MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX)

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. 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, a FCM and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures.

We are developing a portfolio of new products. We have a ten-year exclusive license agreement with Bloomberg which allows us to list index futures, options on futures, and cash index options based on the B500, B100, and B500 Volatility indices in North and South America on any of our exchanges. We also trade and clear Hard Red Spring Wheat futures and options on MIAX Futures. Through MIAX Futures Clearing, we offer clearing services for U.S. futures and options on futures.

MIAXdx Transaction

On January 20, 2026, we 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. We retained 10% of the issued and outstanding equity of MIAXdx, now known as Rothera.

As of December 31, 2025, we 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 were presented separately as assets held for sale and liabilities held for sale, respectively, in the consolidated balance sheet as of December 31, 2025.

In connection with the sale of MIAXdx, the Company received cash consideration of $59.9 million, net of cash and cash equivalents sold, and recognized a gain of $50.6 million in the condensed consolidated statement of operations for the six months ended June 30, 2026.

TISE Acquisition

On June 5, 2025, MIH, through MIH East Holdings, Limited (“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).

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Initial Public Offering

In August 2025, we raised $396.8 million in gross proceeds from our 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

In August 2024, we entered into a $100 million senior secured term loan maturing in August 2029, which bore interest at 12.90% per annum (the “2029 Senior Secured Term Loan”). In June 2025, we obtained an additional $40 million incremental term loan on substantially similar terms. We also 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. The warrants included a put right permitting the lenders to require us to redeem any unexercised portion at fair value, which terminated upon our IPO in August 2025. Prior to the IPO, the warrants were classified as a liability and remeasured at fair value at each reporting period, with changes in fair value recognized in non-operating income (expense) in the consolidated statements of operations. Upon completion of the IPO, the warrant liability was reclassified to equity.

In August 2025, we paid the entire outstanding balance of the term loan and incremental term loan for $178.4 million, inclusive of accrued interest and a prepayment premium. In December 2025, in connection with our secondary offering, an aggregate of 3,690,079 warrants were exercised on a cashless basis, resulting in the issuance of 3,065,826 shares of our common stock. During the first quarter of 2026, the remainder of the warrants were exercised.

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 500 million Pyth tokens which were locked and restricted from trading with a four year unlocking schedule commencing on May 20, 2024. We also received an additional 0.8 million locked reward Pyth tokens, which will unlock at various times 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.

We received net proceeds of $16.2 million and $52.6 million in 2025 and 2024, respectively, from the sale of each of the 125 million unlocked Pyth tokens. In May 2026, BSX received an additional 125 million unlocked Pyth tokens in accordance with the distribution schedule. Upon unlocking, Pyth tokens were derecognized as derivative assets and subsequently recognized as digital assets accounted for as intangible assets measured at fair value, with changes in fair value recorded in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $4.8 million and were included in other assets, net in the condensed consolidated balance sheet. The remaining 125 million locked tokens are expected to be distributed to BSX by the Pyth Network upon unlocking on May 20, 2027. The right to receive these Pyth tokens meets the definition of a derivative and is measured at fair value at each reporting date, with changes in fair value recognized in non-operating (expense) income in the condensed consolidated statements of operations. As of June 30, 2026, the fair value associated with the 125 million locked Pyth tokens was $3.8 million and presented as derivative assets in the condensed consolidated balance sheet.

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

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security exchanges. The Options segment also includes applicable market data revenue generated from the OPRA Plan, the sale of proprietary market data, 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 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. Also included is Dorman Trading, a full-service FCM registered with the CFTC and a Notice Registered Broker-Dealer with the National Futures Association for purposes of facilitating transactions of security futures. MIAXdx, a futures exchange, clearing house, and swaps execution facility registered with the CFTC 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 private equity debt, equities, investment funds, and real estate investment trust 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, futures, equity securities and ETFs;

•our ability to maintain or expand 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 and the new ORF model and the impact on regulatory fee revenue;

•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 historical, current and future funding of the implementation and operation 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;

•the potential introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies; and

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•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 un

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Item 7. 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.

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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.

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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, Eq

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