MIAX Miami International Holdings, Inc. 8-K 2026-10-29 slides

Miami International Holdings Reports Third Quarter 2026 Results

• Q3 Net revenue of $131 million (+20% YoY)
• Q3 GAAP diluted EPS of $0.47; Adjusted diluted EPS of $0.45
• Q3 Adjusted EBITDA of $71 million (+47% YoY); Adjusted EBITDA margin of 54% (+>1,000 bps YoY)
• Updates full-year 2026 expense guidance

PRINCETON, N.J. and MIAMI – October 29, 2026 – Miami International Holdings, Inc. (MIAX or MIH) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced financial results for the third quarter of 2026.

MIAX delivered strong financial results in Q3 2026. Total net revenue grew 20% year-over-year to $131.0 million, adjusted EBITDA increased 47% to $70.8 million, and adjusted EBITDA margin was 54%. Adjusted diluted earnings per share was $0.45. The company’s options business posted a 15% year-over-year increase in average daily volume to 11.1 million contracts.

“MIAX’s lean, high-margin operating model enabled us to deliver strong revenue growth and margin expansion in the third quarter,” said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. “Net revenue grew 20% year-over-year and options market share increased to 17.4%. Adjusted expenses came in below last year’s level and adjusted EBITDA margin expanded by more than 1,000 basis points.”

Mr. Gallagher added: “Our next growth phase is underway, with Bloomberg index futures now available on NinjaTrader and four fertilizer futures contracts recently launched in response to clear member interest. With a strong balance sheet and the technology, licenses and customer relationships to compete in a fast-changing market, MIAX remains well-positioned to deliver long-term value for our shareholders.”

Third Quarter 2026 Highlights

All figures are compared to the third quarter of 2025 unless otherwise stated.

• Net revenue, defined as revenues less cost of revenues, grew 20%, or $21.5 million, to $131.0 million, compared to $109.5 million in the prior-year period. The increase was primarily driven by strong options business performance, including increased industry volumes and higher non-transaction revenue.
• Total operating expenses were $83.8 million, compared to $109.8 million in the prior-year period. The decrease was primarily due to initial public offering (IPO) related expense in 2025.
• Total adjusted operating expenses of $60.3 million decreased 2% compared to the prior-year period.
• Operating income was $47.2 million, compared to an operating loss of $0.3 million in the prior-year period.
• GAAP net income was $52.5 million, compared to a net loss of $102.1 million in the prior-year period.
• Adjusted earnings increased 25% to $50.1 million, compared to $39.9 million in the prior-year period.
• Adjusted EBITDA increased 47% to $70.8 million, compared to $48.0 million in the prior-year period, driven primarily by strong growth in net revenues.
• Adjusted EBITDA margin expanded to 54% from 44% in the prior-year period.
• Diluted EPS of $0.47 compared to $(1.46) in the prior-year period.
• Adjusted diluted EPS of $0.45 compared to $0.42 in the prior-year period.

Third Quarter 2026 Business Updates

• MIAX options exchanges reached average daily volume of 11.1 million contracts in the third quarter of 2026, a 15.2% year-over-year (YoY) increase.
• MIAX options exchanges achieved market share of 17.4% in the third quarter of 2026, compared to 17.2% in the prior year period.
• MIAX options exchange revenue per contract declined 4.9% YoY to $0.098.

Summary of Selected Unaudited Condensed Consolidated Financial Results
($000, except per share amounts and percentages)

• Not meaningful
  ** Reconciliation of non-GAAP results is included in the tables below. See “Non-GAAP Financial Information” below.
  *** Adjusted EBITDA margin represents adjusted EBITDA divided by net revenue.

Segment Results
($000)

Options

• Net revenue grew 19% to $112.6 million, compared to $94.5 million in the prior-year period. Growth was primarily driven by both net transaction fees and non-transaction fees. Net transaction fees increased due to higher industry volume, and higher market share, partially offset by lower revenue per contract (RPC). Higher non-transaction fees were primarily driven by increased member connections, and 2026 fee increases.

Operating Performance, Capital and Liquidity, and FY 2026 Guidance

• Operating income increased 44% to $73.9 million, compared to $51.4 million in the prior year period. Growth was primarily due to higher net revenues, and lower expenses as the prior-year period included accelerated share-based compensation expenses.
• Adjusted EBITDA grew 25% to $86.5 million, compared to $69.1 million in the prior-year period.

Equities

• Net revenue grew 53% to $6.7 million, compared to $4.4 million in the prior-year period. The increase was primarily due to higher net transaction fees from improved capture.
• Operating loss of $2.9 million in the third quarter, compared to an operating loss of $4.9 million in the prior-year period. Growth was primarily due to higher net revenues.
• Adjusted EBITDA of $1.0 million, compared to ($0.9) million in the prior-year period.

Futures

• Net revenue was $5.0 million, compared to $4.8 million in the prior-year period. Net transaction fees were relatively flat as increases in agricultural future revenues were offset by inverted financial futures revenue.
• Operating loss was $12.2 million, compared to an operating loss of $18.5 million in the prior year period. Growth was primarily due to lower expenses as the prior-year period included accelerated share-based compensation expenses.
• Adjusted EBITDA of ($8.4) million, compared to ($9.6) million in the prior-year period.

International

• Net revenue was $6.1 million, compared to $5.5 million in the prior-year period. The increase was primarily due to increased total listed securities by The International Stock Exchange Group Limited (TISE).
• Operating income was $1.3 million, compared to $0.8 million in the prior-year period. The increase was primarily due to increased net revenue.
• Adjusted EBITDA of $2.3 million, compared to $1.7 million in the prior-year period.

Capital and Liquidity

• As of September 30, 2026, MIAX had cash and cash equivalents of $698.9 million and total debt of $1.5 million.

FY 2026 Guidance

The company is updating full year 2026 expense guidance and now expects:

• Adjusted operating expenses, which exclude share-based compensation, depreciation and amortization, litigation and litigation settlement expenses, and provision for notes receivable in a range between $254 million and $257 million, down from previous guidance of between $260 million and $270 million;
• Share-based compensation expense in a range between $30 million and $32 million, compared to previous guidance of between $29 million and $32 million;
• Capital expenditures, including capitalization of internally developed software, in a range between $43 million and $46 million, compared to previous guidance of between $40 million and $45 million;
• Depreciation and amortization expense in a range between $36 million and $38 million, compared to previous guidance of between $35 million and $39 million;
• Adjusted effective tax rate post valuation allowance release in a range between 26% and 28%, compared to previous guidance of between 27% and 29%.

Webcast and Conference Call

MIAX will host a webcast and conference call to review its third quarter financial results today, October 29, 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 Information

Adjusted 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 and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized gain/loss on derivative and digital assets, loss on sale of intangible asset, impairment charges, warrant modifications, one time IPO payments, loss on extinguishment of debt, provision for notes receivable, and non-GAAP tax 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 tax provision and depreciation and amortization, share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized gain/loss on derivative and digital assets, loss on sale of intangible asset, impairment charges, warrant modifications, one time IPO payments, loss on extinguishment of debt, and provision for notes receivable.

Adjusted EBITDA margin, a non-GAAP financial measure, is defined as adjusted EBITDA divided by revenues less cost of revenues.

Adjusted diluted 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 MIAX

Miami 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, and The International Stock Exchange (TISE). MIAX also owns Dorman Trading, a full-service Futures Commission Merchant and Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. To learn more about MIAX please visit www.miaxglobal.com.

Disclaimer and Cautionary Note Regarding Forward-Looking Statements

This 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 MIAX’s 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.

Contacts:

Investors
John T. Williams
investor.relations@miaxglobal.com

Media
Andy Nybo
media@miaxglobal.com

Miami International Holdings, Inc. and Subsidiaries — Condensed Consolidated Statements of Operations (Unaudited)

Three and Nine Months Ended September 30, 2026 and 2025
($000, except share amounts)

Condensed Consolidated Balance Sheets (Unaudited)

Miami International Holdings, Inc. and Subsidiaries
September 30, 2026 and December 31, 2025
($000, except share and per share amounts)

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, 2026

(1) Share-based compensation represents expenses associated with stock options of $3.3 million, restricted stock awards of $1.0 million, restricted stock units of $3.3 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $7.5 million is made up of $6.4 million to employees within compensation and benefits, $0.2 million to service providers within professional fees and outside services, and $0.9 million to directors within general, administrative, and other.
(2) Investment gain of $1.1 million represents an unrealized gain on marketable equity securities.
(3) Litigation costs associated with litigation related to the Nasdaq matter.
(4) Reflects the aggregate unrealized gain resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2026.
(5) Represents provision for certain CAT costs that are no longer expected to be recoverable.

Three Months Ended September 30, 2025

(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 equity securities.
(3) Litigation costs are associated with 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. The right to put warrants terminated upon completion of the IPO in August 2025.

(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 the Company’s ERPs I and II that had an associated put right which required 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) Impairment charges of $2.0 million related to owned land and building impairments.

(7) Reflects the unrealized gain resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2025.

(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.

Segment Operating Results

The following sets forth our results of operations by segment ($000):

Three Months Ended September 30, 2026

(1) Futures segment includes $0.4 million related to access fees, $0.6 million related to market data fees, and $1.0 million related to other revenue. Corporate / Other segment includes $(0.4) million related to other revenue.

Three Months Ended September 30, 2025

(1) Includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.7 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):

Reconciliations of GAAP Net Income (Loss) to Adjusted Earnings

• Not meaningful

(1) See Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA above.
(2) Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.

The following table is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings ($000):

(1) Share-based compensation represents expenses associated with stock options, restricted stock awards, restricted stock units, and warrants that have been granted to employees, directors and service providers.
(2) 2026 represents the unrealized gain or loss on marketable equity securities. Three months ended September 30, 2025 represents an unrealized loss on available for sale marketable equity securities. The nine months ended September 30, 2025 represents an unrealized gain of $8.6 million from the TISE acquisition, and $1.7 million of unrealized gain on available for sale marketable equity securities.
(3) Litigation costs and settlement associated with litigation related to the Nasdaq matter.
(4) Impairment charges related to owned land and building impairments.
(5) Relates 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 the Company’s ERPs I and II that had an associated put right which required 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.

Earnings Per Share

The following table sets forth the computation of diluted net income (loss) and adjusted diluted earnings per share ($000, except share and per share data):

Three Months Ended September 30,

(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 aggregate unrealized gain or loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.

(10) Represents the gain on the sale of MIAXdx in January 2026.

(11) Represents provision for certain CAT costs that are no longer expected to be recoverable.

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

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

(14) 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.

(15) The income tax effect of the adjustments takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s).

(16) Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.

(17) Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share-based compensation compared to the book expense.

Key Business Metrics

Three and Nine Months Ended September 30, 2026 and 2025

• Percentage calculation is not meaningful.

(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 net transaction fees, divided by one-hundredth of total shares.
(4) Financial futures launched on May 17 (trade date May 18). Accordingly, ADV is calculated as total contracts for the period divided by total trading days for the period beginning on May 18.