Miami International Holdings Reports Results for Third Quarter 2025

Summary of Selected Unaudited Condensed Consolidated Financial Results

($000, except per share amounts and percentages)

Consolidated Third Quarter Results

3Q25

September 30, 2025

3Q24

September 30, 2024

Change

Total revenues less cost of revenues

$                 109,483

$                   69,558

57 %

Operating loss

$                       (305)

$                    (1,159)

NA

Net loss attributable to MIH stockholders

$                (102,080)

$                    (3,204)

NA

Diluted EPS

$                      (1.46)

$                      (0.05)

NA

Adjusted earnings*

$                   39,947

$                     8,273

383 %

Adjusted diluted EPS*

$                       0.42

$                       0.11

282 %

EBITDA

$                  (93,941)

$                     5,768

NA

Adjusted EBITDA*

$                   48,019

$                   18,690

157 %

Adjusted EBITDA margin %*

44 %

27 %

63 %

* 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

3Q25

September 30, 2025

3Q24

September 30, 2024

Change

Options

$                    94,499

$                    60,925

55 %

Equities

4,352

2,234

95 %

Futures

4,786

5,288

(9) %

International

5,533

806

586 %

Corporate/Other

313

305

3 %

Total

$                   109,483

$                    69,558

57 %

Miami International Holdings, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

Three and Nine Months Ended September 30, 2025 and 2024

($000, except share and per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Revenues:

Transaction and clearing fees

$              292,814

$              240,623

$              868,257

$              712,209

Access fees

27,096

22,490

77,285

66,787

Market data fees

10,730

9,143

30,625

24,808

Other revenue

9,138

4,400

18,472

12,372

Total revenues

339,778

276,656

994,639

816,176

Cost of revenues:

Liquidity payments

217,286

167,797

606,983

525,399

Brokerage, clearing, and exchange fees

11,612

17,731

42,547

51,134

Section 31 fees

—

20,241

35,225

40,108

Equity rights program

—

—

—

1,975

Other cost of revenues

1,397

1,329

3,855

3,621

Total cost of revenues

230,295

207,098

688,610

622,237

Revenues less cost of revenues

109,483

69,558

306,029

193,939

Operating expenses:

Compensation and benefits

68,753

37,850

146,734

107,227

Information technology and communication costs

9,290

7,250

25,689

21,442

Depreciation and amortization

8,229

6,045

21,337

17,107

Occupancy costs

3,568

2,335

9,018

7,032

Professional fees and outside services

10,807

12,658

30,159

34,663

Marketing and business development

759

663

2,077

2,198

Acquisition-related costs

—

—

2,901

—

General, administrative, and other

8,382

3,916

18,835

14,253

Total operating expenses

109,788

70,717

256,750

203,922

Operating income (loss)

(305)

(1,159)

49,279

(9,983)

Non-operating (expense) income:

Change in fair value of puttable common stock

(338)

(6,791)

(2,229)

(8,149)

Change in fair value of puttable warrants issued with debt

(255)

(1,635)

(1,172)

(1,635)

Interest income

2,658

840

5,371

1,976

Interest expense and amortization of debt issuance costs

(3,378)

(2,208)

(12,710)

(9,532)

Gain (loss) on sale of intangible asset

—

—

(2,054)

52,604

Unrealized gain (loss) on derivative assets

7,979

10,010

(39,039)

76,684

Loss on debt extinguishment

(107,656)

—

(107,656)

—

Other, net

(1,595)

(703)

10,765

(149)

Income (loss) before income tax provision

(102,890)

(1,646)

(99,445)

101,816

Income tax (expense) benefit

810

(1,559)

(528)

(2,721)

Net income (loss)

(102,080)

(3,205)

(99,973)

99,095

Net loss attributable to non-controlling interest

—

(1)

—

(137)

Net income (loss) attributable to Miami International Holdings,

     Inc

$            (102,080)

$                (3,204)

$              (99,973)

$                99,232

Weighted-average shares of common stock outstanding

Basic

70,128,197

63,246,820

66,168,315

60,477,992

Diluted

70,128,197

63,246,820

66,168,315

75,212,560

Net income (loss) per share attributable to common stock

Basic

$                  (1.46)

$                  (0.05)

$                  (1.51)

$                    1.64

Diluted

$                  (1.46)

$                  (0.05)

$                  (1.51)

$                    1.35

Miami International Holdings, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

September 30, 2025 and December 31, 2024

($000, except share and per share amounts)

September 30,

2025

December 31,

2024

Assets

Current assets:

Cash and cash equivalents

$            401,482

$            150,341

Cash and securities segregated under federal and other regulations

29,509

30,809

Accounts receivable, net

99,864

92,415

Restricted cash

6,005

6,270

Clearing house performance bonds and guarantee funds

86,204

87,744

Participant margin deposits

1,151

1,234

Receivables from broker-dealers, futures commission merchants, and clearing organizations

123,302

147,164

Current portion of derivative assets

14,052

33,536

Other current assets

30,452

23,303

Total current assets

792,021

572,816

Investments

14,180

31,022

Fixed assets, net

47,861

44,478

Internally developed software, net

35,987

32,262

Goodwill

64,739

46,818

Other intangible assets, net

189,125

114,224

Derivative assets, net of current portion

12,955

50,304

Other assets, net

68,402

81,727

Total assets

$         1,225,270

$            973,651

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable and other liabilities

$             81,803

$            120,361

Accrued compensation payable

31,910

33,523

Current portion of long-term debt

4,957

4,767

Deferred transaction revenues

9,166

2,710

Clearing house performance bonds and guarantee funds

85,704

87,244

Participant margin deposits

1,151

1,234

Payables to customers

133,853

152,637

Payables to clearing organizations

745

2,746

Total current liabilities

349,289

405,222

Long-term debt

1,506

32,268

Deferred income taxes

21,999

10,766

Puttable common stock, net of current portion

—

78,424

Puttable warrants issued with debt

—

64,188

Other non-current liabilities

20,567

15,166

Total liabilities

393,361

606,034

Commitments and contingencies

—

—

Stockholders' equity:

Convertible preferred stock - par value $0.001 (25,000,000 authorized, and 0 issued and

outstanding at September 30, 2025 and 781,859 issued and outstanding at December 31,

2024)

—

1

Common stock - voting and nonvoting, par value $0.001 (600,000,000 authorized (400,000,000

voting, 200,000,000 nonvoting); 81,767,756 issued and 81,413,957 outstanding common stock

at September 30, 2025 (81,413,957 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))

82

63

Common stock in treasury, at cost, 353,799 shares at September 30, 2025 and 38,469 shares

at December 31, 2024

(8,232)

(775)

Additional paid-in capital

1,502,973

930,638

Accumulated deficit

(662,283)

(562,310)

Accumulated other comprehensive loss, net

(631)

—

Total stockholders' equity

831,909

367,617

Total liabilities and stockholders' equity

$         1,225,270

$            973,651

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

The following table is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and Adjusted EBITDA by segment ($000):

Three Months Ended September 30, 2025

Options

Equities

Futures

International

Corporate /

Other

Total

Net income (loss) allocated to common

     shareholders

$         51,846

$         (4,858)

$       (18,426)

$           8,477

$     (139,119)

$     (102,080)

Interest expense and amortization of

     debt issuance costs

—

—

36

—

3,342

3,378

Interest income

(482)

—

(207)

(111)

(1,858)

(2,658)

Income tax expense (benefit)

—

—

—

396

(1,206)

(810)

Depreciation and amortization

3,826

1,570

1,692

435

706

8,229

EBITDA

55,190

(3,288)

(16,905)

9,197

(138,135)

(93,941)

Share-based compensation⁽¹⁾

13,322

2,399

7,103

511

5,763

29,098

Investment loss⁽²⁾

—

—

239

—

—

239

Litigation costs⁽³⁾

608

—

—

—

203

811

Impairment charges⁽⁴⁾

—

—

—

—

1,978

1,978

Change in fair value of puttable warrants

     issued with debt⁽⁵⁾

—

—

—

—

255

255

Change in fair value of puttable common

     stock⁽⁶⁾

—

—

—

—

338

338

Unrealized gain on derivative assets⁽⁷⁾

—

—

—

(7,979)

—

(7,979)

One time IPO payments⁽⁸⁾

—

—

—

—

8,048

8,048

Warrant modifications⁽⁹⁾

—

—

—

—

1,516

1,516

Loss on extinguishment of debt⁽¹⁰⁾

—

—

—

—

107,656

107,656

Adjusted EBITDA

$         69,120

$            (889)

$         (9,563)

$           1,729

$       (12,378)

$         48,019

(1)

Share-based compensation represents expenses associated with stock options of $3.7 million, restricted stock awards of $25.1 million, and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $29.1 million is made up of $27.8 million to employees within compensation and benefits, $0.9 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other.

(2)

Investment loss of $0.2 million represents an unrealized loss on available for sale marketable securities.

(3)

Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

(4)

Impairment charges of $2.0 million related to owned land and building impairments.

(5)

The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 senior secured term loan. The right to put warrants terminated upon completion of the IPO in August 2025.

(6)

The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with 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.

(7)

Represents the unrealized gain on 250 million Pyth tokens that remain locked by the Pyth Network.

(8)

One time IPO bonuses paid to certain employees and termination payments to former directors.

(9)

Represents expense recognized upon the extension of expiration date of certain warrants.

(10)

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.

Three Months Ended September 30, 2024

Options

Equities

Futures

International

Corporate /

Other

Total

Net income (loss) allocated to common

     shareholders

$         33,192

$         (4,999)

$       (11,448)

$           7,364

$       (27,313)

$         (3,204)

Interest expense and amortization of

     debt issuance costs

—

—

91

—

2,117

2,208

Interest income

(265)

—

(224)

—

(351)

(840)

Income tax expense

—

—

—

—

1,559

1,559

Depreciation and amortization

2,835

1,581

927

146

556

6,045

EBITDA

35,762

(3,418)

(10,654)

7,510

(23,432)

5,768

Share-based compensation⁽¹⁾

3,929

924

3,685

818

2,532

11,888

Investment (gain) loss⁽²⁾

—

—

(1,058)

—

2,037

979

Litigation costs⁽³⁾

1,042

—

—

—

347

1,389

Change in fair value of puttable warrants

     issued with debt⁽⁴⁾

—

—

—

—

1,635

1,635

Change in fair value of puttable common

     stock⁽⁵⁾

—

—

—

—

6,791

6,791

Settlement fee⁽⁶⁾

—

—

—

—

250

250

Unrealized gain on derivative assets⁽⁷⁾

—

—

—

(10,010)

—

(10,010)

Adjusted EBITDA

$         40,733

$         (2,494)

$         (8,027)

$         (1,682)

$         (9,840)

$         18,690

(1)

Share-based compensation represents expenses associated with stock options of $3.4 million, restricted stock awards of $7.5 million and warrants of $1.0 million that have been granted to employees, directors and service providers. The 2024 expense of $11.9 million is made up of $10.2 million to employees within compensation and benefits, $1.2 million to service providers within professional fees and outside services, $0.5 million to directors within general, administrative, and other.

(2)

Investment loss of $1.0 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on available for sale marketable 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 issuance of 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.

(6)

MIAX recognized expense of $0.3 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement.

(7)

Represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2024.  These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.

Segment Operating Results

The following 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

September 30,

Percent

September 30,

Percent

2025

2024

Change

2025

2024

Change

Revenues less cost of revenues

$       94,499

$       60,925

55.1 %

$         4,352

$        2,234

94.8 %

Operating expenses

43,135

27,998

54.1 %

9,210

7,233

27.3 %

Operating income (loss)

$       51,364

$       32,927

56.0 %

$        (4,858)

$       (4,999)

*

Adjusted EBITDA⁽¹⁾

$       69,120

$       40,733

69.7 %

$           (889)

$       (2,494)

*

Adjusted EBITDA margin⁽²⁾

73.1 %

66.9 %

*

*

Futures

International

Three Months Ended

Three Months Ended

September 30,

Percent

September 30,

Percent

2025

2024

Change

2025

2024

Change

Revenues less cost of revenues

$         4,786

$         5,288

(9.5) %

$         5,533

$            806

586.5 %

Operating expenses

23,322

18,108

28.8 %

4,750

3,452

37.6 %

Operating income (loss)

$     (18,536)

$     (12,820)

*

$            783

$       (2,646)

*

Adjusted EBITDA⁽¹⁾

$       (9,563)

$       (8,027)

*

$         1,729

$       (1,682)

*

Adjusted EBITDA margin⁽²⁾

*

*

31.2 %

*

*  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 Loss to Adjusted Earnings

The following table is a reconciliation of net loss allocated to common stockholders to Adjusted Earnings ($000):

Three Months Ended

September 30,

2025

2024

Net loss allocated to common shareholders

$             (102,080)

$                 (3,204)

Share-based compensation⁽¹⁾

29,098

11,888

Investment loss⁽²⁾

239

979

Litigation costs⁽³⁾

811

1,389

Impairment charge⁽⁴⁾

1,978

—

Change in fair value of puttable warrants issued with debt⁽⁵⁾

255

1,635

Change in fair value of puttable common stock⁽⁶⁾

338

6,791

Unrealized gain on derivative assets⁽⁷⁾

(7,979)

(10,010)

Settlement fee⁽⁸⁾

—

250

Loss on extinguishment of debt⁽⁹⁾

107,656

—

Warrant modifications⁽¹⁰⁾

1,516

—

One time IPO payments⁽¹¹⁾

8,048

—

Tax effect of adjustments

67

(1,445)

Adjusted earnings

$                39,947

$                  8,273

(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)

2025 investment loss of $0.2 million represents an unrealized loss on available for sale marketable securities.  2024 investment loss of $1.0 million represents an unrealized loss for an observable price change in the value of an investment, net of unrealized gain on available for sale marketable securities.

(3)

Litigation costs are associated with ongoing litigation related to the Nasdaq matter.

(4)

Impairment charges related to owned land and building impairments.

(5)

The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 senior secured term loan. The right to put warrants terminated upon completion of the IPO in August 2025.

(6)

The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with 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.

(7)

2025 represents the unrealized gain on 250 million Pyth tokens that remain locked by the Pyth Network. 2024 represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2024.  These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens.

(8)

MIAX recognized expense of $0.3 million related to an estimated settlement fee for the repayment of its Prior Loan Agreement.

(9)

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.

(10)

Represents expense recognized upon the extension of expiration date of certain warrants.

(11)

One time IPO bonuses paid to certain employees and termination payments to former directors.

Earnings Per Share

The following table sets forth the computation of diluted loss and adjusted earnings per share ($000,

except share and per share data):

Three Months Ended

September 30,

2025

2024

Net loss attributable to MIH

$              (102,080)

$                 (3,204)

Weighted-average common shares outstanding

70,128,197

63,246,820

Diluted net loss per share

$                    (1.46)

$                   (0.05)

Adjusted earnings

$                 39,947

$                  8,273

Diluted weighted average shares outstanding used for

adjusted diluted earnings per share

96,100,563

75,669,313

Adjusted diluted earnings per share

$                     0.42

$                    0.11

Key Business Metrics

Three and Nine Months Ended September 30, 2025 and 2024

Three Months Ended

September 30,

Increase/

(Decrease)

Percent

Change

Nine Months Ended

September 30,

Increase/

(Decrease)

Percent

Change

2025

2024

2025

2024

Options:

Number of trading days

64

64

—

— %

186

188

(2)

(1.1) %

Total contracts:

Market contracts – Equity

and ETF (in thousands)

3,573,731

2,844,836

728,895

25.6 %

10,042,003

8,136,518

1,905,485

23.4 %

MIH contracts – Equity and

ETF (in thousands)

615,910

394,511

221,399

56.1 %

1,674,370

1,205,502

468,868

38.9 %

Average daily volume

     ("ADV")(defined below)⁽¹⁾

Market ADV – Equity and

ETF (in thousands)⁽¹⁾

55,840

44,451

11,389

25.6 %

53,989

43,279

10,710

24.7 %

MIHADV – Equity and

ETF (in thousands)⁽¹⁾

9,624

6,164

3,460

56.1 %

9,002

6,412

2,590

40.4 %

MIH market share

17.2 %

13.9 %

       3.3 pts

23.7 %

16.7 %

14.8 %

       1.9 pts

12.8 %

Total Options revenue per contract

     ("RPC")⁽²⁾

$0.103

$0.095

$0.008

8.4 %

$0.108

$0.087

$0.021

24.1 %

U.S. Equities:

Number of trading days

64

64

—

— %

186

188

(2)

(1.1) %

Total shares:

Market shares (in millions)

1,116,705

736,209

380,496

51.7 %

3,198,279

2,194,890

1,003,389

45.7 %

MIH shares (in millions)

12,058

12,027

31

0.3 %

34,708

37,874

(3,166)

(8.4) %

ADV⁽¹⁾:

Market ADV (in millions)⁽¹⁾

17,449

11,503

5,946

51.7 %

17,195

11,675

5,520

47.3 %

MIH ADV (in millions)⁽¹⁾

188

188

—

— %

187

201

(14)

(7.0) %

MIH market share

1.1 %

1.6 %

       (0.5) pts

(31.3) %

1.1 %

1.7 %

       (0.6) pts

(35.3) %

Equities capture (per 100 shares)

     (defined below)⁽³⁾

$(0.015)

$(0.040)

$0.025

*

$(0.016)

$(0.042)

$0.026

*

Futures:

Number of trading days

64

64

—

— %

187

188

(1)

(0.5) %

Agricultural products total contracts

513,406

784,097

(270,691)

(34.5) %

2,736,313

2,411,625

324,688

13.5 %

Agricultural products ADV⁽¹⁾

8,022

12,252

(4,230)

(34.5) %

14,633

12,828

1,805

14.1 %

Agricultural products RPC⁽²⁾

$2.369

$2.508

$(0.139)

(5.5) %

$2.233

$2.519

$(0.286)

(11.4) %

*  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.