MIAX Miami International Holdings, Inc. 10-Q 2026-09-30 section summaries

MIAX — Q3 and nine months ended September 30, 2026

MIAX operates options, equities, futures and international markets, using largely internally developed exchange technology. Revenue grew in Q3 and year to date, led by Options and transaction and clearing fees. Q3 operating and net results improved substantially; nine-month net income also benefited from the sale of MIAX Derivatives Exchange and tax and fair-value items.

Consolidated results

Revenue increased 10.7% in Q3 and 14.0% in 9M. Q3 prior-year results included a $107.656M debt-extinguishment loss. Nine-month 2026 results included a $50.570M gain on the MIAX Derivatives Exchange sale, a $73.994M income-tax benefit, and a $6.919M unrealized gain on derivatives and digital assets; 9M 2025 included a $39.039M unrealized loss and $12.710M of interest expense and debt-issuance-cost amortization. The effective tax rate was 18.1% versus 0.8% in Q3, and (38.4)% versus (0.5)% in 9M, reflecting, among other factors, a Q1 2026 valuation-allowance release and Q3 share-based-compensation tax benefits.

Revenue by type

Transaction fees depend on executed trading volume and may include volume-tier discounts. Liquidity payments are the largest cost-of-revenue item: $206.313M in Q3 versus $217.286M, but $636.472M in 9M versus $606.983M. MIAX describes these payments, including inverted pricing for some products, as investments in liquidity and order flow. Section 31 fees collected from customers are also recorded in cost of revenue; the rate was set at $20.60 per million of covered sales effective April 4, 2026, after being zero from May 14, 2025.

Reportable segments

Options remained the principal business. Equities revenue declined in Q3 despite a smaller nine-month decline; Futures and International had Q3 growth, while International’s nine-month revenue more than doubled.

Cash flows and balance sheet

Investing cash flow included $59.860M of net sale proceeds in 2026; 2025 included $56.458M of acquisition cash paid. Financing cash flow in 2025 included IPO proceeds.

Total cash, cash equivalents, segregated and restricted cash was $832.380M, compared with $557.584M at year-end. Common shares outstanding rose from 85.536M at December 31, 2025 to 99.945M at September 30, 2026.

Business developments, risks and capital

MIAX sold 90% of MIAX Derivatives Exchange (formerly LedgerX) on January 20, 2026, retaining 10%. The retained interest had a $10.0M carrying value and is subject to reciprocal purchase/sale rights over three years. The sale generated the gain and net proceeds reflected above. The 2025 TISE acquisition added European and UK exchange operations; MIAX paid £51.5M ($69.7M) for the remaining and to-be-issued shares, and recorded $18.0M of goodwill and $76.0M of intangible assets.

Customer concentration is significant: three customers contributed $166.9M, or 44%, of Q3 revenue, versus $153.0M, or 45%, a year earlier; their 9M contribution was $500.2M, or 44%, versus $446.2M, or 45%. Their activity was primarily in Options, and they are not obligated to continue using MIAX.

The $30.000M Nasdaq litigation settlement was recorded in 9M 2026 and paid July 20, when the case was dismissed with prejudice. MIAX says the settlement leaves it free to operate and commercialize its exchanges and technology without a Nasdaq license for matters asserted in the case.

CAT notes receivable, net, were $29.945M versus $39.609M at year-end, while the allowance rose to $32.336M from $26.068M; Q3 included a $6.268M provision. Recovery depends on the contested CAT funding framework. Although collection of fees began in May 2026 and the 11th Circuit denied a stay in July, litigation and regulatory review continue; an adverse outcome could interrupt recovery while MIAX continues bearing CAT costs.

The $140M senior secured term loans were repaid in August 2025 using IPO proceeds; repayment totaled $178.4M including interest and a prepayment premium, and resulted in a $107.7M extinguishment loss. Only $1.517M of debt remained at September 30, 2026. Dorman Trading drew a $40M subordinated MIH loan to support OCC clearing membership; its adjusted net capital was $67.2M versus a $5.1M regulatory minimum. MIAX Futures was in covenant compliance and had no borrowings on its $40M secured line.

Fair-value movements remain a source of earnings volatility. At September 30, unlocked Pyth tokens were valued at $9.816M and derivatives related to locked tokens at $8.554M; related Q3 unrealized gains were $5.1M and $4.7M, respectively. Pyth-related fair-value changes are recorded in non-operating income. The 9M derivative-asset result shifted from a $39.039M loss in 2025 to a $2.4M gain in 2026.

Options outstanding were 16.792M, with $266.650M aggregate intrinsic value; 14.238M were exercisable. Q3/9M option compensation expense was $3.4M/$11.0M, while restricted-stock-award expense was $1.0M/$7.7M, down from $21.3M/$33.9M in 2025, which included IPO-triggered vesting costs. At September 30, 823,575 RSUs were outstanding, with $29.3M unrecognized compensation. Outstanding common-stock warrants declined to 3.246M from 14.215M at year-end, primarily through exercises.

MIAX — Q3 and first nine months of 2026

MIAX’s third-quarter results improved on higher Options activity and lower operating expenses. For the first nine months, revenue growth and stronger operating performance were accompanied by significant one-off items, particularly the MIAXdx sale gain and a deferred-tax valuation-allowance release. Options remained the principal source of revenue and operating profit; Equities market-share weakness and investment in newer platforms and products were important offsets.

Consolidated results

Dollars in millions, except per-share data.

Options transaction and clearing fees were $274.261 million in Q3 versus $245.406 million, and $817.720 million for 9M versus $712.330 million. Equities fees declined to $22.788 million from $31.899 million in Q3 and to $85.633 million from $100.545 million for 9M; Futures fees increased to $19.300 million from $15.424 million and to $60.164 million from $55.184 million, respectively. International revenue growth for 9M included the TISE acquisition.

Section 31 fees were $23.028 million in Q3 versus zero, and $46.004 million for 9M versus $35.225 million. The comparison reflects the temporary fee pause beginning May 14, 2025, and a new rate of $20.60 per million of covered sales effective April 4, 2026. Section 31 fees are pass-through revenue and costs, with no operating-income effect. Liquidity payments were $206.313 million in Q3 versus $217.286 million and $636.472 million for 9M versus $606.983 million.

Segment performance

Dollars in millions. 9M figures are included to show material differences in year-to-date growth or profitability trends.

Options’ Q3 growth reflected more contracts, market-share gains, and higher access and market-data fees, partly offset by lower revenue per contract. Q3 Options contracts rose 14.3% and market share increased to 17.4% from 17.2%, while revenue per contract fell 4.9% to $0.098 from $0.103. For 9M, contracts grew 19.8%, market share rose to 17.1% from 16.7%, and revenue per contract increased 1.9% to $0.110 from $0.108.

Equities market share fell to 0.7% from 1.1% in Q3 and to 0.8% from 1.1% for 9M. Improved pricing and product/customer mix nevertheless raised Equities capture to $0.011 per 100 shares in Q3 from negative $0.015. Agricultural futures ADV rose 42.5% in Q3 but declined 19.8% for 9M; new financial futures launched in May 2026 and incentive programs to build liquidity weighed on Futures economics. International’s 9M growth primarily reflected TISE, acquired in June 2025.

Cash flows and liquidity

Dollars in millions; periods ended September 30.

2026 investing cash flow included $59.9 million of net proceeds from the MIAXdx sale. The 2025 period included $56.5 million paid, net of cash acquired, for TISE. Financing in 2026 primarily reflected $75.6 million of net common-stock issuance proceeds, partly offset by $26.0 million of repurchases; 2025 included $366.6 million of net IPO proceeds and debt-related financing and repayments. At September 30, 2026, cash, cash equivalents, segregated cash and restricted cash totaled $832.380 million, versus $524.351 million a year earlier. Management expects available cash and operating cash generation to meet liquidity needs for the next 12 months, while noting future funding needs depend on investment, growth and market conditions.

Significant items, strategy and risks

The January 2026 sale of 90% of MIAXdx (now Rothera), with 10% retained, generated $59.9 million in net cash consideration and a $50.570 million gain. MIAX’s 2025 IPO raised $396.8 million gross. It repaid $140.0 million of term-loan principal in August 2025; repayment cost $178.4 million including accrued interest and a prepayment premium, and resulted in a $107.656 million debt-extinguishment loss. The repayment substantially reduced interest expense: Q3 2026 interest expense was less than $0.1 million versus $3.4 million, and 9M expense was $0.1 million versus $12.7 million.

The 9M 2026 net result included a $73.994 million tax benefit, largely from releasing the deferred-tax valuation allowance, despite $192.9 million of pretax income. It also included a $30.0 million Nasdaq litigation settlement, $6.268 million provision for CAT-related notes no longer expected to be recovered, and $6.919 million of unrealized Pyth-related gains. Q3 included $9.797 million of such unrealized gains; the prior-year 9M period included a $39.039 million unrealized loss. Share-based compensation declined to $7.539 million from $29.098 million in Q3 and to $23.502 million from $48.007 million for 9M. Weighted-average diluted shares rose to 110.799 million from 70.128 million in Q3 and to 110.249 million from 66.168 million for 9M.

MIAX is developing Bloomberg-licensed B500, B100 and B500 Volatility index derivatives, as well as agricultural and fertilizer futures, and is expanding the MIAX Futures Onyx platform. Platform capacity and product investment contributed to higher depreciation, IT and marketing costs. Three customers accounted for 44% of Q3 revenue, versus 45% a year earlier; no customer is obligated to continue using MIAX. Results remain exposed to trading volumes, customer concentration, competitive pricing and liquidity payments, market-share changes, CAT costs and recovery, regulatory requirements, and execution of new product and technology initiatives.

Market risk and financial exposures

MIAX’s market-risk exposure is driven mainly by its clearing and brokerage operations and its British-pound-denominated investment in TISE, rather than by short-term interest-rate movements.

Cash, debt and foreign currency

At September 30, $0.7 million of cash was held in Bermuda and $26.9 million in Guernsey. Most of the balance was U.S.-dollar cash held in interest-bearing accounts, U.S. Treasury securities and money market funds with original or acquired maturities of 90 days or less. MIAX considers the balances’ short-term nature and composition to limit sensitivity to sudden interest-rate changes.

Outstanding debt was $1.5 million at September 30, 2026, under fixed-rate unsecured promissory notes; interest payable on that debt is not affected by rate changes.

TISE’s Guernsey revenues and expenses are denominated in British pounds, but the foreign-currency impact on consolidated revenue and expenses was not material in Q3 2026. MIAX’s net equity investment in TISE was $106.1 million at September 30, 2026. A 10% change in the pound would change consolidated equity by approximately $10.6 million through translation adjustments recorded in accumulated other comprehensive income.

Credit and clearing risks

MIAX is exposed to credit risk from customers, counterparties, clearing agents and financial institutions, including deposits that may exceed insured limits. Management monitors counterparties and considers losses on deposits at financial institutions remote; historical credit-loss effects have been minimal. Monthly fees billed in arrears create customer-receivable exposure, particularly if volatile securities markets impair financial-institution customers. Broader distress among large or prominent market participants could also disrupt credit markets.

For matched U.S. equity and options trades, NSCC and OCC, respectively, act as central counterparties and guarantee clearance and settlement, limiting MIAX’s direct counterparty exposure. Some exposure remains when customer orders are routed to other markets: if a routing broker fails, MIAX could be responsible for payments. MIAX considers payments under these guarantees remote and has recorded no liability.

MIAX Futures holds material clearing-participant collateral in cash and non-cash deposits. It mitigates participant-default risk through twice-daily mark-to-market, security deposits, position-based margin models, and heightened monitoring and risk standards for physically delivered contracts. Settlement banks must be approved and undergo ongoing financial review. Financial futures cleared by OCC receive central-counterparty clearance and settlement guarantees; MIAX considers payments under those guarantees remote and has recorded no related liability.

Liquidity safeguards include daily performance-bond calculations and margin collection, a line of credit available in the event of a participant default, and liquid resources intended to meet intraday, same-day and multiday settlement needs under stress. MIAX Futures also uses performance-bond measures intended to limit procyclicality and disruptive margin changes during periods of high volatility.

Dorman Trading

Dorman Trading holds material customer funds and, as a futures commission merchant, must meet exchange margin calls daily and potentially intraday. It generally requires client margin by the next business day and seeks intraday payments from its largest clients during significant price movements. As clearing broker, Dorman must pay exchanges initial and variation margin before receiving client payments, leaving it responsible for client obligations and exposed to significant client credit and liquidity risk. It can raise client margin requirements based on positions, activity or market conditions.

CFTC capital and liquidity rules support Dorman’s customer obligations but restrict funds available for dividends, potentially limiting MIAX’s access to operating-subsidiary cash when needed. Dorman deposits its and customers’ funds with banks, other financial institutions and FCMs, including under omnibus arrangements. Institution failure could cause losses, and some deposits are protected only up to applicable insurance limits; such losses could materially adversely affect Dorman’s business, financial condition and results.

Disclosure Controls and Internal Control Over Financial Reporting

As of September 30, 2026, management, including the CEO and CFO, concluded that the company’s disclosure controls and procedures were effective. During the quarter ended September 30, 2026, no changes materially affected, or were reasonably likely to materially affect, internal control over financial reporting.

No material updates were made during the reporting period to the risk factors disclosed in MIAX’s Form 10-K for the year ended December 31, 2025. MIAX cautions that risks not currently known or considered immaterial could become significant, and that risks may materially and adversely affect its business, financial condition, results of operations, liquidity, and cash flows.

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2026, Director Judson Gray Teekell adopted a Rule 10b5-1 trading plan on August 10, 2026, to sell up to 28,600 common shares. The plan expires September 30, 2027. EVP of New Product Development John Smollen adopted a plan on September 11, 2026, to sell up to 61,590 common shares; it expires August 15, 2028.

Sales under either plan may begin only after the applicable cooling-off period and end when all planned sales are completed or the plan expires, whichever occurs first. These disclosures describe planned sales, not completed transactions.