MIAX Miami International Holdings, Inc. 10-Q 2026-06-30 section summaries

MIAX — Q2 and H1 2026

Consolidated results

Q2 revenue increased 18.3%; H1 revenue increased 15.7%. In Q2, operating expenses included a $30.000 million litigation settlement, leaving operating income only slightly higher year over year. The settlement was allocated $22.5 million to Options and $7.5 million to Corporate and Other. MIAX paid it on July 20, 2026, and the court dismissed all claims and counterclaims with prejudice.

H1 earnings were substantially affected by non-operating and tax items: the company recorded a $50.570 million gain on sale of a business, $9.640 million of interest income (versus $2.713 million), and $0.089 million of interest expense (versus $9.332 million). The H1 effective tax rate was (66.4)%, primarily reflecting a Q1 release of the deferred-tax valuation allowance and discrete share-based-compensation tax benefits; the income tax benefit was $85.603 million, compared with $1.338 million of tax expense in H1 2025. H1 unrealized losses on derivative and digital assets were $2.878 million, down from $47.018 million.

Revenue composition

*H1 values are shown for rows where H1 growth differed from Q2 growth by at least three percentage points. MIAX earns primarily transaction-based fees; tiered discounts reduce transaction revenue, while liquidity payments are recorded separately as cost of revenue. Clearing fees passed through to customers are reported gross.

Segment performance

Options remained the principal revenue and profit contributor. International revenue grew sharply from a small base, in part following the June 2025 TISE acquisition; Equities revenue was nearly flat. Segment operating-income comparisons for Q2 2025 are not included in the available segment figures. International includes TISE, which MIAX acquired in June 2025; the acquisition added access to European and UK markets.

Cash flow and balance sheet

Investing cash flow included $59.860 million of net cash proceeds from the business sale; H1 2025 included $56.458 million paid for acquisitions. Cash, cash equivalents, segregated cash and restricted cash ended H1 at $804.289 million, compared with $557.584 million at the beginning of the period.

Other intangible assets comprised $146.607 million of exchange licenses, $6.000 million of an FCM license, $16.412 million of customer relationships and no other net intangible assets. Goodwill related to Futures ($43.736 million) and International ($18.206 million). Implied tangible equity, calculated as equity less goodwill and other intangible assets, was $919.340 million. A net deferred tax asset of $74.404 million was recorded at June 30, versus none at year-end.

Common shares outstanding rose from 85,536,287 at December 31, 2025, to 98,610,560 at June 30, 2026. H1 weighted-average diluted shares were 109.944 million versus 77.953 million, contributing to greater dilution. At June 30, 3,493,409 warrants and 18,200,113 options were outstanding; 820,176 RSUs remained outstanding. H1 compensation expense included $7.6 million for options, $6.7 million for restricted stock awards and $1.4 million for director RSUs. Unrecognized compensation was $21.9 million for options and $32.5 million for RSUs.

Business developments and risks

On January 20, 2026, MIAX sold 90% of MIAXdx (renamed Rothera Exchange and Clearing) to a Robinhood/SIG joint venture, retained a 10% interest carried at $10.0 million, received $59.9 million net cash proceeds and recognized the H1 gain noted above. The prior $100 million senior secured term loan, increased by $40 million in 2025 and bearing 12.90% interest, was repaid in August 2025 using IPO proceeds; repayment included $178.4 million for principal, accrued interest and a premium and resulted in a $107.7 million extinguishment loss in FY2025. June 2026 debt carrying value was $1.514 million, all current.

Revenue is concentrated: three customers generated 43% of Q2 revenue ($166.6 million), versus 45% ($149.7 million) a year earlier; their H1 contribution was 44% ($333.3 million), versus 45% ($293.3 million). Revenue from these customers is primarily in Options, and none is obligated to continue using MIAX.

The CAT funding model remains a material recovery risk. A 2025 court ruling vacated the prior SEC model; the SEC approved a replacement in March 2026, and collections began for transactions from May 1. A legal challenge remains pending, though the court denied a stay in July. If the model is overturned, MIAX could lose fee recovery while continuing to bear CAT costs. CAT-related notes receivable were $36.508 million net of a $26.068 million allowance at June 30, after $3.101 million of H1 repayments.

At June 30, performance bonds and guarantee funds held for Futures clearing members totaled $393.838 million; Treasury bills held for members are excluded from MIAX’s balance sheet and cannot be sold or re-pledged. MIAX Futures reported compliance with CFTC financial-resource requirements, and Dorman Trading remained above its $5.7 million regulatory net-capital minimum with $25.9 million of adjusted net capital. Futures contracts and written options can create potentially unlimited guarantee payouts under future market conditions, though management monitors exposures and considered payment on exchange-member guarantees remote.

MIAX — Q2 and H1 2026

Consolidated results

Dollars in millions, except per-share data. H1 means six months ended June 30.

Revenue grew 18.3% in Q2 and 15.6% in H1, while revenue less cost of revenues expanded 34.8% and 37.2%, respectively. Operating income grew more slowly in Q2, as operating expenses included a $30.0 million Nasdaq litigation settlement. H1 net income was unusually high due in significant part to the $50.570 million gain on the MIAXdx sale and an $85.6 million income tax benefit, primarily related to a valuation-allowance release.

Options trading drove much of the increase. Access-fee growth reflected additional member connections, fee increases and expiration of certain MIAX Sapphire waivers. Market-data gains included historical-data sales and new proprietary offerings, partly offset by lower OPRA revenue and reduced U.S. Tape Plan fee share. Other revenue growth primarily reflected TISE, acquired in June 2025.

Segment performance

Options remained the core business, accounting for 81.6% of Q2 revenue. International’s growth and move to profitability primarily reflect TISE. Equities’ H1 revenue declined, though improved pricing and capture reduced its operating loss. Futures’ H1 operating loss widened as agricultural trading volumes fell and new financial futures were introduced with incentives.

Trading and market activity

Options volume growth reflected market volatility, retail participation and product adoption, although Q2 market share dipped. Equities industry activity increased while MIAX share declined; improved capture reflected pricing changes. Agricultural futures volumes weakened amid lower volatility and participant migration timing to the Onyx platform. Financial futures launched May 18, 2026, with negative revenue per contract of $(1.766) as the company used incentives to build liquidity.

Costs, cash flow and capital

Liquidity payments, the largest direct cost, were $206.633 million in Q2 versus $195.651 million and $430.159 million in H1 versus $389.697 million. Options payments rose with volume; Equities payments fell with lower market share and capture. Section 31 fees were $22.976 million in Q2 versus $11.815 million, and $22.976 million in H1 versus $35.225 million. The covered-sales fee rate moved from $27.80 per million to zero beginning May 14, 2025, then to $20.60 per million effective April 4, 2026.

H1 operating cash flow included $67.3 million from changes in operating assets and liabilities and was reduced by $98.1 million of non-cash income adjustments, including the sale gain and deferred-tax provision. Investing cash flow included $59.9 million of net proceeds from the MIAXdx sale; H1 2025 included $56.5 million paid net for TISE. H1 capital expenditures comprised $28.0 million for property, equipment and leasehold improvements and $5.1 million for capitalized software.

The August 2025 IPO issued 17.25 million shares at $23.00 and raised $396.8 million gross. MIAX repaid the $140.0 million principal balance of its 2029 secured term loans in August 2025 for $178.4 million including accrued interest and the prepayment premium; the loans bore 12.90% interest. H1 2026 interest expense and debt-cost amortization fell to $0.1 million from $9.3 million, while higher cash balances lifted H1 interest income to $9.6 million from $2.7 million. Management expects available cash, borrowings and operating cash flow to cover liquidity needs for 12 months, while noting future financing may be needed and may not be available on acceptable terms.

Significant transactions, earnings quality and risks

MIAX sold 90% of MIAXdx in January 2026 for $59.9 million net cash consideration, retaining 10%; the transaction generated the H1 gain noted above. MIAX acquired TISE for approximately £51.5 million ($69.7 million) in June 2025. Q2 adjusted EBITDA was $76.778 million versus $49.059 million, while adjusted diluted EPS was $0.48 in both periods; H1 adjusted EBITDA was $142.840 million versus $88.918 million. These non-GAAP measures exclude specified items and are not directly comparable across companies. Weighted-average diluted shares increased 41.1% in Q2 to 110.714 million from 78.458 million and 41.0% in H1 to 109.944 million from 77.953 million.

Other material exposures include customer concentration (the three largest customers contributed 15%, 16% and 12% of Q2 revenue), competitive pricing and liquidity incentives, regulatory and market-structure changes, and the Nasdaq litigation. Pyth token fair-value changes also affect non-operating results; H1 unrealized losses were $2.878 million versus $47.018 million in H1 2025. Goodwill and indefinite-lived exchange licenses are tested for impairment at least annually; valuations rely on projected cash flows and assumptions that may change with operating or economic conditions.

Market risk and related exposures

Cash, interest-rate and foreign-exchange exposure

Most cash was denominated in U.S. dollars and held in interest-bearing accounts, U.S. Treasury securities and money market funds with maturities of 90 days or less. Cash held in Bermuda was $0.5 million and in Guernsey was $24.1 million. Management considers interest-rate sensitivity immaterial because of the short-term composition of cash. Outstanding debt comprised fixed-rate unsecured promissory notes, so changes in rates do not affect its interest expense.

TISE’s Guernsey operations have revenues and expenses denominated in British pounds; their effect on consolidated revenue and expenses was not material in Q2 2026. Currency translation does, however, affect equity: the net equity investment in TISE was $102.9 million at June 30, 2026, and a 10% change in the pound’s exchange rate would affect consolidated equity by $10.3 million through accumulated other comprehensive income.

Counterparty and clearing risks

MIAX has credit exposure to customers, counterparties, clearing agents, financial institutions and receivables from customers billed monthly. It holds cash across multiple regulated institutions and monitors their financial condition, although balances can exceed deposit-insurance limits. Management views potential losses on bank deposits and routed trades as remote; it has recorded no liability for guarantees related to routing brokers. U.S. equity trades clear through NSCC and U.S. options trades through OCC, which act as central counterparties and guarantee settlement. Credit losses have been minimal to date, but insolvency or perceived distress at a major market participant could cause broader market disruption.

MIAX Futures holds material cash and non-cash collateral from clearing participants. It mitigates participant credit exposure by marking open positions twice daily, requiring security deposits, using risk-based margin models, and applying heightened controls to physically delivered contracts and final settlement. Approved settlement banks are monitored for capital and liquidity, and OCC clears financial futures. Liquidity safeguards include daily performance-bond calculations, margin and security-deposit requirements, multiple credit lines, and liquid resources intended to cover the default of the two participants (or affiliates) whose combined losses would be largest under extreme but plausible conditions. Its margin methodology also seeks to limit procyclicality and disruptive margin increases during volatility.

Dorman Trading client-credit and liquidity risks

Dorman Trading holds material customer funds and must meet exchange margin calls daily and, when required, intraday; clients generally replenish margin by the next business day. Its largest clients may be required to pay intraday during significant price moves. As clearing broker, Dorman must pay exchanges initial and variation margin before collecting from clients, leaving it responsible for client obligations and exposed to potentially significant credit and liquidity losses. It may increase client margin requirements based on positions, trading activity or market conditions.

Deposits with banks, other financial institutions and other futures commission merchants under omnibus arrangements expose Dorman to settlement-bank failures and potentially unrecoverable deposits, including amounts above deposit-insurance coverage. CFTC capital and liquidity rules restrict funds available for dividends to the parent, so operating-subsidiary funds may not be accessible when needed. Loss of deposited funds or client defaults could materially adversely affect Dorman’s business, financial condition and results.

Item 4. Controls and Procedures

As of June 30, 2026, management, including the CEO and CFO, concluded that disclosure controls and procedures were effective. No changes during the second quarter of 2026 materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

MIAX reported no material updates to the risk factors disclosed in its Form 10-K for the year ended December 31, 2025. It cautioned that risks not currently known or considered immaterial could emerge and materially adversely affect its business, financial condition, results of operations, liquidity, or cash flows.

Rule 10b5-1 Trading Plans

During Q2 2026, MIAX Executive Vice President and Chief Strategy Officer Shelly Brown adopted a Rule 10b5-1 plan on May 27 to sell up to 41,667 MIAX common shares. The plan expires March 20, 2027.

Director Kurt Eckert adopted a plan on June 1 to sell up to 18,000 shares, expiring September 10, 2027. Sales under either plan may begin only after the applicable mandatory cooling-off period and will stop when all planned sales are completed or the plan expires. These are planned sales, not evidence that shares have been sold.