Miami International Holdings Inc.
03/06/2026 | Press release | Distributed by Public on 03/06/2026 06:30
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
Management's Discussion and Analysis of Financial Condition and Results of Operations
This section presents management's perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Annual Report on Form 10-K, and should be read in conjunction with the accompanying audited consolidated financial statements and the notes thereto, included in Item 8 in this Annual Report on Form 10-K. It is also intended to provide you with information that will assist you in understanding our consolidated financial statements, the changes in key items in those consolidated financial statements from year to year, and the primary factors that accounted for those changes. To the extent that this discussion describes prior performance, the descriptions relate only to the periods shown, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management's expectations. Factors that could cause such differences are discussed in the sections titled "Special Note Regarding Forward-Looking Statements" and "Item 1A - Risk Factors."
The following discusses financial conditions and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Discussion of financial conditions and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Form 424(b)(4) Prospectus filed with the SEC on December 15, 2025.
Overview
Our Company
We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies.
We operate markets across a diverse number of asset classes including options, futures and cash equities and are developing a portfolio of new products. Our markets include: options through MIAX Options, MIAX Pearl, MIAX Emerald, and MIAX Sapphire; U.S. equities through MIAX Pearl Equities; U.S. futures and options on futures through MIAX Futures, and international listings through BSX and TISE. We also own Dorman Trading, an FCM. We also trade Hard Red Spring Wheat futures and options on MIAX Futures. Through MIAX Futures Clearing, we also offer clearing services for U.S. futures and options on futures. We also owned MIAXdx, a DCM, and a DCO prior to the disposition of MIAXdx in January 2026.
MIAXdx Transaction
On January 20, 2026, the Company completed the sale of 90% of the issued and outstanding equity in MIAXdx to a joint venture established by Robinhood Markets, Inc. in partnership with Susquehanna International Group. MIH has retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera Exchange and Clearing LLC.
The Company determined that MIAXdx met the criteria to be classified as held for sale, and accordingly, its total assets of $41.0 million and total liabilities of $2.8 million are presented separately as assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheet as of December 31, 2025.
The sale of MIAXdx resulted in a gain of approximately $50 million, which was recognized upon closing in January 2026.
TISE Acquisition
On June 5, 2025, MIH, through MIH East completed the TISE Acquisition. Prior to the TISE Acquisition, MIH East owned 29.46% of the issued ordinary share capital in TISEG. The total cash consideration paid for the TISE Acquisition was approximately £51.5 million ($69.7 million).
Initial Public Offering
In August 2025, we raised $396.8 million in gross proceeds from our initial public offering (the "IPO") of 17,250,000 shares of common stock, including the full exercise of the underwriters' option to purchase additional shares.
2029 Senior Secured Term Loan
On August 21, 2024, the Company entered into a five-year loan agreement (the "2029 Senior Secured Term Loan") for an aggregate principal amount of $100 million at a stated interest rate of 12.90% per annum payable quarterly. The Company received net proceeds of $95 million after deducting upfront fees. Prior to the second anniversary of the loan, the lenders, at their sole discretion, could make additional term loans to the Company in an aggregate amount of up to $100 million. The 2029 Senior Secured Term Loan was due to mature on August 21, 2029.
In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with an exercise price equal to $7.15 and $8.55 per share, respectively, with an expiration date of August 21, 2032. The warrants included a cashless exercise feature, anti-dilution protection, a put right for unexercised warrants under certain conditions and an automatic exercise requirement immediately prior to expiration.
The warrants provided that at any time following the earlier of (i) an event of default, as defined in the loan agreement, or repayment in full of the 2029 Senior Secured Term Loan and (ii) the sixth anniversary of the loan agreement, the lenders, had the right, but not the obligation, to require the Company to redeem any unexercised portion of the warrants for a purchase price equal to its fair value. The put right terminated upon completion of the Company's IPO in August 2025.
The puttable warrants issued with debt were accounted for as a liability carried at fair value subject to remeasurement at each balance sheet date, with any change in the fair value recognized as a component of non-operating income (expense) in the consolidated statements of operations. A portion of the 2029 Senior Secured Term Loan was attributed to the puttable warrants which at the time of issuance had been valued at $59.5 million. The initial fair value of the puttable warrants was recorded as a debt discount which was being amortized, together with debt issuance costs amounting to $5.8 million, to interest expense using the effective interest method over the life of the loan at an effective interest rate of 52.6%.
As of December 31, 2024, the fair value of the puttable warrants was determined to be $64.2 million. The Company determined the initial and subsequent fair value measurements of the warrant liability using a Black-Scholes valuation model. The rights to put warrants terminated upon completion of the Company's IPO in August 2025. Upon completion of the IPO, the outstanding puttable warrants issued with debt were remeasured at fair value and reclassified to additional paid-in capital in the consolidated balance sheet as of December 31, 2025.
In June 2025, the lenders and the Company entered into Amendment No. 1 to the 2029 Senior Secured Loan Agreement pursuant to which the lenders made an incremental term loan to the Company in the aggregate principal amount of $40 million on substantially the same terms as the 2029 Senior Secured Term Loan (the "Incremental Term Loan"). The Incremental Term Loan had an interest rate of 12.90% per annum, was payable in cash and was due to mature in August 2029. The proceeds from the Incremental Term Loan were used to fund a portion of the purchase price of the TISE Acquisition. The Company received net proceeds of $36.9 million after deducting upfront fees and lenders' issuance costs. The Company incurred additional issuance costs of $3.0 million. The upfront fees together with debt issuance costs were being amortized using the effective interest method over the life of the loan at an effective interest rate of 17.0%.
On August 18, 2025, the Company used proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million. The Company paid $178.4 million, including the outstanding interest payable of $2.5 million and a prepayment premium of $36.0 million. The Company recorded a loss on debt extinguishment of $107.7 million, which included the unamortized debt discount and issuance cost balance of $71.6 million, the prepayment premium of $36.0 million and legal expenses of $0.1 million.
The Company recognized $11.9 million and $5.9 million of interest expense related to the 2029 Senior Secured Term Loan during the years ended December 31, 2025 and 2024, respectively, including $2.8 million and $1.1 million related to the accretion of the debt discounts and deferred financing costs.
In December 2025, in connection with a secondary offering completed by the Company, the lenders under the 2029 Senior Secured Term Loan exercised an aggregate of 3,690,079 warrants on a cashless basis, resulting in the issuance of 3,065,826 shares of the Company's common stock. The secondary offering consisted of an aggregate of 7,762,500 shares of the Company's common stock, sold at a public offering price $41.00 per share, and was comprised entirely of secondary shares, including shares issued upon the exercise of warrants, sold by certain selling stockholders of the Company. The Company did not sell any shares of common stock and did not receive any proceeds from the secondary offering.
Pyth Tokens Unlocking
In 2021, BSX entered into agreements with Pyth to begin publishing limited derived equities market data for certain symbols from MIAX Pearl Equities on the Pyth Network, a decentralized financial market data distribution platform for aggregated data. In exchange, Pyth granted BSX Pyth tokens which became inaccessible in 2022 resulting in an impairment of those assets. During 2023, pursuant to a replacement token agreement, BSX received 500 million replacement Pyth tokens which were locked and restricted from trading with a four year unlock schedule commencing on May 20, 2024. The Company also received an additional 0.8 million locked reward Pyth tokens, which will be unlocked at various times during 2025 through 2028. While the Pyth tokens are locked they are not in the control or possession of BSX, cannot be traded by BSX, and are held by another entity. The Pyth tokens unlock on the schedule based on the agreement under which they were issued, and do not require any further performance by BSX in order to receive the Pyth tokens as they unlock.
On May 20, 2024, the first 125 million Pyth tokens were unlocked by Pyth. During the quarter ended June 30, 2024, BSX sold the 125 million tokens for $52.6 million, net of expenses incurred. The net proceeds from the token sale were recorded as a gain on sale of intangible asset in non-operating (expense) income on the consolidated statement of operations. On May 20, 2025, another 125 million Pyth tokens were unlocked by Pyth and subsequently sold by the Company during the second quarter of 2025 for $16.2 million, net of related expenses. The remaining 250 million locked tokens will be distributed to BSX by the Pyth Network at the time of unlocking and are expected to be unlocked at a rate of 125 million tokens each on May 20, 2026 and May 20, 2027. This right to receive Pyth tokens meets the definition of a derivative as an active market was established for these tokens in the second quarter of 2024 and are therefore recognized at fair value at each reporting date and recorded in derivative assets (current and noncurrent) in the consolidated balance sheets with the changes in the fair value recognized in non-operating (expense) income on the consolidated statements of operations. As of December 31, 2025, the fair value of derivative assets associated with the 250 million locked Pyth tokens amounted to $11.1 million.
Our Business Model
Business Segments
We report four business segments: Options, Equities, Futures, and International. Segment performance is primarily based on revenues less cost of revenues, operating income and adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA"). We have aggregated all of our corporate costs and eliminations, as well as other business ventures, within Corporate and Other; however, operating expenses that relate to activities of a specific segment have been allocated to that segment.
Management allocates resources, assesses performance and manages our business according to these four business segments:
Options. The Options segment includes our business operations relating to listed options on the stocks of individual equity options and options on ETPs, such as ETFs, which are "multi-listed" options and listed on a non-exclusive basis. These options trade on MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire, which are all U.S. national security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the licensing of proprietary options market data, index licensing and access services.
Equities. The Equities segment includes our business operations relating to listed U.S. equities and ETP transaction services that occur on MIAX Pearl. The Equities segment also includes applicable market data revenue generated from the CTA Plan, the UTP Plan, and the CQS Plan, as well as licensing of proprietary equities market data, routing services and access services.
Futures.The Futures segment includes our business operations relating to futures transaction services provided by our futures exchange and clearing house, MIAX Futures. These services include offerings for trading and clearing of futures products, the licensing of proprietary market data, listings fees, as well as access services. In October 2022, we acquired Dorman Trading, a full-service FCM registered with the CFTC, which is included within the Futures segment. In May 2023, we acquired MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC. MIAXdx was included within the Futures segment until it was sold by the Company in January 2026.
International. The International segment includes listing services for capital market instruments such as equities, debt issues, funds, hedge funds, derivative warrants and insurance linked securities provided by BSX and listing of high yield bonds and private equity debt by TISE.
Key Factors Driving Our Performance
In broad terms, our business performance is impacted by several drivers, including macroeconomic events affecting the risk and return of financial assets, investor sentiment, the regulatory environment for capital markets, geopolitical events, tax policies, central bank policies and changing technology, particularly in the financial services industry. We believe our future revenues and net income will continue to be influenced by a number of trends, including:
•trading volumes in listed equity options; trading volumes in listed futures; volumes in listed equity securities and ETFs;
•our ability to continue expanding market share in listed equity options, listed futures, and listed equity securities and ETFs;
•our ability to develop and successfully launch proprietary futures and options products based on licensed Bloomberg indexes, and to generate sufficient trading activity to support their long-term viability;
•the demand for and pricing structure of the U.S. Tape Plan market data distributed by the Securities Information Processors ("SIPs") and the market data distributed by OPRA which determine the pool size of the industry market data revenue we receive based on a known formula using trading and/or quoting activity, as required by NMS;
•consolidation and expansion of our customers and competitors in the industry;
•the demand for information about, or access to, our markets, which is dependent on the products we trade, our importance as a liquidity center and the quality and pricing of our data and access services;
•continuing pressure in transaction fee pricing due to intense competition;
•inverted pricing, where liquidity payments exceed transaction revenues, implemented to attract volume in listed equity securities and ETFs and volumes on our proprietary products;
•ongoing costs, funding uncertainties, and regulatory and litigation developments related to the implementation of the CAT, including risks related to the collection of promissory notes issued to fund CAT;
•regulatory changes relating to market structure and increased capital requirements and those which affect certain types of instruments, transactions, pricing structures, capital market participants or reporting or compliance requirements; and
•significant structural, political and monetary issues as well as macroeconomic effects of global events, including developments in tariffs, changes in inflation, fluctuations in commodity prices, potential recession, and prevailing interest rate levels, and geopolitical developments such as regional conflicts or wars, which have resulted and may continue to result in an increased or subdued market volatility, changes in trading volumes, and greater market uncertainty.
Key Components of Our Results of Operations
Revenues
Transaction and Clearing Fees
Transaction fees represent fees we charge to our exchange member firms, as customers, for the performance obligation of executing a trade on our exchanges and comprise the majority of our revenues. These fees can be variable based on trade volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded on a monthly basis in accordance with our published fee schedules. Transaction fees also include Dorman Trading's sales and brokerage commissions generated by customers trading activity on options and futures. Transaction fees are recognized across all operating segments and are recorded as transactions occur on a trade-date basis. Clearing fees, which include settlement fees, are charged by us for transactions cleared by MIAX Futures, Dorman Trading and BSX. Clearing fees can be variable based on cleared volume tiered discounts; however, as all tiered discounts are calculated monthly, the actual discount is recorded and billed on a monthly basis in accordance with our published fee schedules. Clearing fees are recognized in the Futures segment for MIAX Futures and Dorman Trading and in the International segment for BSX, and are recorded as transactions are cleared.
Tiered discounts are offered to customers based on the amount of trades that are executed on our exchanges. As these are volume driven, they reduce the transaction price and are recorded net in transaction fees. Liquidity payments are paid for certain customer transactions are accounted for as consideration payable to a customer and are recorded separately as cost of revenues.
Transaction and clearing fees also result in regulatory fees. Regulatory fees include the options regulatory fee ("ORF") and Section 31 fees. ORF is in place to fund our regulatory oversight function of the exchange marketplace and is determined based on the number of customer contracts and cannot be used for non-regulatory purposes. Section 31 fees are transaction fees charged by the SEC to the exchanges. The Section 31 fees charged to customers are based on the fee set by the SEC per notional value of transactions executed on our securities markets and are calculated and billed monthly. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted. The Section 31 fee collected by us is ultimately payable to the SEC, and therefore we record a corresponding cost of revenues.
Access Fees
Access fees include fees assessed for allowing customers, which include exchange member firms and non-member firms, to connect their networks to one of our exchanges for a specified period of time. Fees for these services are assessed to customers for the opportunity to trade as member firms, or in the case of non-member firms to provide these services to member firms, and use other related functions of the exchanges. Access fees are billed monthly in accordance with our published fee schedules and are recognized during the period the service is provided, which is generally one month. Access fees are recognized across all operating segments.
Market Data Fees
We charge market data fees for making market data available to customers either through direct subscriptions or through our participation in the U.S. Tape Plans. Market data revenue includes distributions from the U.S. Tape Plans, which is distributed based upon each individual exchange's market share of U.S. volume, trades, and/or quotes. Market data revenue also includes market data revenue earned from the sale of proprietary market data directly to the customer on a subscription basis. Market data revenue is recognized in the period the data is provided. U.S. Tape Plan market data is recognized in the Options and Equities segments. Proprietary market data fees are recognized across all segments.
Other Revenue
Other revenue primarily includes initial and annual listing fees from TISE, BSX, and MIAX Futures listings, member fines, office rental income, and interest income from MIAX Futures and Dorman Trading clearing operations.
Concentration of Revenue
The following tables summarize each customer's revenue concentration as a percentage of the Company's total revenues during the years ended December 31, 2025 and 2024:
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Year Ended
|
|||||||||||
|
December 31,
|
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| 2025 | 2024 | ||||||||||
|
Customer 1
|
15 | % | 15 | % | |||||||
|
Customer 2
|
19 | % | 16 | % | |||||||
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Customer 3
|
11 | % | 12 | % | |||||||
While the Company has historically had certain recurring customers, no customer is contractually or otherwise obligated to continue to use our services and therefore there is no assurance that recurring customers or revenues will continue in future periods.
Cost of Revenues
Liquidity Payments
Liquidity payments are directly correlated to the volume of securities traded on our markets. We record liquidity payments paid to market participants providing liquidity and/or order flow as cost of revenues and consider them to be a distinct service. In certain instances, including for new segments and proprietary products, liquidity payments exceed
transaction fees resulting in inverted pricing. In our Equities segment, we have at times offered liquidity payments higher than transaction fees to attract order flow that might otherwise trade on other exchanges.
For certain new products in our Futures segment, we currently waive certain transaction fees and provide liquidity payments to attract volumes from competing proprietary products offered on other exchanges. Additionally, in our Futures segment through Dorman Trading, we record liquidity payments to introducing brokers.
Brokerage, Clearing and Exchange Fees
Brokerage, clearing and exchange fees include fees incurred by Dorman Trading for clearing and settlement services paid to executing brokers, exchanges, clearing organizations and banks. There are also various rules that require U.S. options and equities trade executions occur at the National Best Bid/Offer ("NBBO") displayed by any exchange. Linkage order routing consists of the cost incurred to provide a service whereby our equities and options exchanges deliver orders to other execution venues when there is a potential for obtaining a better execution price or when instructed to directly route an order to another venue by the order provider. The service affords exchange order flow providers an opportunity to obtain the best available execution price and may also result in cost benefits to those clients. Such an offering improves our competitive position and provides an opportunity to attract orders which would otherwise bypass our exchanges. We utilize third-party brokers to facilitate such delivery. Additionally, within brokerage, clearing and exchange fees are costs incurred by MIAX Futures for futures trades executed on CME Globex. The expense for CME Globex ceased beginning June 30, 2025 when MIAX Futures migrated from the CME Globex platform and onto the MIAX Futures Onyx trading platform.
Section 31 Fees
Exchanges under the authority of the SEC (MIAX Options, MIAX Pearl, MIAX Emerald and MIAX Sapphire) are assessed fees pursuant to the Exchange Act designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. We treat these fees as a pass-through charge to customers executing eligible listed equities and listed equity options trades. Accordingly, we recognize the amount that we are charged under Section 31 as a cost of revenues and the corresponding amount that we charge our customers as transaction fees revenue. Since the regulatory transaction fees recorded in revenues are equal to the Section 31 fees recorded in cost of revenues, there is no impact on our operating income. Beginning on May 14, 2025, the rate was reduced from $27.80 per million for covered sales to a rate of $0.00 per million. This reduction was a temporary adjustment and the fee will revert to a new rate once legislation for fiscal year 2026 appropriation is enacted.
Equity Rights Program
We incurred expenses for certain share-based payment awards as part of our ERPs. Under these programs, we recorded the fair value of the number of shares that vested in a period as a cost of revenues. The vesting period for the last share-based payment, related to ERP V, commenced January 1, 2021 and ended June 30, 2024. No warrant expense was recognized thereafter.
Revenues generated during the year ended December 31, 2024 exceeded the costs incurred with respect to ERP V participants. See "Segment Operating Results - Equities" for additional information.
Other Cost of Revenues
Other cost of revenues include interest paid to customers generated from customer funds deposited with Dorman Trading to satisfy margin requirements held by third-party banks or on deposit with or pledged to clearing organizations or other FCMs, as well as the investment of customer funds in allowable securities, primarily U.S. Treasury obligations. MIAX Futures pays interest to clearing members from member funds deposited with MIAX Futures as clearinghouse performance bonds and guarantee funds. Also included with other cost of revenues are third-party trading platform fees which we charge to customers. These costs are incurred in our Futures segment by Dorman Trading.
Operating Expenses
Compensation and Benefits
Compensation and benefits represent our largest expense category and tend to be driven by our staffing requirements, financial performance and the general dynamics of the employment market. Stock-based compensation is a non-cash expense related to equity awards. Stock-based compensation can vary depending on the quantity and fair value of the award on the date of grant and the related service period. Certain outstanding equity awards vested or had vesting accelerated upon the Company's initial public offering.
Information Technology and Communications
Information technology and communications consists primarily of costs related to hosted data centers, maintenance and support of computer equipment and software, circuits supporting our wide area network and fees paid to information vendors for market data.
Depreciation and Amortization
Depreciation and amortization expense results from the depreciation of long-lived assets purchased, the amortization of purchased and internally developed software and the amortization of intangible assets.
Occupancy
Occupancy costs primarily consist of expenses related to owned and leased properties including rent, maintenance, utilities and real estate taxes.
Professional Fees and Outside Services
Professional fees and outside services consist primarily of consulting services, which include supplemental staff activities primarily related to legal, technology support, regulatory, audit and tax advisory services.
Marketing and Business Development
Marketing and business development includes marketing programs for new products, branding, promotions and corporate events.
Acquisition-Related Costs
Acquisition-related costs relate to the TISE Acquisition. The acquisition-related costs include fees for investment banking advisors, lawyers, accountants, tax advisors, and other external costs directly related to the acquisition.
General, Administrative, and Other Expenses
General, administrative, and other expenses represent all other costs necessary to support our operations including travel and entertainment, Board fees and commercial insurance.
Non-Operating Income (Expense)
Income and expenses incurred through activities outside of our core operations are considered non-operating and are classified as other income (expense). These activities primarily include the change in fair value of puttable common stock, change in fair value of puttable warrants issued with debt, interest expense related to outstanding debt facilities, loss on extinguishment of debt, interest earned on the investing of excess cash, consideration paid for termination of put liability, unrealized gains and losses on derivative assets (right to receive Pyth tokens), and gains and losses on sale of intangible assets.
Results of Operations
The following are summaries of changes in financial performance and include certain non-GAAP financial measures. Management uses these non-GAAP measures internally in conjunction with GAAP measures to help evaluate our performance and to help make financial and operational decisions. These non-GAAP financial measures assist management in comparing our performance on a consistent basis for purposes of business decision making by removing the impact of certain items management believes do not reflect our underlying operations.
We believe our presentation of these measures provides investors with greater transparency into financial measures used by management and is useful to investors for period-to-period comparisons of our ongoing operating performance.
These non-GAAP financial measures are not presented in accordance with, or as an alternative to, GAAP financial measures and may be calculated differently from non-GAAP measures used by other companies, which reduces their usefulness as comparative measures. We encourage analysts, investors and other interested parties to use these non-GAAP measures as supplemental information to the GAAP financial measures included herein, including our consolidated financial statements, to enhance their analysis and understanding of our performance and in making comparisons. See the footnotes below for definitions, additional information and reconciliations to the closest GAAP measure.
Comparison of the Years Ended December 31, 2025 and 2024
Overview
The following summarizes changes in financial performance for the year ended December 31, 2025, compared to the year ended December 31, 2024 (in thousands, except share, per share amounts and percentages):
|
Year Ended
December 31,
|
Increase/
(Decrease)
|
Percent Change |
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|
2025
|
2024
|
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| Total revenues | $ | 1,364,073 | $ | 1,140,072 | $ | 224,001 | 19.6 | % | |||||||||||||||
| Total cost of revenues | 933,543 | 864,428 | 69,115 | 8.0 | % | ||||||||||||||||||
| Revenues less cost of revenues | 430,530 | 275,644 | 154,886 | 56.2 | % | ||||||||||||||||||
| Total operating expenses | 338,562 | 278,469 | 60,093 | 21.6 | % | ||||||||||||||||||
| Operating income (loss) | 91,968 | (2,825) | 94,793 | * | |||||||||||||||||||
|
Income (loss) before income tax provision
|
(68,579) | 105,081 | (173,660) | * | |||||||||||||||||||
|
Income tax expense
|
(1,450) | (3,095) | 1,645 | * | |||||||||||||||||||
|
Net income (loss)
|
(70,029) | 101,986 | (172,015) | * | |||||||||||||||||||
| Net loss attributable to non-controlling interest | - | (137) | 137 | * | |||||||||||||||||||
|
Net income (loss) attributable to MIH
|
$ | (70,029) | $ | 102,123 | $ | (172,152) | * | ||||||||||||||||
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Basic earnings (loss) per share
|
$ | (1.00) | $ | 1.68 | $ | (2.68) | * | ||||||||||||||||
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Diluted earnings (loss) per share
|
$ | (1.00) | $ | 1.39 | $ | (2.39) | * | ||||||||||||||||
| Basic weighted average shares outstanding | 69,836,032 | 60,698,967 | 9,137,065 | 15.1 | % | ||||||||||||||||||
| Diluted weighted average shares outstanding | 69,836,032 | 74,625,858 | (4,789,826) | (6.4) | % | ||||||||||||||||||
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Adjusted revenues less cost of revenues(1)
|
$ | 430,530 | $ | 277,619 | $ | 152,911 | 55.1 | % | |||||||||||||||
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EBITDA(2)
|
$ | (35,728) | $ | 139,239 | $ | (174,967) | * | ||||||||||||||||
|
EBITDA margin(3)
|
(8.3) | % | 50.5 | % | (58.8) pts | * | |||||||||||||||||
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Adjusted EBITDA(2)
|
$ | 199,100 | $ | 82,082 | $ | 117,018 | 142.6 | % | |||||||||||||||
|
Adjusted EBITDA margin(3)
|
46.2 | % | 29.6 | % | 16.6 pts | 56.1 | % | ||||||||||||||||
|
Adjusted earnings(4)
|
$ | 164,799 | $ | 44,907 | $ | 119,892 | 267.0 | % | |||||||||||||||
|
Adjusted earnings margin(4)
|
38.3 | % | 16.2 | % | 22.1 pts | 136.4 | % | ||||||||||||||||
|
Adjusted diluted earnings per share(4)
|
$ | 1.82 | $ | 0.62 | $ | 1.20 | 193.5 | % | |||||||||||||||
| Diluted weighted average shares outstanding used for adjusted diluted earnings per share | 90,582,541 | 74,625,858 | 15,956,683 | 21.4 | % | ||||||||||||||||||
__________________
*Not meaningful
(1)Adjusted revenues less cost of revenues is defined as revenues less cost of revenues excluding the cost of the ERP. Adjusted revenues less cost of revenues does not represent, and should not be considered as an alternative to, revenues less cost of revenues as determined in accordance with GAAP. We have presented revenues less cost of revenues and adjusted revenues less cost of revenues because we consider them important supplemental measures of our performance. In addition, we use adjusted revenues less cost of revenues as a measure of operating performance for preparation of our forecasts. Other companies may calculate revenues less cost of revenues and adjusted revenues less cost of revenues differently than we do. Revenues less cost of revenues and adjusted revenues less cost of revenues have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
(2)EBITDA is defined as income before interest expense and amortization of debt discount costs, interest income, income taxes and depreciation and amortization. Adjusted EBITDA is defined as EBITDA before share-based compensation, investment gain/loss, litigation costs, acquisition-related 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. EBITDA and adjusted EBITDA do not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented EBITDA and adjusted EBITDA because we consider them important supplemental measures of our performance. In addition, we use adjusted EBITDA as a measure of operating performance for preparation of our forecasts. Other companies may calculate EBITDA and adjusted EBITDA differently than we do. EBITDA and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP.
(3)EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.
(4)Adjusted earnings is defined as net income (loss) adjusted for share-based compensation, investment gain/loss, litigation costs, acquisition-related 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, net of the income tax effects of these adjustments. Adjusted earnings margin represents adjusted earnings divided by adjusted revenues less cost of revenues. Adjusted diluted earnings per share represents 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). Adjusted earnings does not represent, and should not be considered as, alternatives to net income as determined in accordance with GAAP. We have presented adjusted earnings because we consider this an important supplemental measure of our performance. In addition, we use adjusted earnings as a measure of operating performance for preparation of our forecasts. Other companies may calculate adjusted earnings differently than we do. Adjusted earnings has limitations as an analytical tool, and you should not consider it in isolation or as substitute for analysis of our results as reported under GAAP.
The following sets forth our results of operations by segment (in thousands):
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
|
2025
|
|||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 988,130 | $ | 129,062 | $ | 71,983 | $ | 254 | $ | - | $ | 1,189,429 | |||||||||||||||||||||||
| Access fees | 90,386 | 14,738 | 990 | 162 | (228) | 106,048 | |||||||||||||||||||||||||||||
| Market data fees | 27,222 | 9,519 | 4,568 | 319 | (30) | 41,598 | |||||||||||||||||||||||||||||
| Other revenue | 1,281 | 27 | 10,328 | 13,954 | 1,408 | 26,998 | |||||||||||||||||||||||||||||
| Total revenues | 1,107,019 | 153,346 | 87,869 | 14,689 | 1,150 | 1,364,073 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 705,045 | 120,623 | 12,228 | - | - | 837,896 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 4,405 | 926 | 49,933 | - | - | 55,264 | |||||||||||||||||||||||||||||
| Section 31 fees | 22,178 | 13,047 | - | - | - | 35,225 | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 5,238 | - | (80) | 5,158 | |||||||||||||||||||||||||||||
| Total cost of revenues | 731,628 | 134,596 | 67,399 | - | (80) | 933,543 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 375,391 | 18,750 | 20,470 | 14,689 | 1,230 | 430,530 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 80,950 | 14,194 | 52,022 | 8,352 | 32,795 | 188,313 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 15,161 | 6,943 | 9,890 | 2,381 | 992 | 35,367 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 14,620 | 5,639 | 5,169 | 1,500 | 2,451 | 29,379 | |||||||||||||||||||||||||||||
| Occupancy costs | 5,918 | 708 | 2,321 | 912 | 2,125 | 11,984 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 15,733 | 1,708 | 2,380 | 1,321 | 21,650 | 42,792 | |||||||||||||||||||||||||||||
| Marketing and business development | 587 | 183 | 1,108 | 319 | 559 | 2,756 | |||||||||||||||||||||||||||||
| Acquisition-related costs | - | - | - | - | 2,901 | 2,901 | |||||||||||||||||||||||||||||
| General, administrative, and other | 8,317 | 1,389 | 4,420 | 861 | 10,083 | 25,070 | |||||||||||||||||||||||||||||
| Total operating expenses | 141,286 | 30,764 | 77,310 | 15,646 | 73,556 | 338,562 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 234,105 | (12,014) | (56,840) | (957) | (72,326) | 91,968 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | - | - | - | - | (2,229) | (2,229) | |||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | - | - | - | - | (1,172) | (1,172) | |||||||||||||||||||||||||||||
| Interest income | 1,592 | - | 785 | 305 | 6,732 | 9,414 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | (111) | - | (12,775) | (12,886) | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | - | (107,656) | (107,656) | |||||||||||||||||||||||||||||
| Loss on sale of intangible asset | - | - | - | (2,054) | - | (2,054) | |||||||||||||||||||||||||||||
|
Unrealized loss on derivative assets
|
- | - | - | (54,915) | - | (54,915) | |||||||||||||||||||||||||||||
| Other, net | (2) | - | 2,456 | (62) | 8,559 | 10,951 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 235,695 | (12,014) | (53,710) | (57,683) | (180,867) | (68,579) | |||||||||||||||||||||||||||||
| Income tax expense | - | - | - | (962) | (488) | (1,450) | |||||||||||||||||||||||||||||
|
Net income (loss) attributable to MIH
|
$ | 235,695 | $ | (12,014) | $ | (53,710) | $ | (58,645) | $ | (181,355) | $ | (70,029) | |||||||||||||||||||||||
(1)Includes $1.4 million related to access fees, $1.2 million related to market data fees, and $2.6 million related to other revenue.
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 757,286 | $ | 163,507 | $ | 79,102 | $ | 219 | $ | - | $ | 1,000,114 | |||||||||||||||||||||||
| Access fees | 75,218 | 13,739 | 694 | 144 | (228) | 89,567 | |||||||||||||||||||||||||||||
| Market data fees | 19,084 | 10,523 | 3,744 | 319 | (24) | 33,646 | |||||||||||||||||||||||||||||
| Other revenue | 166 | - | 12,535 | 2,629 | 1,415 | 16,745 | |||||||||||||||||||||||||||||
| Total revenues | 851,754 | 187,769 | 96,075 | 3,311 | 1,163 | 1,140,072 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 565,982 | 153,711 | 7,484 | - | - | 727,177 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 4,735 | 1,051 | 62,676 | - | - | 68,462 | |||||||||||||||||||||||||||||
| Section 31 fees | 33,470 | 28,670 | - | - | - | 62,140 | |||||||||||||||||||||||||||||
| Equity rights program | - | 1,975 | - | - | - | 1,975 | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 4,674 | - | - | 4,674 | |||||||||||||||||||||||||||||
| Total cost of revenues | 604,187 | 185,407 | 74,834 | - | - | 864,428 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 247,567 | 2,362 | 21,241 | 3,311 | 1,163 | 275,644 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 59,466 | 13,573 | 44,072 | 8,357 | 19,757 | 145,225 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 11,691 | 5,570 | 9,241 | 2,255 | 410 | 29,167 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 11,216 | 5,919 | 3,446 | 584 | 2,207 | 23,372 | |||||||||||||||||||||||||||||
| Occupancy costs | 4,181 | 697 | 1,655 | 770 | 2,102 | 9,405 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 20,523 | 2,404 | 4,977 | 790 | 18,962 | 47,656 | |||||||||||||||||||||||||||||
| Marketing and business development | 890 | 37 | 482 | 172 | 1,482 | 3,063 | |||||||||||||||||||||||||||||
| General, administrative, and other | 6,033 | 1,310 | 4,580 | 1,177 | 7,481 | 20,581 | |||||||||||||||||||||||||||||
| Total operating expenses | 114,000 | 29,510 | 68,453 | 14,105 | 52,401 | 278,469 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 133,567 | (27,148) | (47,212) | (10,794) | (51,238) | (2,825) | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | - | - | - | - | (4,662) | (4,662) | |||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | - | - | - | - | (10,594) | (10,594) | |||||||||||||||||||||||||||||
|
Interest income
|
1,264 | - | 899 | - | 1,139 | 3,302 | |||||||||||||||||||||||||||||
|
Impairment of intangible asset
|
- | - | - | - | (4,108) | (4,108) | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | (173) | - | (13,778) | (13,951) | |||||||||||||||||||||||||||||
| Gain on sale of intangible asset | - | - | - | 52,604 | - | 52,604 | |||||||||||||||||||||||||||||
| Unrealized gain on derivative assets | - | - | - | 83,840 | - | 83,840 | |||||||||||||||||||||||||||||
| Other, net | - | - | 1,878 | - | (403) | 1,475 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 134,831 | (27,148) | (44,608) | 125,650 | (83,644) | 105,081 | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | - | - | 2,188 | - | (5,283) | (3,095) | |||||||||||||||||||||||||||||
| Net income (loss) | 134,831 | (27,148) | (42,420) | 125,650 | (88,927) | 101,986 | |||||||||||||||||||||||||||||
| Net loss attributable to non-controlling interest | - | - | - | - | (137) | (137) | |||||||||||||||||||||||||||||
|
Net income (loss) attributable to MIH
|
$ | 134,831 | $ | (27,148) | $ | (42,420) | $ | 125,650 | $ | (88,790) | $ | 102,123 | |||||||||||||||||||||||
(1)Includes $0.9 million related to access fees, $0.7 million related to market data fees, and $3.0 million related to other revenue.
The following is a reconciliation of revenues less cost of revenues to adjusted revenues less cost of revenues (in thousands):
|
Year Ended December 31, 2025
|
|||||||||||||||||||||||||||||||||||
|
Options
|
Equities |
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 375,391 | $ | 18,750 | $ | 20,470 | $ | 14,689 | $ | 1,230 | $ | 430,530 | |||||||||||||||||||||||
|
Equity rights program
|
- | - | - | - | - | - | |||||||||||||||||||||||||||||
|
Adjusted revenues less cost of revenues(1)
|
$ | 375,391 | $ | 18,750 | $ | 20,470 | $ | 14,689 | $ | 1,230 | $ | 430,530 | |||||||||||||||||||||||
|
Year Ended December 31, 2024
|
|||||||||||||||||||||||||||||||||||
|
Options
|
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 247,567 | $ | 2,362 | $ | 21,241 | $ | 3,311 | $ | 1,163 | $ | 275,644 | |||||||||||||||||||||||
|
Equity rights program
|
- | 1,975 | - | - | - | 1,975 | |||||||||||||||||||||||||||||
|
Adjusted revenues less cost of revenues(1)
|
$ | 247,567 | $ | 4,337 | $ | 21,241 | $ | 3,311 | $ | 1,163 | $ | 277,619 | |||||||||||||||||||||||
__________________
(1)Adjusted revenues less cost of revenues is defined as total revenues less cost of revenues excluding the cost of the ERP.
The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in thousands):
|
Year Ended December 31, 2025
|
|||||||||||||||||||||||||||||||||||
| Options |
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
| Net 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 | 12,886 | |||||||||||||||||||||||||||||
| Interest income | (1,592) | - | (785) | (305) | (6,732) | (9,414) | |||||||||||||||||||||||||||||
| Income tax expense | - | - | - | 962 | 488 | 1,450 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 14,620 | 5,639 | 5,169 | 1,500 | 2,451 | 29,379 | |||||||||||||||||||||||||||||
| EBITDA | 248,723 | (6,375) | (49,215) | (56,488) | (172,373) | (35,728) | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
24,815 | 4,460 | 15,288 | 1,473 | 11,530 | 57,566 | |||||||||||||||||||||||||||||
|
Investment gain(2)
|
- | - | (1,797) | - | (8,577) | (10,374) | |||||||||||||||||||||||||||||
|
Litigation costs(3)
|
3,321 | - | - | - | 1,107 | 4,428 | |||||||||||||||||||||||||||||
|
Impairment charges(4)
|
- | - | - | - | 2,717 | 2,717 | |||||||||||||||||||||||||||||
|
Acquisition-related costs(5)
|
- | - | - | - | 2,901 | 2,901 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable warrants issued with debt(6)
|
- | - | - | - | 1,172 | 1,172 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable common stock(7)
|
- | - | - | - | 2,229 | 2,229 | |||||||||||||||||||||||||||||
|
Loss on sale of intangible asset(8)
|
- | - | - | 2,054 | - | 2,054 | |||||||||||||||||||||||||||||
|
Unrealized loss on derivative assets(9)
|
- | - | - | 54,915 | - | 54,915 | |||||||||||||||||||||||||||||
|
One-time IPO payments(10)
|
- | - | - | - | 8,048 | 8,048 | |||||||||||||||||||||||||||||
|
Warrant modifications(11)
|
- | - | - | - | 1,516 | 1,516 | |||||||||||||||||||||||||||||
|
Loss of extinguishment of debt(12)
|
- | - | - | - | 107,656 | 107,656 | |||||||||||||||||||||||||||||
| Adjusted 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, see "Item 3 - Legal Proceedings - Nasdaq Matter."
(4)Impairment charges of $2.7 million 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 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 the expiration date of certain warrants.
(12)Represents the write-off of the unamortized debt discount and issuance costs and the 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 |
Total
|
||||||||||||||||||||||||||||||
| Net income (loss) allocated to common shareholders | $ | 134,831 | $ | (27,148) | $ | (42,420) | $ | 125,650 | $ | (88,790) | 102,123 | ||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | 173 | - | 13,778 | 13,951 | |||||||||||||||||||||||||||||
| Interest income | (1,264) | - | (899) | - | (1,139) | (3,302) | |||||||||||||||||||||||||||||
|
Income tax expense (benefit)
|
- | - | (2,188) | - | 5,283 | 3,095 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 11,216 | 5,919 | 3,446 | 584 | 2,207 | 23,372 | |||||||||||||||||||||||||||||
| EBITDA | 144,783 | (21,229) | (41,888) | 126,234 | (68,661) | 139,239 | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
15,823 | 5,977 | 11,342 | 2,591 | 7,898 | 43,631 | |||||||||||||||||||||||||||||
|
Investment (gain) loss(2)
|
- | - | (952) | - | 2,037 | 1,085 | |||||||||||||||||||||||||||||
|
Litigation costs(3)
|
6,646 | - | - | - | 2,215 | 8,861 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable warrants issued with debt(4)
|
- | - | - | - | 4,662 | 4,662 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable common stock(5)
|
- | - | - | - | 10,594 | 10,594 | |||||||||||||||||||||||||||||
|
Settlement fee(6)
|
- | - | - | - | 3,000 | 3,000 | |||||||||||||||||||||||||||||
|
Settlement of induced conversion expense in common stock(7)
|
- | - | - | - | 1,365 | 1,365 | |||||||||||||||||||||||||||||
|
Gain on sale of intangible asset(8)
|
- | - | - | (52,604) | - | (52,604) | |||||||||||||||||||||||||||||
|
Impairment charges(9)
|
- | - | - | - | 6,089 | 6,089 | |||||||||||||||||||||||||||||
|
Unrealized 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, see "Item 3 - Legal Proceedings - 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 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.
(6)The Company recognized expense of $3.0 million related to a settlement fee paid to its Prior Loan Agreement lender. See Note 11 "Debt Obligations" of the consolidated financial statements included in Item 8.
(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.
The following is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings (in thousands):
|
Year Ended
December 31,
|
|||||||||||
| 2025 | 2024 | ||||||||||
|
Net income (loss) allocated to common shareholders
|
$ | (70,029) | $ | 102,123 | |||||||
|
Share-based compensation(1)
|
57,566 | 43,631 | |||||||||
|
Investment (gain) loss(2)
|
(10,374) | 1,085 | |||||||||
|
Litigation costs(3)
|
4,428 | 8,861 | |||||||||
|
Impairment charge(4)
|
2,717 | 6,089 | |||||||||
|
Acquisition-related costs(5)
|
2,901 | - | |||||||||
|
Change in fair value of puttable warrants issued with debt(6)
|
1,172 | 4,662 | |||||||||
|
Change in fair value of puttable common stock(7)
|
2,229 | 10,594 | |||||||||
|
(Gain) loss on sale of intangible asset(8)
|
2,054 | (52,604) | |||||||||
|
Unrealized (gain) loss on derivative assets(9)
|
54,915 | (83,840) | |||||||||
|
Settlement fee(10)
|
- | 3,000 | |||||||||
|
Settlement of induced conversion expense in common stock(11)
|
- | 1,365 | |||||||||
|
Loss on extinguishment of debt(12)
|
107,656 | - | |||||||||
|
Warrant modifications(13)
|
1,516 | - | |||||||||
|
One-time IPO payments(14)
|
8,048 | - | |||||||||
| Tax effect of adjustments | - | (59) | |||||||||
| Adjusted earnings | $ | 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 as well as the expense associated with the ERP.
(2)Represents unrealized gain or loss from the TISE investment or acquisition, net of unrealized gain or loss on marketable equity securities.
(3)Litigation costs are associated with ongoing litigation related to the Nasdaq matter, see "Item 3 - Legal Proceedings - 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)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 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)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 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.
(10)The Company recognized expense of $3.0 million related to a settlement fee paid to its Prior Loan Agreement lender. See Note 11 "Debt Obligations" of the consolidated financial statements included in Item 8.
(11)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.
(12)Represents the write-off of the unamortized debt discount and issuance costs and the payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
(13)Represents expense recognized upon the extension of the expiration date of certain warrants.
(14)One-time IPO bonuses paid to certain employees and termination payments to former directors.
Key Business Metrics
The following summarizes changes in certain operational and financial metrics for the year ended December 31, 2025 compared to the year ended December 31, 2024.
|
Year Ended
December 31,
|
Increase/ (Decrease) |
Percent
Change
|
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Options: | |||||||||||||||||||||||
|
Number of trading days
|
250 | 252 | (2) | (0.8) | % | ||||||||||||||||||
| Total contracts: | |||||||||||||||||||||||
|
Market contracts - Equity and ETF (in thousands)
|
13,949,424 | 11,178,827 | 2,770,597 | 24.8 | % | ||||||||||||||||||
|
MIH contracts - Equity and ETF (in thousands)
|
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)
|
55,798 | 44,360 | 11,438 | 25.8 | % | ||||||||||||||||||
|
MIH ADV - Equity and ETF (in thousands)(1)
|
9,538 | 6,707 | 2,831 | 42.2 | % | ||||||||||||||||||
|
MIH market share
|
17.1 | % | 15.1 | % | 2.0 pts | 13.2 | % | ||||||||||||||||
|
Total Options revenue per contract ("RPC")(2)
|
$0.108 | $0.091 | $0.017 | 18.7 | % | ||||||||||||||||||
| U.S. Equities: | |||||||||||||||||||||||
|
Number of trading days
|
250 | 252 | (2) | (0.8) | % | ||||||||||||||||||
| Total shares: | |||||||||||||||||||||||
|
Market shares (in millions)
|
4,387,616 | 3,064,080 | 1,323,536 | 43.2 | % | ||||||||||||||||||
| MIH shares (in millions) | 45,798 | 49,865 | (4,067) | (8.2) | % | ||||||||||||||||||
|
ADV(1):
|
|||||||||||||||||||||||
|
Market ADV (in millions)(1)
|
17,550 | 12,159 | 5,391 | 44.3 | % | ||||||||||||||||||
|
MIH ADV (in millions)(1)
|
183 | 198 | (15) | (7.6) | % | ||||||||||||||||||
| MIH market share | 1.0 | % | 1.6 | % | (0.6) pts | (37.5) | % | ||||||||||||||||
|
Equities capture (per 100 shares)(defined below)(3)
|
$(0.012) | $(0.040) | $0.028 | * | |||||||||||||||||||
|
Futures:
|
|||||||||||||||||||||||
| Number of trading days | 251 | 252 | (1) | (0.4) | % | ||||||||||||||||||
| Agricultural products total contracts | 3,260,353 | 3,188,735 | 71,618 | 2.2 | % | ||||||||||||||||||
|
Agricultural products ADV(1)
|
12,989 | 12,654 | 335 | 2.6 | % | ||||||||||||||||||
|
Agricultural products RPC(2)
|
$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.
We closely monitor changes in ADV, market share and revenue per contract or equities capture as they directly impact our transaction related revenues. Transaction related revenues are a function of industry ADV, MIH market share, revenue per contract or equities capture, and number of trading days. We use changes in market ADV to identify broader industry trends, which can impact our revenues and profitability. We use changes in market share in areas such as evaluating our market position relative to our competitors and evaluating potential trading system functionality changes. Similarly, we use revenue per contract or equities capture changes in areas such as analysis of product or customer mix and to identify potential fee changes.
We believe the growth in Options Market ADV for the year ended December 31, 2025 compared to the prior period of 25.8% is due to the continuation of several trends including heightened market volatility, growing retail participation, technological advances, increased sophistication of trading strategies, and the proliferation and adoption of new asset classes and financial products.
We believe the increase in U.S. Equities Market ADV for the year ended December 31, 2025 compared to the prior period of 44.3% is due to similar trends as seen in the Options Market.
Our Options market share for the year ended December 31, 2025 compared to the prior period increased to 17.1% from 15.1%. Our Options revenue per contract increased 18.7% for the year ended December 31, 2025 compared to the prior period primarily due to changes in product mix.
Our U.S. Equities market share for the year ended December 31, 2025 compared to the prior period decreased to 1.0% from 1.6%. Our Equities capture improved for the year ended December 31, 2025 compared to the prior period due to pricing changes, although the capture was still negative as liquidity payments exceeded transaction revenues.
Futures agricultural products ADV for the year ended December 31, 2025 compared to the prior period increased 2.6% due to higher volatility partially offset by participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract decreased 11.1% primarily due to the introduction of a program in May 2025 to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the new MIAX Futures Onyx trading platform.
Revenues
Total revenues for the year ended December 31, 2025 increased $224.0 million, or 19.6%, compared to the prior period primarily due to:
•$230.8 million increase in Options transaction and clearing fees primarily as a result of a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, partially offset by a 7.5% decrease in transaction and clearing fees revenue per contract.
•$15.2 million increase in Options access fees primarily due to the launch of MIAX Sapphire in August 2024.
•$11.3 million increase due to the TISE Acquisition in June 2025.
•$8.1 million increase in Options market data fees primarily due new product offerings as well as the launch of MIAX Sapphire in August 2024.
•$7.1 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading.
•$34.4 million decrease in Equities transaction and clearing fees primarily as a result of a 37.5% decrease in MIAX Pearl Equities market share, as well as a 14.1% decrease in gross capture, partially offset by a 43.2% increase in U.S. Equities industry market shares.
The following summarizes changes in revenues for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended
December 31,
|
Increase/ (Decrease) |
Percent
Change
|
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Transaction and clearing fees | $ | 1,189,429 | $ | 1,000,114 | $ | 189,315 | 18.9 | % | |||||||||||||||
| Access fees | 106,048 | 89,567 | 16,481 | 18.4 | % | ||||||||||||||||||
| Market data fees | 41,598 | 33,646 | 7,952 | 23.6 | % | ||||||||||||||||||
| Other revenue | 26,998 | 16,745 | 10,253 | 61.2 | % | ||||||||||||||||||
| Total revenues | $ | 1,364,073 | $ | 1,140,072 | $ | 224,001 | 19.6 | % | |||||||||||||||
Transaction and Clearing Fees
The following table presents transaction and clearing fees by operating segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended
December 31,
|
Increase/ (Decrease) |
Percent
Change
|
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Options | $ | 988,130 | $ | 757,286 | $ | 230,844 | 30.5 | % | |||||||||||||||
| Equities | 129,062 | 163,507 | (34,445) | (21.1) | % | ||||||||||||||||||
| Futures | 71,983 | 79,102 | (7,119) | (9.0) | % | ||||||||||||||||||
|
International
|
254 | 219 | 35 | 16.0 | % | ||||||||||||||||||
| Total transaction and clearing fees | $ | 1,189,429 | $ | 1,000,114 | $ | 189,315 | 18.9 | % | |||||||||||||||
Transaction and clearing fees increased $189.3 million, or 18.9%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$230.8 million increase in Options transaction and clearing fees primarily as a result of a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, partially offset by a 7.5% decrease in transaction and clearing fees revenue per contract.
•$7.1 million decrease in Futures transaction and clearing fees primarily due to lower clearing revenue from Dorman Trading.
•$34.4 million decrease in Equities transaction and clearing fees primarily as a result of a 37.5% decrease in MIAX Pearl Equities market share, as well as a 14.1% decrease in gross capture, partially offset by a 43.2% increase in U.S. Equities industry volume.
Access Fees
Access fees increased $16.5 million, or 18.4%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to the launch of MIAX Sapphire in August 2024.
Market Data Fees
Market data fees increased $8.0 million, or 23.6%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$7.4 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$2.6 million increase in OPRA revenue due to higher market share.
•$2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Other Revenue
Other revenue increased $10.3 million or 61.2% for the year ended December 31, 2025 compared to the same period in 2024, primarily due to the TISE Acquisition in June 2025.
Cost of Revenues
Cost of revenues increased $69.1 million, or 8.0%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$139.1 million increase in Options liquidity payments primarily driven by a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, partially offset by an 11.7% decrease in liquidity payments cost of revenue per contract.
•$4.7 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange due to the introduction of a program in May 2025 to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the new MIAX Futures Onyx trading platform.
•$2.0 million decrease in the ERP cost of revenue due to the program ending as of June 30, 2024.
•$26.9 million decrease in Section 31 fees primarily due to a decrease in the average Section 31 fee rate, partially offset by higher Options volume.
•$12.7 million decrease in Futures brokerage, clearing and exchange fees primarily due to an $11.1 million decrease in clearing fees for Dorman Trading, and a decrease of $1.6 million in the MIAX Futures Exchange due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
•$33.1 million decrease in Equities liquidity payments primarily driven by a 37.5% decrease in MIAX Pearl Equities market share, and a 14.6% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 43.2% increase in U.S. Equities industry volume.
The following summarizes changes in cost of revenues for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended
December 31,
|
Increase/
(Decrease)
|
Percent Change |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
|
Liquidity payments
|
$ | 837,896 | $ | 727,177 | $ | 110,719 | 15.2 | % | |||||||||||||||
|
Brokerage, clearing and exchange fees
|
55,264 | 68,462 | (13,198) | (19.3) | % | ||||||||||||||||||
|
Section 31 fees
|
35,225 | 62,140 | (26,915) | (43.3) | % | ||||||||||||||||||
|
Equity rights program
|
- | 1,975 | (1,975) | (100.0) | % | ||||||||||||||||||
|
Other cost of revenues
|
5,158 | 4,674 | 484 | 10.4 | % | ||||||||||||||||||
|
Total cost of revenues
|
$ | 933,543 | $ | 864,428 | $ | 69,115 | 8.0 | % | |||||||||||||||
__________________
*Not meaningful
Liquidity Payments
The following table presents liquidity payments by operating segment for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended December 31,
|
Increase/
(Decrease)
|
Percent Change |
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Options | $ | 705,045 | $ | 565,982 | $ | 139,063 | 24.6 | % | |||||||||||||||
| Equities | 120,623 | 153,711 | (33,088) | (21.5) | % | ||||||||||||||||||
| Futures | 12,228 | 7,484 | 4,744 | 63.4 | % | ||||||||||||||||||
| Total liquidity payments | $ | 837,896 | $ | 727,177 | $ | 110,719 | 15.2 | % | |||||||||||||||
Liquidity payments increased $110.7 million, or 15.2%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$139.1 million increase in Options liquidity payments primarily driven by a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, partially offset by an 11.7% decrease in liquidity payments cost of revenue per contract.
•$4.7 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange due to the introduction of a program in May 2025 to incentivize Hard Red Spring Wheat liquidity providers during and following the migration to the new MIAX Futures Onyx trading platform.
•$33.1 million decrease in Equities liquidity payments primarily driven by a 37.5% decrease in MIAX Pearl Equities market share, and a 14.6% decrease in MIAX Pearl Equities liquidity capture, partially offset by a 43.2% increase in U.S. Equities industry volume.
Brokerage, Clearing and Exchange Fees
Brokerage, clearing and exchange fees decreased $13.2 million, or 19.3%, for the year ended December 31, 2025 compared to the same period in 2024 primarily due to an $11.1 million decrease in clearing fees for Dorman Trading, and a decrease of $1.6 million in the MIAX Futures Exchange due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
Section 31 Fees
Section 31 fees decreased $26.9 million, or 43.3%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to a decrease in the average Section 31 fee rate, partially offset by higher Options volume.
Equity Rights Program
ERP expense decreased $2.0 million, or 100.0%, for the year ended December 31, 2025 compared to the same period in 2024 as the program ended as of June 30, 2024.
Other Cost of Revenues
For the year ended December 31, 2025 compared to the same period in 2024, other cost of revenues was relatively unchanged.
Revenues Less Cost of Revenues
Revenues less cost of revenues increased $154.9 million, or 56.2%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$103.4 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to due to a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, and an 18.7% increase in revenue per contract.
•$16.5 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024.
•$14.4 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume.
•$11.3 million increase in other revenue primarily due to the TISE acquisition in June 2025.
•$8.0 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings, as well as higher OPRA revenue primarily due to the launch of MIAX Sapphire in August 2024.
•$2.0 million decrease in the ERP expense as the program ended as of June 30, 2024.
The following summarizes the components of revenues less cost of revenues for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended
December 31,
|
Increase/ (Decrease) |
Percent
Change
|
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
|
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange, and Section 31 fees
|
$ | 261,044 | $ | 142,335 | $ | 118,709 | 83.4 | % | |||||||||||||||
|
Access fees
|
106,048 | 89,567 | 16,481 | 18.4 | % | ||||||||||||||||||
|
Market data fees
|
41,598 | 33,646 | 7,952 | 23.6 | % | ||||||||||||||||||
|
Other revenue
|
26,998 | 16,745 | 10,253 | 61.2 | % | ||||||||||||||||||
|
Equity rights program
|
- | (1,975) | 1,975 | * | |||||||||||||||||||
|
Other cost of revenues
|
(5,158) | (4,674) | (484) | * | |||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 430,530 | $ | 275,644 | $ | 154,886 | 56.2 | % | |||||||||||||||
__________________
*Not meaningful
Transaction and Clearing Fees Less Liquidity Payments, Brokerage, Clearing, Exchange and Section 31 Fees
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees ("Net Transaction Fees") increased $118.7 million, or 83.4%, for the year ended December 31, 2025, compared to the same period in 2024, primarily due to:
•$103.4 million increase in Options net transaction fees due to a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, and an 18.7% increase in revenue per contract.
•$14.4 million increase in Equities net transaction fees primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume.
Access Fees
Access fees increased $16.5 million, or 18.4%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to the launch of MIAX Sapphire in August 2024.
Market Data Fees
Market data fees increased $8.0 million, or 23.6%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$7.4 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$2.6 million increase in OPRA revenue due to higher market share.
•$2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Other Revenue
Other revenue increased $10.3 million or 61.2% for the year ended December 31, 2025 compared to the same period in 2024, primarily due to the TISE Acquisition in June 2025.
Equity Rights Program
ERP expense decreased $2.0 million for the year ended December 31, 2025 compared to the same period in 2024 as the program ended June 30, 2024.
Other Cost of Revenues
For the year ended December 31, 2025 compared to the same period in 2024, other cost of revenues was relatively unchanged.
Operating Expenses
Total operating expenses for the year ended December 31, 2025 compared to the same period in 2024 increased $60.1 million, or 21.6%, primarily due to increased share-based compensation and bonuses related to the IPO, increased headcount, higher information technology expenses, and TISE acquisition costs. These were partially offset by lower legal and litigation costs.
The following summarizes the components of operating expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 (in thousands, except percentages):
|
Year Ended
December 31,
|
Increase/ (Decrease) |
Percent
Change
|
|||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||
| Compensation and benefits | $ | 188,313 | $ | 145,225 | $ | 43,088 | 29.7 | % | |||||||||||||||
| Information technology and communication costs | 35,367 | 29,167 | 6,200 | 21.3 | % | ||||||||||||||||||
| Depreciation and amortization | 29,379 | 23,372 | 6,007 | 25.7 | % | ||||||||||||||||||
| Occupancy costs | 11,984 | 9,405 | 2,579 | 27.4 | % | ||||||||||||||||||
| Professional fees and outside services | 42,792 | 47,656 | (4,864) | (10.2) | % | ||||||||||||||||||
| Marketing and business development | 2,756 | 3,063 | (307) | (10.0) | % | ||||||||||||||||||
| Acquisition-related costs | 2,901 | - | 2,901 | - | % | ||||||||||||||||||
| General, administrative, and other | 25,070 | 20,581 | 4,489 | 21.8 | % | ||||||||||||||||||
| Total operating expenses | $ | 338,562 | $ | 278,469 | $ | 60,093 | 21.6 | % | |||||||||||||||
The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands):
|
Year Ended December 31, 2025
|
|||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 141,286 | $ | 30,764 | $ | 77,310 | $ | 15,646 | $ | 73,556 | $ | 338,562 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(24,815) | (4,460) | (15,131) | (1,396) | (7,475) | (53,277) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (2,767) | (2,767) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
- | - | (157) | (77) | (1,288) | (1,522) | |||||||||||||||||||||||||||||
| Total share-based compensation | (24,815) | (4,460) | (15,288) | (1,473) | (11,530) | (57,566) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (3,321) | - | - | - | (1,107) | (4,428) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (14,620) | (5,639) | (5,169) | (1,500) | (2,451) | (29,379) | |||||||||||||||||||||||||||||
|
One-time IPO payments - Compensation and benefits
|
- | - | - | - | (6,848) | (6,848) | |||||||||||||||||||||||||||||
|
One-time IPO payments - General, administrative, and other
|
- | - | - | - | (1,200) | (1,200) | |||||||||||||||||||||||||||||
|
Total one-time IPO payments
|
- | - | - | - | (8,048) | (8,048) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | - | - | - | - | (2,717) | (2,717) | |||||||||||||||||||||||||||||
| Acquisition-related costs | - | - | - | - | (2,901) | (2,901) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 98,530 | $ | 20,665 | $ | 56,853 | $ | 12,673 | $ | 44,802 | $ | 233,523 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $4.2 million in stock options, and $20.6 million in restricted stock awards. The Equities segment includes $0.8 million in stock options, and $3.7 million in restricted stock awards. The Futures segment includes $6.0 million in stock options, and $9.2 million in restricted stock awards. The International segment includes $0.4 million in stock options, and $1.0 million in restricted stock awards. The Corporate / Other segment includes $1.3 million in stock options, and $6.2 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.7 million in stock options, $0.8 million in restricted stock awards, and $1.2 million in warrants.
(3)The Futures segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards. The International segment includes less than $0.1 million in both stock options and restricted stock awards. The Corporate / Other segment includes $0.9 million in stock options, and $0.4 million in restricted stock awards.
|
Year Ended December 31, 2024
|
|||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 114,000 | $ | 29,510 | $ | 68,453 | $ | 14,105 | $ | 52,401 | $ | 278,469 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(15,710) | (4,002) | (10,352) | (2,126) | (4,810) | (37,000) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (2,927) | (2,927) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
(113) | - | (990) | (465) | (161) | (1,729) | |||||||||||||||||||||||||||||
|
Total share-based compensation(4)
|
(15,823) | (4,002) | (11,342) | (2,591) | (7,898) | (41,656) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (6,646) | - | - | - | (2,215) | (8,861) | |||||||||||||||||||||||||||||
| Settlement fee - General, administrative, and other | - | - | - | - | (3,000) | (3,000) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (11,216) | (5,919) | (3,446) | (584) | (2,207) | (23,372) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | - | - | - | - | (1,981) | (1,981) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 80,315 | $ | 19,589 | $ | 53,665 | $ | 10,930 | $ | 35,100 | $ | 199,599 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $3.2 million in stock options, and $12.5 million in restricted stock awards. The Equities segment includes $0.8 million in stock options, and $3.2 million in restricted stock awards. The Futures segment includes $4.5 million in stock options, and $5.9 million in restricted stock awards. The International segment includes $0.6 million in stock options, and $1.5 million in restricted stock awards. The Corporate / Other segment includes $1.0 million in stock options, and $3.8 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.5 million in stock options, $0.4 million in restricted stock awards, and $2.0 million in warrants.
(3)The Options segment includes $0.1 million in stock options, and less than $0.1 million in restricted stock awards. The Futures segment includes $0.6 million in stock options, and $0.4 million in restricted stock awards. The International segment includes $0.3 million in stock options, and $0.2 million in and restricted stock awards. The Corporate / Other segment includes $0.1 million in stock options, and $0.1 million in restricted stock awards.
(4)Excludes the cost of the ERP which is included in cost of revenues.
Compensation and Benefits
Compensation and benefits increased $43.1 million, or 29.7%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$16.7 million increase in share-based compensation primarily due to acceleration of vesting upon the IPO.
•$14.7 million increase in salaries and benefits primarily driven by higher headcount.
•$6.8 million increase due to one-time IPO bonuses paid to certain employees.
•$6.1 million increase in cash bonuses primarily driven by increased headcount and higher profitability.
•$1.2 million decrease due to higher internally developed software.
Information Technology and Communication Costs
Information technology and communication costs increased $6.2 million, or 21.3%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$5.2 million increase in software and hardware maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the new MIAX Futures and BSX trading platforms.
•$0.8 million increase for data center costs primarily due to additional space needed for expansion, and other general IT expense.
•$0.3 million increase in market data expense.
Depreciation and Amortization
Depreciation and amortization increased $6.0 million, or 25.7% for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$6.0 million increase resulting from capital spending including the launch of the MIAX Sapphire trading floor, and the new MIAX Futures and BSX trading platforms, as well as increased trading system and business system capacity growth and new functionality.
•$0.5 million increase due to the acquisition of TISE.
•$0.4 million decrease from certain assets being fully depreciated.
Occupancy Costs
Occupancy costs increased $2.6 million, or 27.4%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to a lease renewal, and additional space for the MIAX Sapphire floor.
Professional Fees and Outside Services
Professional fees and outside services costs decreased $4.9 million, or 10.2%, for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$4.4 million decrease in litigation expenses.
•$2.2 million decrease in regulatory expenses primarily driven by lower CAT costs.
•$0.5 million decrease in employee placement fees.
•$0.7 million increase in consulting.
•$1.6 million increase in audit fees.
Marketing and Business Development
Marketing and business development costs were relatively unchanged for the year ended December 31, 2025 compared to the same period in 2024.
Acquisition-Related Costs
Acquisition-related costs of $2.9 million for the year ended December 31, 2025 relate to the TISE Acquisition. Acquisition-related costs include fees for professional services, and other external costs directly related to the acquisition. There were no acquisition-related costs in 2024.
General, Administrative, and Other
General, administrative, and other expenses increased $4.5 million, or 21.8% for the year ended December 31, 2025 compared to the same period in 2024, primarily due to:
•$2.3 million increased travel and entertainment.
•$1.7 million increase in director-related fees primarily due to one-time IPO related termination payments to former directors.
•$0.8 million increase in bank related fees.
•$0.7 million increase due to owned land and building impairments.
•$0.5 million for reimbursement to certain MIAX Sapphire exchange members resulting from claims for losses due to a system disruption caused by an operational error.
•$3.0 million decrease due to a 2024 settlement fee paid to the Prior Loan Agreement lender.
Operating Income (Loss)
As a result of the items above, there was operating income of $92.0 million for the year ended December 31, 2025, compared to an operating loss of $2.8 million for the same period in 2024.
Change in Fair Value of Puttable Common Stock
The change in fair value of puttable common stock of $(2.2) million for the year ended December 31, 2025, and $(10.6) million for the year ended December 31, 2024 represents the increase in fair value of outstanding common stock awarded to the participants of ERPs I and II. Prior to the IPO, these awards had an associated put right that could require the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The fair market value of these awards was reflected in puttable common stock, net of current portion on the Company's consolidated balance sheets.
The right to put shares terminated upon completion of the Company's IPO in August 2025.
Change in Fair Value of Puttable Warrants Issued with Debt
The change in fair value of puttable warrants issued with debt of $(1.2) million for the year ended December 31, 2025, and $(4.7) million for the year ended December 31, 2024 represents the increase in fair value of the warrants issued in connection with the 2029 Senior Secured Term Loan. Prior to the IPO, the warrants included a put right for unexercised warrant under certain conditions. The initial fair value of the puttable warrants was accounted for as a debt discount and the fair value of the outstanding liability was reflected in puttable warrants issued with debt on the Company's consolidated balance sheets.
The right to put warrants terminated upon completion of the Company's IPO in August 2025.
Interest Expense and Amortization of Debt Issuance Costs
Interest expense and amortization of debt issuance costs was $12.9 million for the year ended December 31, 2025, a decrease of $1.1 million, or 7.6%, compared to the same period in 2024, primarily due to a reduction in the weighted-average principal balance outstanding in 2025. On August 18, 2025, the Company used portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million.
Interest Income
Interest income was $9.4 million for the year ended December 31, 2025, an increase of $6.1 million or 185.1% compared to the same period in 2024, primarily due to a higher average cash balance from proceeds from the IPO and increased cash from operations.
Unrealized Gain (Loss) on Derivative Assets
For the year ended December 31, 2024, the unrealized gain of $83.8 million represents the unrealized gain on 375 million Pyth tokens that remain locked by the Pyth Network. These tokens were recorded at fair market value during the second quarter of 2024 when an active market emerged for the tokens. For the year ended December 31, 2025, the unrealized loss of $54.9 million 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.
Gain (Loss) on Sale of Intangible Asset
The 2024 gain of $52.6 million represents the realized gain on the first tranche of the 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. The 2025 loss of $2.1 million 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. The loss represents the difference in the fair value of the intangible asset (upon unlocking of the underlying Pyth tokens) and the sale proceeds. BSX sold these tokens for $16.2 million, net of expenses incurred.
Loss on Debt Extinguishment
On August 18, 2025, the Company used a portion of the proceeds from the IPO to repay the entire outstanding balance of the 2029 Senior Secured Term Loan including the Incremental Term Loan in an aggregate principal amount of $140.0 million. The Company paid $178.4 million, including the outstanding interest payable of $2.5 million and a prepayment premium of $36.0 million. For the year ended December 31, 2025, the Company recorded a loss on debt extinguishment of $107.7 million, which included the unamortized debt discount and issuance cost balance of $71.6 million, the prepayment premium of $36.0 million and legal expenses of $0.1 million.
Impairment of Investments
During the year ended December 31, 2024, the Company recorded a total impairment charge of $4.1 million on its investments in private companies. The Company determined that an other-than-temporary impairment existed for these investees primarily due to significant deterioration in their financial condition.
Other, Net
For the year ended December 31, 2025, other income, net of $11.0 million primarily represents an $8.6 million gain on the remeasurement of the pre-existing equity interest in TISE, unrealized gain on marketable equity securities of $1.8 million, dividend income of $1.0 million, and foreign currency gain of $0.9 million, partially offset by a warrant modification expense of $1.5 million. For the year ended December 31, 2024, other income, net of $1.5 million represents dividend income of $3.6 million, $0.4 million of MIAXdx fees charged for the digital assets deposits, and unrealized gain on marketable equity securities of $1.0 million net of an observable price change of an investment of $2.0 million, and inducement expenses for debt conversions of $1.5 million
Income (Loss) Before Income Tax Provision
As a result of the above, loss before income tax provision was $68.6 million for the year ended December 31, 2025 compared to an income before income tax provision of $105.1 million for the same period in 2024.
Income Tax Provision
For the year ended December 31, 2025, there was an income tax expense of $1.5 million. For the year ended December 31, 2024, there was an income tax expense of $3.1 million. The decrease of $1.6 million was primarily due to the non-recurrence of a deferred tax expense in the year ended December 31, 2024, partially offset by the current tax expense on TISE's post-acquisition income. Based on the Company's assessment at December 31, 2025 and 2024, which was based on historical operating results, the Company recorded a valuation allowance against deferred tax assets of $109.2 million and $93.6 million, respectively. If the improvements in the U.S. operating results continue, 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 valuation allowance would no longer be required.
Net Income (Loss)
As a result of the items above, there was a net loss for the year ended December 31, 2025 of $70.0 million compared to a net income of $102.0 million for the same period in 2024.
Segment Operating Results
We report results from our four segments: Options, Equities, Futures, and International. Segment performance is primarily based on adjusted revenues less cost of revenues, operating income and adjusted EBITDA. We have aggregated all corporate costs, as well as other business ventures, within the Corporate and Other as those activities should not be used to evaluate a segment's operating performance. All operating expenses that relate to activities of a specific segment have been allocated to that segment.
The following summarizes our total revenues by segment (in thousands, except percentages):
| Percentage of Total Revenues | |||||||||||||||||||||||||||||
|
Year Ended
December 31,
|
Percent Change |
Year Ended December 31, |
|||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Options | $ | 1,107,019 | $ | 851,754 | 30.0 | % | 81.2 | % | 74.7 | % | |||||||||||||||||||
| Equities | 153,346 | 187,769 | (18.3) | % | 11.2 | % | 16.5 | % | |||||||||||||||||||||
| Futures | 87,869 | 96,075 | (8.5) | % | 6.4 | % | 8.4 | % | |||||||||||||||||||||
| International | 14,689 | 3,311 | 343.6 | % | 1.1 | % | 0.3 | % | |||||||||||||||||||||
| Corporate/Other | 1,150 | 1,163 | (1.1) | % | 0.1 | % | 0.1 | % | |||||||||||||||||||||
| Total revenues | $ | 1,364,073 | $ | 1,140,072 | 19.6 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
The following summarizes our total adjusted revenues less cost of revenues by segment (in thousands, except percentages):
|
Percentage of Total Adjusted Revenues Less Cost of Revenues |
||||||||||||||||||||||||||||||||
|
Year Ended
December 31,
|
Percent Change |
Year Ended December 31, |
||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Options | $ | 375,391 | $ | 247,567 | 51.6 | % | 87.2 | % | 89.2 | % | ||||||||||||||||||||||
| Equities | 18,750 | 4,337 | 332.3 | % | 4.4 | % | 1.6 | % | ||||||||||||||||||||||||
| Futures | 20,470 | 21,241 | (3.6) | % | 4.8 | % | 7.7 | % | ||||||||||||||||||||||||
| International | 14,689 | 3,311 | 343.6 | % | 3.4 | % | 1.2 | % | ||||||||||||||||||||||||
| Corporate/Other | 1,230 | 1,163 | 5.8 | % | 0.3 | % | 0.4 | % | ||||||||||||||||||||||||
|
Total adjusted revenues less cost of revenues(1)
|
$ | 430,530 | $ | 277,619 | 55.1 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||
(1)See "Overview" above for a reconciliation of revenues less costs of revenues to adjusted revenues less costs of revenues.
Options
The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Options segment (in thousands, except percentages):
|
Year Ended,
December 31,
|
Percent
Change
|
Percentage of Total Revenues | |||||||||||||||||||||||||||
|
Year Ended, December 31, |
|||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Revenues less cost of revenues | $375,391 | $247,567 | 51.6 | % | 33.9 | % | 29.1 | % | |||||||||||||||||||||
| Operating expenses | 141,286 | 114,000 | 23.9 | % | 12.8 | % | 13.4 | % | |||||||||||||||||||||
| Operating income | $234,105 | $133,567 | 75.3 | % | 21.1 | % | 15.7 | % | |||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$276,859 | $167,252 | 65.5 | % | 25.0 | % | 19.6 | % | |||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
73.8 | % | 67.6 | % | |||||||||||||||||||||||||
__________________
(1)See "Overview" above for a reconciliation of net income to adjusted EBITDA and management's reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.
Revenues less cost of revenues increased $127.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to:
•$103.4 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees due to a 24.8% increase in Options market contracts, a 41.1% increase in MIH Options contracts, and an 18.7% increase in revenue per contract.
•$15.2 million increase in access fees primarily due to the launch of MIAX Sapphire in August 2024.
•$5.5 million increase in proprietary market data primarily due to the launch of MIAX Sapphire in August 2024, as well as fee increases and new product offerings.
•$2.6 million increase in OPRA market data fees primarily due to the launch of MIAX Sapphire in August 2024.
•$1.1 million increase in regulatory fines income.
For the year ended December 31, 2025, operating expenses increased $27.3 million compared to the year ended December 31, 2024 primarily due to:
•$21.5 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO, additional headcount, and higher bonus.
•$3.5 million increase in information technology and communication costs.
•$3.4 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire.
•$1.7 million increase in occupancy costs primarily due to the launch of MIAX Sapphire.
•$1.3 million increased travel and entertainment.
•$0.5 million for reimbursement to certain MIAX Sapphire exchange members resulting from claims for losses due to a system disruption caused by an operational error.
•$1.0 million decrease in regulatory fees primarily due to lower CAT costs.
•$3.7 million decrease in litigation and other legal expenses.
As a result of the items above, operating income increased $100.5 million, or 75.3%, for the year ended December 31, 2025 compared to the same period in 2024. After adjusting for share-based compensation and litigation costs, adjusted EBITDA increased $109.6 million, or 65.5%, for the year ended December 31, 2025 compared to the same period in the prior year.
Equities
The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Equities segment (in thousands, except percentages):
| Percentage of Total Revenues | |||||||||||||||||||||||||||||
|
Year Ended,
December 31,
|
Percent Change |
Year Ended, December 31, |
|||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 18,750 | $ | 2,362 | 693.8 | % | 12.2 | % | 1.3 | % | |||||||||||||||||||
|
Operating expenses
|
30,764 | 29,510 | 4.2 | % | 20.1 | % | 15.7 | % | |||||||||||||||||||||
|
Operating loss
|
$ | (12,014) | $ | (27,148) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | (1,915) | $ | (15,252) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
* | * | |||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" above for a reconciliation of net income to adjusted EBITDA and management's reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by Adjusted revenues less cost of revenues.
Revenues less cost of revenues increased $16.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to:
•$14.4 million increase in Equities transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees, primarily due to improved but still negative pricing as liquidity payments exceeded transaction revenues, and lower market share on negative pricing, partially offset by higher industry volume.
•$2.0 million decrease in the ERP cost of revenue due to the program ending as of June 30, 2024.
•$1.0 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$1.0 million increase in access fees.
•$2.1 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
For the year ended December 31, 2025, operating expenses increased $1.3 million compared to the year ended December 31, 2024 primarily due to:
•$1.4 million increase in information technology and communication costs primarily due to higher software maintenance.
•$0.6 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO, partially offset by lower allocated headcount.
•$0.5 million decrease in regulatory fees primarily due to lower CAT costs.
As a result of the items above, there was an operating loss of $12.0 million for the year ended December 31, 2025 as compared to an operating loss of $27.1 million in the same period in the prior year. After adjusting for share-based compensation, adjusted EBITDA was a loss of $1.9 million as compared to a $15.3 million loss for the same period in the prior year.
Futures
The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our Futures segment (in thousands, except percentages):
|
Year Ended,
December 31,
|
Percent
Change
|
Percentage of Total Revenues | |||||||||||||||||||||||||||
|
Year Ended, December 31, |
|||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Revenues less cost of revenues | $ | 20,470 | $ | 21,241 | (3.6) | % | 23.3 | % | 22.1 | % | |||||||||||||||||||
| Operating expenses | 77,310 | 68,453 | 12.9 | % | 88.0 | % | 71.2 | % | |||||||||||||||||||||
| Operating loss | $ | (56,840) | $ | (47,212) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | (35,724) | $ | (31,498) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
* | * | |||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" above for a reconciliation of net income to adjusted EBITDA and management's reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by adjusted revenues less cost of revenues.
Revenues less cost of revenues decreased $0.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due to:
•$1.2 million lower listings fees.
•$0.5 million lower interest income.
•$0.2 million lower access fees.
•$0.4 million in increased market data fees.
•$0.9 million higher net transaction fees primarily due to lower CME Globex cost of revenue, and increased agricultural volume, partially offset by lower RPC.
For the year ended December 31, 2025, operating expenses increased $8.9 million compared to the same period in the prior year, primarily due to:
•$8.0 million increase in compensation and benefits primarily driven by higher share-based compensation due to acceleration of vesting upon the IPO.
•$1.7 million increase in depreciation and amortization primarily due to the buildout of the new MIAX Futures clearing and trading platform (MIAX Futures Onyx).
•$0.6 million increase in marketing and business development expenses.
•$2.6 million decrease in professional fees and outside services primarily due to lower legal and regulatory expenses.
As a result of the items above, there was an operating loss of $56.8 million for the year ended December 31, 2025 as compared to an operating loss of $47.2 million in the same period in the prior year. After adjusting for share-based compensation and investment gain/loss, adjusted EBITDA was a loss of $35.7 million as compared to a $31.5 million loss for the same period in the prior year.
International
The following summarizes revenues less cost of revenues, operating expenses, operating income, adjusted EBITDA and adjusted EBITDA margin for our International segment (in thousands, except percentages):
| Percentage of Total Revenues | |||||||||||||||||||||||||||||
|
Year Ended,
December 31,
|
Percent Change |
Year Ended, December 31, |
|||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 14,689 | $ | 3,311 | 343.6 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||
|
Operating expenses
|
15,646 | 14,105 | 10.9 | % | 106.5 | % | 426.0 | % | |||||||||||||||||||||
|
Operating loss
|
$ | (957) | $ | (10,794) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | 1,954 | $ | (7,619) | * | * | * | ||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
13.3 | % | * | ||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" above for a reconciliation of net income to adjusted EBITDA and management's reasons for using such non-GAAP measures.
(2)Adjusted EBITDA margin represents adjusted EBITDA divided by Adjusted revenues less cost of revenues.
Revenues less cost of revenues increased $11.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to the TISE Acquisition in June 2025.
For the year ended December 31, 2025, operating expenses increased $1.5 million compared to the year ended December 31, 2024 primarily due to:
•$5.3 million increase in total operating expenses due to the TISE Acquisition in June 2025.
•$3.2 million decrease in compensation and benefits excluding the impact of the TISE Acquisition due to lower allocation of employees based on project work.
As a result of the items above, there was an operating loss of $1.0 million for the year ended December 31, 2025 as compared to an operating loss of $10.8 million in the same period in the prior year. After adjusting primarily for unrealized and realized gains and losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $2.0 million as compared to a $7.6 million loss for the same period in the prior year.
Liquidity and Capital Resources
Since our inception, we have financed operations primarily through issuances of common stock and warrants, borrowings under credit facilities and cash flow from operating activities.
On August 15, 2025, the Company completed its IPO, in which the Company issued 17,250,000 shares of common stock at a public offering price of $23.00 per share, which included 2,250,000 shares issued pursuant to the underwriters' option to purchase additional shares of the Company's common stock. The Company received $396.8 million in proceeds, before deducting underwriting discounts and commissions and offering expenses.
Based on our current level of operations, we believe our available cash, available borrowings and cash provided by operations will be adequate to meet our current liquidity needs for the next 12 months. In the near term, we expect that our cash from operations will meet our cash needs to fund our operations and capital expenditures. Our future capital requirements will depend on many factors, including but not limited to, our growth rate, headcount, sales and marketing activities, research and development efforts, capital expenditures, the introduction of new products and offerings, potential merger and acquisition activity, other strategic initiatives, volatility in the market or in certain securities and trading volume of our customers. We may be required to seek additional equity or debt financing in the future. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations and financial condition.
Cash Flows
The following table summarizes our cash flow activities for the years ended December 31, 2025 and 2024 (in thousands):
|
Year Ended
|
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|
December 31,
|
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| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities | $ | 167,833 | $ | 111,439 | |||||||
| Net cash used in investing activities | (101,326) | (40,585) | |||||||||
|
Net cash provided by financing activities
|
214,768 | 29,406 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (89) | - | |||||||||
| Increase in cash, cash equivalents, segregated cash, and restricted cash | $ | 281,186 | $ | 100,260 | |||||||
|
Year Ended
|
|||||||||||
|
December 31,
|
|||||||||||
| 2025 | 2024 | ||||||||||
| Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 433,648 | $ | 150,341 | |||||||
| Cash segregated under federal and other regulations | 27,618 | 30,809 | |||||||||
| Restricted cash | 6,005 | 6,270 | |||||||||
| Restricted cash (clearing house performance bonds and guarantee funds) | 70,078 | 87,744 | |||||||||
|
Restricted cash (participant margin deposits)
|
- | 1,234 | |||||||||
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Cash and cash equivalents and participant margin deposits included in assets held for sale
|
20,235 | - | |||||||||
| Total | $ | 557,584 | $ | 276,398 | |||||||
Cash Provided by Operating Activities
Cash provided by operating activities consisted of net income (loss) adjusted for certain non-cash items including depreciation and amortization and share-based compensation expense, as well as the effect of changes in operating assets and liabilities. Net operating assets and liabilities at any specific point in time are subject to many variables, including variability in user activity, the timing of cash receipts and payments and vendor payment terms.
For the year ended December 31, 2025, cash provided by operating activities was $167.8 million, primarily due to a net loss of $70.0 million, $268.0 million add-back of non-cash expenses, partially offset by $30.1 million of cash outflows from changes in operating assets and liabilities The primary drivers of the non-cash expenses during the period was a $107.7 million loss on extinguishment of debt, unrealized loss of $54.9 million on the right to receive Pyth tokens, depreciation and amortization expense of $29.4 million, and share-based compensation expense of $57.6 million.
For the year ended December 31, 2024, cash provided by operating activities was $111.4 million, primarily due to net income of $102.0 million and an add-back of non-cash expense of $17.8 million, partially offset by an increase in net operating assets of $8.3 million. The primary driver of the non-cash expense add-back includes share-based compensation of $43.6 million, depreciation and amortization of $23.4 million, change in fair value of puttable warrants and puttable common stock of $15.3 million, and other non-cash expenses of $19.4 million, partially offset by the unrealized gain on the right to receive Pyth tokens of $83.8 million.
Cash Used in Investing Activities
For the year ended December 31, 2025, cash used in investing activities was $101.3 million, consisting of $56.5 million in cash paid, net of cash acquired for TISE, $22.8 million in purchases of property, equipment and leasehold improvements, $12.1 million in capitalization of internally developed software, and $10.0 million for purchases of investments.
For the year ended December 31, 2024, cash used in investing activities was $40.6 million, consisting of $26.7 million in purchases of property, equipment and leasehold improvements, $12.3 million in capitalization of internally developed software and $1.6 million in purchases of investments.
Cash Provided by Financing Activities
For the year ended December 31, 2025, cash provided by financing activities was $214.8 million, consisting primarily of $365.6 million in net proceeds from the IPO, $36.9 million in proceeds from issuance of debt, $12.3 million in proceeds from issuance of common stock and convertible preferred stock, partially offset by $140.0 million of debt principal repayment, $36.1 million of debt prepayment premium, and $21.8 million from stock repurchases.
For the year ended December 31, 2024, cash flows provided by financing activities was $29.4 million, consisting primarily of $95.0 million in proceeds from issuance of debt with puttable warrants, $10.0 million in proceeds from issuance of common stock and convertible preferred stock, partially offset by $57.3 million of debt repayments, $12.4 million for repurchases of common stock and $5.9 million for payment of debt issuance costs.
Contractual Obligations
As of December 31, 2025, we have outstanding unsecured promissory notes of $1.5 million, issued in 2023 and maturing in 2026. Unpaid interest on these promissory notes (but not the principal) is convertible, at the option of the holder, into shares of the Company's common stock at a conversion price of $20.50 through the maturity date.
As of December 31, 2025, MIAX Futures and Dorman Trading maintain revolving lines of credit with certain banks.
For a discussion of the Company's outstanding debt, see Note 11 ("Debt") to our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Off-Balance Sheet Arrangements
The following table summarizes our off-balance sheet arrangements as of December 31, 2025. The amount of the obligations presented in the table summarizes our commitments to settle contractual obligations in cash as of the dates presented.
| Payments due by period | |||||||||||||||||
| Total | Less than 1 year | More than 1 year | |||||||||||||||
| Purchase obligations | $ | 13,473 | $ | 2,799 | $ | 10,674 | |||||||||||
Purchase obligations include long-term non-cancelable agreements with consultants and vendors to provide services.
Recent Accounting Pronouncements
For a discussion of recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, see Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of the amounts of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. The Company bases its estimates on historical experience, observance of trends in particular areas, information available from outside sources and various other assumptions that are believed to be reasonable under the circumstances. Information from these sources form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources.
We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact of, and any associated risks related to, these policies on our business operations is discussed throughout "Management's Discussion and Analysis of Financial Condition and Results of Operations." For a detailed discussion on the application of these and other accounting policies, see Note 2 "Summary of Significant Accounting Policies" to our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
Goodwill and Indefinite-Lived Intangible Assets and Related Impairment
Goodwill represents the excess of the purchase price over the fair value assigned to the net assets, including identifiable intangible assets, of businesses acquired. Goodwill is allocated to our reporting units based on the assignment of the fair values of each reporting unit ("RU") of the acquired company. Indefinite-lived intangible assets are comprised of exchange licenses. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at least annually or when indicators of impairment are identified.
We assess goodwill for impairment annually on October 1, or more frequently if events or circumstances indicate that the carrying amounts may not be fully recoverable. We first consider the option to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value is less than the carrying amount, we then perform a one-step quantitative impairment test by comparing the reporting unit's fair value with its carrying value. An impairment loss is recognized for the amount by which the RUs carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit.
When a quantitative test is performed, we estimate the fair value of a reporting unit using a combination of an income approach and a market approach. The income approach uses a discounted cash flow methodology that involves significant judgment and projections of future performance. Assumptions about future revenues and future operating expenses, capital expenditures and changes in working capital are based on the annual operating plan and other business plans for each reporting unit. These plans take into consideration numerous factors, including historical experience, current and future operational plans, anticipated future economic conditions and growth expectations for the industries and end markets in which we participate.
We review our indefinite-lived intangible assets, for impairment whenever events or circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. Similar to goodwill impairment testing, we test for impairment of indefinite-lived intangible assets during the fourth quarter of our fiscal year using an October 1 measurement date and may first perform a qualitative assessment. If we elect to perform or are required to perform a quantitative assessment, the test consists of a comparison of the fair value of the indefinite-lived intangible asset to its carrying amount as of the impairment testing date. The determination of asset fair value is subject to significant judgment and utilizes valuation techniques including discounting estimated future cash flows. Our estimates of cash flows are based on past experiences adjusted for trends and future expectation, and can be significantly impacted by changes in our business or economic conditions. If the carrying value of the asset exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the difference between the estimated fair value and the carrying value.
Income Taxes
We record deferred taxes on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based upon the technical merits of the position. The tax benefit recognized in the consolidated financial statements from such a position is measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Also, interest and penalties expense is recognized on the full amount of deferred benefits for uncertain tax positions. Our policy is to include interest and penalties related to unrecognized tax benefits in the income tax provision within the consolidated statements of operations.
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