421
3,042,309
865,112
28.4 %
13,949,424
11,178,827
2,770,597
24.8 %MIH contracts – Equity andETF (in
thousands)710,111
484,721
225,390
46.5 %
2,384,481
1,690,223
694,258
41.1 %Average daily volume ("ADV")(defined
below)(1)

Market ADV – Equity and ETF (in
thousands)(1)61,053
47,536
13,517
28.4 %
55,798
44,360
11,438
25.8 %MIH ADV – Equity and ETF (in
thousands)(1)11,095
7,574
3,521
46.5 %
9,538
6,707
2,831
42.2 %MIH market share18.2 %
15.9 %
2.3 pts
14.5 %
17.1 %
15.1 %
2.0 pts
13.2 %Total Options revenue per contract ("RPC")(2)$0.106
$0.100
$0.006
6.0 %
$0.108
$0.091
$0.017
18.7 %U.S. Equities:

Number of trading days64
64
—
— %
250
252
(2)
(0.8) %Total shares:

Market shares (in millions)1,189,337
869,190
320,147
36.8 %
4,387,616
3,064,080
1,323,536
43.2 %MIH shares (in millions)11,089
11,991
(902)
(7.5) %
45,798
49,865
(4,067)
(8.2) %ADV(1):

Market ADV (in millions)(1)18,583
13,581
5,002
36.8 %
17,550
12,159
5,391
44.3 %MIH ADV (in millions)(1)173
187
(14)
(7.5) %
183
198
(15)
(7.6) %MIH market share0.9 %
1.4 %
(0.5) pts
(35.7) %
1.0 %
1.6 %
(0.6) pts
(37.5) %Equities capture (per 100 shares) (defined
below)(3)$0.000
$(0.034)
$0.034
*
$(0.012)
$(0.040)
$0.028
*Futures:

Number of trading days64
64
—
— %
251
252
(1)
(0.4) %Agricultural products total contracts524,040
777,110
(253,070)
(32.6) %
3,260,353
3,188,735
71,618
2.2 %Agricultural products ADV(1)8,188
12,142
(3,954)
(32.6) %
12,989
12,654
335
2.6 %Agricultural products RPC(2)$2.281
$2.530
$(0.249)
(9.8) %
$2.241
$2.522
$(0.281)
(11.1) %* Percentage calculation is not meaningful. Represents a change in inverted fees.

(1)ADV is calculated as total contracts or shares for the period divided by total trading days for the period.(2)RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period.(3)Equities capture per one hundred shares refers to transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees, and Section 31 fees (Net Transaction Fees), divided by one-hundredth of total shares.Logo - https://mma.prnewswire.com/media/2635716/MIAX_new_Logo.jpg

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Original: Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial Results

Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial ResultsFebruary 25, 2026 4:10 PM
PR Newswire (US)

Q4 Net revenue of $124.5 million (+52% YoY), GAAP diluted EPS of $0.27Q4 Adjusted EBITDA of $62.2 million (+112% YoY), Adjusted diluted EPS of $0.52FY 2025 Net revenue of $430.5 million (+56% YoY), GAAP diluted EPS of ($1.00)FY 2025 Adjusted EBITDA of $199.1 million (+143% YoY), Adjusted diluted EPS of $1.82Establishes 2026 adjusted operating expense guidancePRINCETON, N.J. and MIAMI, Feb. 25, 2026 /PRNewswire/ -- Miami International Holdings, Inc. (MIAX) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced results for the fourth quarter and full year 2025.

"We ended a milestone year with another exceptional quarter of progress," said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. "Beyond our strong financial results and record volumes, 2025 was marked by a number of transformative strategic achievements including our successful IPO and secondary offering, the announcement of our strategic sale of 90% of MIAXdx, the launch of the MIAX Sapphire options trading floor in Miami, the launch of the MIAX Futures Onyx trading platform, and the completion of our acquisition of TISE.""We have built a strong foundation for capturing emerging secular growth opportunities. Looking ahead, we'll leverage our technology advantage, broad range of regulatory licenses across multiple jurisdictions, diverse and expanding product range, and most importantly, our deep relationships with our customers to drive continued growth."Fourth Quarter 2025 HighlightsAll figures are compared to the fourth quarter of 2024 unless otherwise stated. Net revenue, defined as revenues less cost of revenues, grew 52% to $124.5 million, compared to $81.7 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and the full-year impact of the MIAX Sapphire® electronic options exchange.Total operating expenses were $81.8 million, compared to $74.5 million in the prior-year period. The increase was primarily due to planned investments in headcount and technology to support our growth initiatives; increased depreciation and amortization expenses related to the launch of the MIAX Sapphire electronic and floor exchange; and the launch of the MIAX Futures Onyx trading platform.Operating income of $42.7 million, compared to $7.2 million in the prior-year period.GAAP net income of $29.9 million, compared to $2.9 million in the prior-year period.Adjusted earnings increased nearly three times to $57.1 million, compared to $19.6 million in the prior-year period.Adjusted EBITDA more than doubled to $62.2 million, compared to $29.3 million in the prior-year period, driven primarily by strong growth in net revenues.Adjusted EBITDA margin expanded to 50% from 36% in the prior-year period.Business UpdatesClosed secondary public offering of 7.8 million shares of common stock at $41.00 per share in the fourth quarter of 2025. The offering consisted entirely of secondary shares.MIAX options exchanges reached a record average daily volume of 11.1 million contracts in the fourth quarter of 2025, a 46.5% increase year-over-year.MIAX options exchanges reached a market share record of 18.2% in the fourth quarter of 2025, a 14.5% increase year-over-year.Completed the sale of 90% of the issued and outstanding equity in MIAXdx in January 2026 to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIAX retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.Listed new Monday and Wednesday short term option expirations for qualifying stocks in the Short term Options Series Program.Summary of Selected Unaudited Condensed Consolidated Financial Results($000, except per share amounts and percentages)
Consolidated Fourth Quarter Results4Q25December 31, 20254Q24December 31, 2024ChangeTotal revenues less cost of revenues$ 124,501$                    81,70552 %Operating income$                    42,689$                      7,158496 %Net income attributable to MIH stockholders$                    29,944$                      2,891936 %Diluted EPS$                        0.27$                        0.04
Adjusted earnings*$                    57,066$                    19,565192 %Adjusted diluted EPS*$                        0.52$                        0.26
EBITDA$                    35,041$                    12,623178 %Adjusted EBITDA*$                    62,163$                    29,338112 %Adjusted EBITDA margin %*50 %36 %39 %* Reconciliation of non-GAAP results is included in the tables below. See "Non-GAAP Financial Information" below. Segment Results($000)
Total Revenues Less Cost of Revenues
(Net Revenue) by Business Segment 4Q25December 31, 20254Q24December 31, 2024Change Options$                   106,903$                    73,14746 %Equities6,3761,846245 %Futures4,8055,565(14) %International6,039851610 %Corporate/Other37829628 %Total$                   124,501$                    81,70552 %Options Net revenue grew 46% to $106.9 million, compared to $73.1 million in the prior-year period. The growth was primarily driven by higher net transaction fees that benefitted from increased industry volume, higher market share, and higher revenue per contract (RPC). Higher non-transaction fees were primarily driven by the full-year impact of the launch of the MIAX Sapphire electronic options exchange.Operating income increased 80% to $73.0 million, compared to $40.6 million in the prior-year period. The growth was primarily due to higher net revenues.Adjusted EBITDA grew 66% to $82.5 million, compared to $49.7 million in the prior-year period.EquitiesNet revenue grew 245% to $6.4 million, compared to $1.8 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved pricing. Equities capture was net neutral for the quarter as compared to historically inverted.Approached operating breakeven in the fourth quarter, compared to an operating loss of $6.3 million in the prior-year period.Adjusted EBITDA of $1.6 million, compared to ($3.8) million in the prior-year period.Futures Net revenue was $4.8 million, compared to $5.6 million in the prior-year period. The decline was primarily due to lower listings fees, and decreased transaction fees due to lower volumes caused by timing of participant migrations to MIAX Futures Onyx and lower commodity market volatility, partially offset by the elimination of expenses related to CME Globex.Operating loss was $14.2 million, compared to an operating loss of $11.0 million in the prior-year period. The change was primarily due to lower revenue and higher operating expenses driven by increased compensation costs.Adjusted EBITDA of ($10.0) million, compared to ($6.9) million in the prior-year period.International Net revenue was $6.0 million, compared to $0.9 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 $0.9 million, compared to an operating loss of $2.8 million in the prior-year period. The change was primarily due to the impact of the TISE acquisition.Adjusted EBITDA of $1.8 million, compared to ($2.0) million in the prior-year period.Capital and LiquidityAs of December 31, 2025, MIAX had cash and cash equivalents of $433.6 million and total debt of $1.5 million.FY 2026 GuidanceFor full year 2026, we expect: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;Adjusted effective tax rate post valuation allowance release in a range between 27% and 29%. Subject to continued improvements in U.S. operating results, the Company anticipates that within the next 12 months, sufficient positive evidence should become available to reach a conclusion that a significant portion of the deferred tax valuation allowance (VA) would no longer be required. The Adjusted ETR is based on non-GAAP adjusted earnings and excludes the discrete tax benefit of the anticipated VA release.Webcast and Conference Call MIAX will host a webcast and conference call to review its fourth quarter and full-year financial results today, February 25, 2026 at 5:00 p.m. ET. Participants can access the call at 866-652-5200 (international dial-in 412-317-6060) or access the webcast on the Investor Relations section of MIAX's website at ir.miaxglobal.com. A webcast recording and corresponding presentation will be archived under Events & Presentations at the above link following the event.Non-GAAP Financial InformationAdjusted earnings, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, warrant modifications, and unrealized gain/loss on derivative assets, net of the income tax effects of these adjustments.Adjusted EBITDA, a non-GAAP financial measure, is defined as net income (loss) attributable to MIH adjusted for interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, loss on extinguishment of debt, one time IPO payments, settlement fee, impairment charges, gain/loss on intangible asset, warrant modifications, and unrealized gain/loss on derivative assets.Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by adjusted revenues less cost of revenues.Adjusted EPS, a non-GAAP financial measure, is defined as adjusted earnings divided by diluted weighted average shares outstanding used for adjusted diluted earnings per share (which includes the impact of anti-dilutive securities on a GAAP basis).Certain components of the guidance given in this presentation with respect to our financial performance for the full year of 2026 are provided on a non-GAAP basis only without providing the most comparable guidance on a GAAP basis or a quantitative reconciliation to guidance provided on a GAAP basis. Information is presented in this manner because the preparation of such guidance on a GAAP basis and such reconciliation could not be accomplished without unreasonable efforts. The Company does not have access to certain information that would be necessary to provide such guidance on a GAAP basis or such reconciliation, including non-recurring items that are not indicative of the Company's ongoing operations. The Company does not believe that this information is likely to be significant to an assessment of the Company's ongoing operations. For a reconciliation of our non-GAAP results to our GAAP results, see the tables below.About MIAXMiami 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 StatementsThis press release contains forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expect," "anticipates," "eventually" or "projected." You are cautioned that such statements are based on management's current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in Miami International Holdings, Inc.'s (together with its subsidiaries, the Company) public filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise.All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company's use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law.Contact:Investors
investor.relations@miaxglobal.comMedia
media@miaxglobal.com Miami International Holdings, Inc. and SubsidiariesCondensed Consolidated Statements of Operations (Unaudited)Three and Twelve Months Ended December 31, 2025 and 2024($000, except share and per share amounts)

Three Months Ended December 31,
Year Ended December 31,
2025
2024
2025
2024Revenues:

Transaction and clearing fees$ 321,172
$ 287,905
$ 1,189,429
$ 1,000,114Access fees28,763
22,780
106,048
89,567Market data fees10,973
8,838
41,598
33,646Other revenue8,526
4,373
26,998
16,745Total revenues369,434
323,896
1,364,073
1,140,072Cost of revenues:

Liquidity payments230,913
201,778
837,896
727,177Brokerage, clearing, and exchange fees12,717
17,328
55,264
68,462Section 31 fees—
22,032
35,225
62,140Equity rights program—
—
—
1,975Other cost of revenues1,303
1,053
5,158
4,674Total cost of revenues244,933
242,191
933,543
864,428Revenues less cost of revenues124,501
81,705
430,530
275,644Operating expenses:

Compensation and benefits41,579
37,998
188,313
145,225Information technology and communication costs9,678
7,725
35,367
29,167Depreciation and amortization8,042
6,265
29,379
23,372Occupancy costs2,966
2,373
11,984
9,405Professional fees and outside services12,633
12,993
42,792
47,656Marketing and business development679
865
2,756
3,063Acquisition-related costs—
—
2,901
—General, administrative, and other6,235
6,328
25,070
20,581Total operating expenses81,812
74,547
338,562
278,469Operating income (loss)42,689
7,158
91,968
(2,825)Non-operating (expense) income:

Change in fair value of puttable common stock—
(2,445)
(2,229)
(10,594)Change in fair value of puttable warrants issued
with debt—
(3,027)
(1,172)
(4,662)Interest income4,043
1,326
9,414
3,302Interest expense and amortization of debt
issuance costs(176)
(4,419)
(12,886)
(13,951)Gain (loss) on sale of intangible asset—
—
(2,054)
52,604Unrealized gain (loss) on derivative assets(15,876)
7,156
(54,915)
83,840Impairment of investments—
(4,108)
—
(4,108)Loss on debt extinguishment—
—
(107,656)
—Other, net186
1,624
10,951
1,475Income (loss) before income tax provision30,866
3,265
(68,579)
105,081Income tax expense(922)
(374)
(1,450)
(3,095)Net income (loss)29,944
2,891
(70,029)
101,986Net loss attributable to non-controlling interest—
—
—
(137)Net income (loss) attributable to Miami International
Holdings, Inc$               29,944
$                 2,891
$              (70,029)
$              102,123

Weighted-average shares of common stock outstanding

Basic87,513,159
63,484,489
69,836,032
60,698,967Diluted109,603,947
76,386,956
69,836,032
74,625,858Net income (loss) per share attributable to common
stock

Basic$                   0.34
$                   0.05
$                  (1.00)
$                   1.68Diluted$                   0.27
$                   0.04
$                  (1.00)
$                   1.39 Miami International Holdings, Inc. and SubsidiariesCondensed Consolidated Balance Sheets (Unaudited)December 31, 2025 and December 31, 2024($000, except share and per share amounts)

December 31, 2025
December 31, 2024Assets

Current assets:

Cash and cash equivalents$                  433,648
$                  150,341Cash and securities segregated under federal and other regulations27,618
30,809Accounts receivable, net98,107
92,415Restricted cash6,005
6,270Clearing house performance bonds and guarantee funds70,078
87,744Participant margin deposits—
1,234Receivables from broker-dealers, futures commission merchants, and clearing organizations133,533
147,164Current portion of derivative assets6,017
33,536Other current assets39,232
23,303Assets held for sale40,976
—Total current assets855,214
572,816Investments19,180
31,022Fixed assets, net46,854
44,478Internally developed software, net36,333
32,262Goodwill62,211
46,818Other intangible assets, net170,774
114,224Derivative assets, net of current portion5,114
50,304Other assets, net63,745
81,727Total assets$               1,259,425
$                  973,651Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and other liabilities$                    69,780
$                  120,361Accrued compensation payable39,412
33,523Current portion of long-term debt1,508
4,767Deferred transaction revenues9,572
2,710Clearing house performance bonds and guarantee funds69,578
87,244Participant margin deposits—
1,234Payables to customers144,641
152,637Payables to clearing organizations11
2,746Liabilities held for sale2,758
—Total current liabilities337,260
405,222Long-term debt—
32,268Deferred income taxes22,386
10,766Puttable common stock, net of current portion—
78,424Puttable warrants issued with debt—
64,188Other non-current liabilities18,762
15,166Total liabilities378,408
606,034Commitments and contingencies—
—Stockholders' equity:

Convertible preferred stock - par value $0.001 (25,000,000 authorized, and 0 issued and
outstanding at December 31, 2025 and 781,859 issued and outstanding at December 31,
2024)—
1Common stock - voting and nonvoting, par value $0.001 (600,000,000 authorized
(400,000,000 voting, 200,000,000 nonvoting); 85,890,086 issued and 85,536,287 outstanding
common stock at December 31, 2025 (85,536,287 voting, 0 nonvoting) and 63,219,480 issued
and 63,181,011 outstanding non-puttable common stock at December 31, 2024 (59,683,661
voting, 3,497,350 nonvoting))86
63Common stock in treasury, at cost, 353,799 shares at December 31, 2025 and 38,469 shares
at December 31, 2024(8,232)
(775)Additional paid-in capital1,522,143
930,638Accumulated deficit(632,339)
(562,310)Accumulated other comprehensive loss, net(641)
—Total stockholders' equity881,017
367,617Total liabilities and stockholders' equity$               1,259,425
$                  973,651Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDAThe following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA by segment ($000):
Three Months Ended December 31, 2025
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$         73,308
$               (48)
$       (13,776)
$       (15,326)
$       (14,214)
$         29,944Interest expense and amortization of
debt issuance costs—
—
5
—
171
176Interest income(344)
—
(186)
(174)
(3,339)
(4,043)Income tax expense—
—
—
489
433
922Depreciation and amortization4,327
1,029
1,514
462
710
8,042EBITDA77,291
981
(12,443)
(14,549)
(16,239)
35,041Share based compensation(1)3,909
628
2,600
496
1,926
9,559Investment (gain) loss(2)—
—
(127)
—
73
(54)Litigation costs(3)1,306
—
—
—
435
1,741Unrealized loss on derivative assets(4)—
—
—
15,876
—
15,876Adjusted EBITDA$         82,506
$           1,609
$         (9,970)
$           1,823
$       (13,805)
$         62,163

(1)Share-based compensation represents expenses associated with stock options of $5.1 million, restricted stock awards of $4.2 million, and warrants of $0.2 million that have been granted to employees, directors and service providers. The 2025 expense of $9.6 million is made up of $8.5 million to employees within compensation and benefits, $0.6 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other.(2)Investment (gain) loss of $0.1 million represents an unrealized gain or loss on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)Represents the unrealized loss on 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.
Three Months Ended December 31, 2024
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$         41,041
$         (6,293)
$         (9,893)
$           4,381
$       (26,345)
$           2,891Interest expense and amortization of
debt issuance costs—
—
36
—
4,383
4,419Interest income(459)
—
(212)
—
(655)
(1,326)Income tax expense—
—
1
—
373
374Depreciation and amortization3,100
1,423
1,045
157
540
6,265EBITDA43,682
(4,870)
(9,023)
4,538
(21,704)
12,623Share based compensation(1)3,937
1,049
2,655
573
1,825
10,039Investment gain(2)—
—
(510)
—
—
(510)Litigation costs(3)2,086
—
—
—
695
2,781Change in fair value of puttable warrants
issued with debt(4)—
—
—
—
3,027
3,027Change in fair value of puttable common
stock(5)—
—
—
—
2,445
2,445Impairment charges(6)—
—
—
—
6,089
6,089Unrealized gain on derivative assets(7)—
—
—
(7,156)
—
(7,156)Adjusted EBITDA$         49,705
$         (3,821)
$         (6,878)
$         (2,045)
$         (7,623)
$         29,338

(1)Share-based compensation represents expenses associated with stock options of $2.9 million, restricted stock awards of $6.7 million and warrants of $0.4 million that have been granted to employees, directors and service providers. The 2024 expense of $10.0 million is made up of $9.0 million to employees within compensation and benefits, $0.7 million to service providers within professional fees and outside services, $0.4 million to directors within general, administrative, and other.(2)Investment gain of $0.5 million represents an unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.(5)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX's ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(6)Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(7)Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.
Year Ended December 31, 2025
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$       235,695
$       (12,014)
$       (53,710)
$       (58,645)
$     (181,355)
$       (70,029)Interest expense and amortization of
debt issuance costs—
—
111
—
12,775
12,886Interest income(1,592)
—
(785)
(305)
(6,732)
(9,414)Income tax expense—
—
—
962
488
1,450Depreciation and amortization14,620
5,639
5,169
1,500
2,451
29,379EBITDA248,723
(6,375)
(49,215)
(56,488)
(172,373)
(35,728)Share based compensation(1)24,815
4,460
15,288
1,473
11,530
57,566Investment gain(2)—
—
(1,797)
—
(8,577)
(10,374)Litigation costs(3)3,321
—
—
—
1,107
4,428Impairment charges(4)—
—
—
—
2,717
2,717Acquisition-related costs(5)—
—
—
—
2,901
2,901Change in fair value of puttable warrants
issued with debt(6)—
—
—
—
1,172
1,172Change in fair value of puttable common
stock(7)—
—
—
—
2,229
2,229Loss on intangible asset(8)—
—
—
2,054
—
2,054Unrealized loss on derivative assets(9)—
—
—
54,915
—
54,915One time IPO payments(10)—
—
—
—
8,048
8,048Warrant modifications(11)—
—
—
—
1,516
1,516Loss on extinguishment of debt(12)—
—
—
—
107,656
107,656Adjusted EBITDA$       276,859
$         (1,915)
$       (35,724)
$           1,954
$       (42,074)
$       199,100

(1)Share-based compensation represents expenses associated with stock options of $14.4 million, restricted stock awards of $42.0 million, and warrants of $1.2 million that have been granted to employees, directors and service providers. The 2025 expense of $57.6 million is made up of $53.3 million to employees within compensation and benefits, $2.8 million to service providers within professional fees and outside services, and $1.5 million to directors within general, administrative, and other.(2)Investment gain of $10.4 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.8 million of unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)Impairment charges of $2.7 million related to owned land and building impairments.(5)Related to the TISE acquisition.(6)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.(7)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(8)Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 125 million Pyth tokens upon unlocking prior to their sale during the second quarter of 2025, and of the 250 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2025.(10)One time IPO bonuses paid to certain employees and termination payments to former directors.(11)Represents expense recognized upon the extension of expiration date of certain warrants.(12)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
Year Ended December 31, 2024
Options
Equities
Futures
International
Corporate /
Other
TotalNet income (loss) allocated to common
shareholders$       134,831
$       (27,148)
$       (42,420)
$       125,650
$       (88,790)
$       102,123Interest expense and amortization of debt
issuance costs—
—
173
—
13,778
13,951Interest income(1,264)
—
(899)
—
(1,139)
(3,302)Income tax expense (benefit)—
—
(2,188)
—
5,283
3,095Depreciation and amortization11,216
5,919
3,446
584
2,207
23,372EBITDA144,783
(21,229)
(41,888)
126,234
(68,661)
139,239Share based compensation(1)15,823
5,977
11,342
2,591
7,898
43,631Investment (gain) loss(2)—
—
(952)
—
2,037
1,085Litigation costs(3)6,646
—
—
—
2,215
8,861Change in fair value of puttable warrants issued
with debt(4)—
—
—
—
4,662
4,662Change in fair value of puttable common
stock(5)—
—
—
—
10,594
10,594Settlement fee(6)—
—
—
—
3,000
3,000Settlement of induced conversion expense in
common stock(7)—
—
—
—
1,365
1,365Gain on intangible asset(8)—
—
—
(52,604)
—
(52,604)Impairment charges(9)—
—
—
—
6,089
6,089Unrealized gain on derivative assets(10)—
—
—
(83,840)
—
(83,840)Adjusted EBITDA$       167,252
$       (15,252)
$       (31,498)
$         (7,619)
$       (30,801)
$         82,082

(1)Share-based compensation represents expenses associated with stock options of $11.6 million, restricted stock awards of $28.0 million and warrants of $2.0 million that have been granted to employees, directors and service providers as well as the expense associated with the ERP of $2.0 million. The 2024 expense of $43.6 million is made up of $37.0 million to employees within compensation and benefits, $2.9 million to service providers within professional fees and outside services, $1.7 million to directors within general, administrative, and other, and $2.0 million in the ERP cost of revenues.(2)Investment (gain) loss of $1.1 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the 2029 Senior Secured Term Loan.(5)The change in fair value of puttable common stock of $10.6 million represents the increase in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that have an associated put right which requires the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(6)The Company recognized expense of $3.0 million related to a settlement fee to its Prior Loan Agreement lender.(7)Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.(8)Represents the realized gain on 125 million Pyth tokens that were unlocked by the Pyth Network and sold by BSX during the second quarter of 2024. BSX sold these tokens for $52.6 million, net of expenses incurred.(9)Impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(10)Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of December 31, 2024. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.Segment Operating ResultsThe following sets forth our results of operations by segment ($000):
Three Months Ended December 31, 2025
OptionsEquitiesFuturesInternationalCorporate /
OtherTotalRevenues:

Transaction and clearing fees$      275,800$        28,517$        16,799$               56$ —$      321,172Access fees24,7183,82323940(57)28,763Market data fees7,1352,5131,25379(7)10,973Other revenue(27)272,3005,8643628,526Total revenues307,62634,88020,5916,039298369,434Cost of revenues:

Liquidity payments199,52828,3083,077——230,913Brokerage, clearing, and exchange fees1,19519611,326——12,717Other cost of revenues(1)——1,383—(80)1,303Total cost of revenues200,72328,50415,786—(80)244,933Revenues less cost of revenues106,9036,3764,8056,039378124,501Operating expenses:

Compensation and benefits18,5032,84312,1393,0205,07441,579Information technology and communication costs4,1201,8242,7477052829,678Depreciation and amortization4,3271,0291,5144627108,042Occupancy costs1,5481735982264212,966Professional fees and outside services3,2951746514408,07312,633Marketing and business development11430297116122679General, administrative, and other2,0313511,0892052,5596,235Total operating expenses33,9386,42419,0355,17417,24181,812Operating income / (loss)72,965(48)(14,230)865(16,863)42,689Non-operating (expense) income:

Interest income344—1861743,3394,043Interest expense and amortization of debt
issuance costs——(5)—(171)(176)Unrealized loss on derivative assets———(15,876)—(15,876)Other, net(1)—273—(86)186Income (loss) before income tax provision73,308(48)(13,776)(14,837)(13,781)30,866Income tax expense———(489)(433)(922)Net income (loss) attributable to Miami International
Holdings, Inc$        73,308$             (48)$       (13,776)$       (15,326)$       (14,214)$        29,944

(1)Futures other cost of revenues includes $0.3 million related to access fees, $0.3 million related to market data fees, and $0.7 million related to other revenue.
Three Months Ended December 31, 2024
OptionsEquitiesFuturesInternationalCorporate /
OtherTotalRevenues:

Transaction and clearing fees$      228,005$        39,834$        20,018$               48$ —$      287,905Access fees19,1073,51218236(57)22,780Market data fees5,4142,42992379(7)8,838Other revenue57—3,2686883604,373Total revenues252,58345,77524,391851296323,896Cost of revenues:

Liquidity payments165,16434,4512,163——201,778Brokerage, clearing, and exchange fees1,44926915,610——17,328Section 31 fees12,8239,209———22,032Other cost of revenues(1)——1,053——1,053Total cost of revenues179,43643,92918,826——242,191Revenues less cost of revenues73,1471,8465,56585129681,705Operating expenses:

Compensation and benefits16,7034,01110,0691,9835,23237,998Information technology and communication costs3,0851,4322,4646411037,725Depreciation and amortization3,1001,4231,0451575406,265Occupancy costs1,0531784771465192,373Professional fees and outside services7,0007821,1182063,88712,993Marketing and business development2301214665412865General, administrative, and other1,3943011,2384282,9676,328Total operating expenses32,5658,13916,5573,62613,66074,547Operating income / (loss)40,582(6,293)(10,992)(2,775)(13,364)7,158Non-operating (expense) income:

Change in fair value of puttable warrants issued
with debt————(3,027)(3,027)Change in fair value of puttable common stock————(2,445)(2,445)Interest income459—212—6551,326Interest expense and amortization of debt
issuance costs——(36)—(4,383)(4,419)Impairment of investments————(4,108)(4,108)Unrealized gain on derivative assets———7,156—7,156Other, net——924—7001,624Income (loss) before income tax provision41,041(6,293)(9,892)4,381(25,972)3,265Income tax expense——(1)—(373)(374)Net income (loss) attributable to Miami International
Holdings, Inc$        41,041$         (6,293)$         (9,893)$          4,381$       (26,345)$          2,891

(1)Futures other cost of revenues includes $0.2 million related to access fees, $0.2 million related to market data fees, and $0.6 million related to other revenue.The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our business segments ($000, except percentages):

Options
Equities

Three Months Ended

Three Months Ended

December 31,
Percent
December 31,
Percent

2025
2024
Change
2025
2024
Change
Revenues less cost of revenues$     106,903
$       73,147
46.1 %
$         6,376
$         1,846
245.4 %
Operating expenses33,938
32,565
4.2 %
6,424
8,139
(21.1) %
Operating income (loss)$       72,965
$       40,582
79.8 %
$ (48)
$ (6,293)
*
Adjusted EBITDA(1)$       82,506
$       49,705
66.0 %
$         1,609
$ (3,821)
*
Adjusted EBITDA margin(2)77.2 %
68.0 %

—
*

Futures
International

Three Months Ended

Three Months Ended

December 31,
Percent
December 31,
Percent

2025
2024
Change
2025
2024
Change
Revenues less cost of revenues$         4,805
$         5,565
(13.7) %
$         6,039
$            851
609.6 %
Operating expenses19,035
16,557
15.0 %
5,174
3,626
42.7 %
Operating income (loss)$ (14,230)
$ (10,992)
*
$            865
$ (2,775)
*
Adjusted EBITDA(1)$ (9,970)
$ (6,878)
*
$         1,823
$ (2,045)
*
Adjusted EBITDA margin(2)*
*

30.2 %
*

* Not meaningful
(1)See Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA above.(2)Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.Reconciliations of GAAP Net Income (Loss) to Adjusted Earnings The following table is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings ($000):

Three Months Ended
Year Ended

December 31,
December 31,

2025
2024
2025
2024
Net income (loss) allocated to common shareholders$              29,944
$                2,891
$            (70,029)
$            102,123
Share based compensation(1)9,559
10,039
57,566
43,631
Investment (gain) loss(2)(54)
(510)
(10,374)
1,085
Litigation costs(3)1,741
2,781
4,428
8,861
Impairment charges(4)—
6,089
2,717
6,089
Acquisition-related costs(5)—
—
2,901
—
Change in fair value of puttable warrants issued with debt(6)—
3,027
1,172
4,662
Change in fair value of puttable common stock(7)—
2,445
2,229
10,594
(Gain) loss on intangible asset(8)—
—
2,054
(52,604)
Settlement of induced conversion expense in common stock(9)—
—
—
1,365
Settlement fee(10)—
—
—
3,000
Unrealized (gain) loss on derivative assets(11)15,876
(7,156)
54,915
(83,840)
Loss on extinguishment of debt(12)—
—
107,656
—
Warrant modifications(13)—
—
1,516
—
One time IPO payments(14)—
—
8,048
—
Tax effect of adjustments—
(41)
—
(59)
Adjusted earnings$              57,066
$              19,565
$            164,799
$              44,907

(1)Share-based compensation represents expenses associated with stock options, restricted stock awards and warrants that have been granted to employees, directors and service providers.(2)Represents unrealized gain or loss from the TISE investment or acquisition and unrealized gain or loss on marketable equity securities.(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter.(4)2025 impairment charges related to owned land and building impairments. 2024 impairment charges include $4.1 million for an other-than-temporary impairment of minority equity investments held in three private companies, and $2.0 million related to owned land and building impairments.(5)Related to the TISE acquisition.(6)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.(7)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with MIAX's ERPs I and II that have an associated put right which requires MIAX to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.(8)2025 represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025. 2024 represents the realized gain on the first tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2024 by the Pyth Network and sold by BSX during the second quarter of 2024.(9)Represents the fair value of common stock issued to convertible loan holders in excess of the consideration issuable under the original term loan agreements, offered as an inducement to convert prior to maturity.(10)The Company recognized expense of $3.0 million related to a settlement fee paid to its Prior Loan Agreement lender.(11)Represents the unrealized gain or loss on Pyth tokens that remain locked by the Pyth Network and unrealized gain or loss resulting from the mark-to-market valuation of the Pyth tokens upon unlocking prior to their sale. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.(12)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.(13)Represents expense recognized upon the extension of expiration date of certain warrants.(14)One time IPO bonuses paid to certain employees and termination payments to former directors.Earnings Per ShareThe following table sets forth the computation of diluted income (loss) and adjusted earnings per share ($000, except share and per share data):
Three Months Ended
Year Ended
December 31,
December 31,
2025
2024
2025
2024Net income (loss) attributable to MIH$                 29,944
$                  2,891
$               (70,029)
$              102,123Weighted-average common shares outstanding109,603,947
76,386,956
69,836,032
74,625,858Diluted net income (loss) per share$                     0.27
$                    0.04
$ (1.00)
1.39(1)

Adjusted earnings$                 57,066
$                19,565
$              164,799
$                44,907Diluted weighted average shares outstanding used for
adjusted diluted earnings per share109,603,947
76,386,956
90,582,541
74,625,858Adjusted diluted earnings per share$                     0.52
$                    0.26
$                    1.82
$ 0.62(1)

(1)Inclusive of the adjustment to net income/adjusted earnings related to interest expense on convertible debt for the year ended December 31, 2024. Key Business MetricsThree and Twelve Months Ended December 31, 2025 and 2024

Three Months EndedDecember 31,
Increase/
(Decrease)
PercentChange
Years EndedDecember 31,
Increase/
(Decrease)
PercentChange
2025
2024

2025
2024

Options:

Number of trading days64
64
—
— %
250
252
(2)
(0.8) %Total contracts:

Market contracts – Equity and ETF (in
thousands)3,907,421
3,042,309
865,112
28.4 %
13,949,424
11,178,827
2,770,597
24.8 %MIH contracts – Equity andETF (in
thousands)710,111
484,721
225,390
46.5 %
2,384,481
1,690,223
694,258
41.1 %Average daily volume ("ADV")(defined
below)(1)

Market ADV – Equity and ETF (in
thousands)(1)61,053
47,536
13,517
28.4 %
55,798
44,360
11,438
25.8 %MIH ADV – Equity and ETF (in
thousands)(1)11,095
7,574
3,521
46.5 %
9,538
6,707
2,831
42.2 %MIH market share18.2 %
15.9 %
2.3 pts
14.5 %
17.1 %
15.1 %
2.0 pts
13.2 %Total Options revenue per contract ("RPC")(2)$0.106
$0.100
$0.006
6.0 %
$0.108
$0.091
$0.017
18.7 %U.S. Equities:

Number of trading days64
64
—
— %
250
252
(2)
(0.8) %Total shares:

Market shares (in millions)1,189,337
869,190
320,147
36.8 %
4,387,616
3,064,080
1,323,536
43.2 %MIH shares (in millions)11,089
11,991
(902)
(7.5) %
45,798
49,865
(4,067)
(8.2) %ADV(1):

Market ADV (in millions)(1)18,583
13,581
5,002
36.8 %
17,550
12,159
5,391
44.3 %MIH ADV (in millions)(1)173
187
(14)
(7.5) %
183
198
(15)
(7.6) %MIH market share0.9 %
1.4 %
(0.5) pts
(35.7) %
1.0 %
1.6 %
(0.6) pts
(37.5) %Equities capture (per 100 shares) (defined
below)(3)$0.000
$(0.034)
$0.034
*
$(0.012)
$(0.040)
$0.028
*Futures:

Number of trading days64
64
—
— %
251
252
(1)
(0.4) %Agricultural products total contracts524,040
777,110
(253,070)
(32.6) %
3,260,353
3,188,735
71,618
2.2 %Agricultural products ADV(1)8,188
12,142
(3,954)
(32.6) %
12,989
12,654
335
2.6 %Agricultural products RPC(2)$2.281
$2.530
$(0.249)
(9.8) %
$2.241
$2.522
$(0.281)
(11.1) %* Percentage calculation is not meaningful. Represents a change in inverted fees.

(1)ADV is calculated as total contracts or shares for the period divided by total trading days for the period.(2)RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period.(3)Equities capture per one hundred shares refers to transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees, and Section 31 fees (Net Transaction Fees), divided by one-hundredth of total shares.

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Original: Miami International Holdings Reports Fourth Quarter and Full Year 2025 Financial Results