Miami International Holdings Inc.
11/02/2026 | Press release | Distributed by Public on 11/02/2026 07:43
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
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 Quarterly Report, and should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the notes thereto, included in Item 1 in this Quarterly Report, and our audited consolidated financial statements and the related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2025 included in the Company's 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 "Risk Factors."
Data as of and for the three and nine months ended September 30, 2026 and 2025 have been derived from our unaudited condensed consolidated financial statements appearing at the beginning of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected in the future. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period.
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, an 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 and physically-settled fertilizer futures 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 nine months ended September 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).
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 1.1 million locked reward Pyth tokens as of September 30, 2026, 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 September 30, 2026, the digital assets related to unlocked Pyth tokens had a fair value of $9.8 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 September 30, 2026, the fair value associated with the 125 million locked Pyth tokens was $8.6 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
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 introduction of new or competing financial products or services by competitors in the industry, including those enabled by new technologies; 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 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 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 with the fee reverting to a new rate once legislation for fiscal year 2026 appropriation was enacted. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales. 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 or ad-hoc basis, or from third parties where the Company is the principal in the transaction. 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 three and nine months ended September 30, 2026 and 2025:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Customer 1 | 14 | % | 16 | % | 16 | % | 15 | % | |||||||||||||||
| Customer 2 | 17 | % | 18 | % | 16 | % | 19 | % | |||||||||||||||
| Customer 3 | 13 | % | 11 | % | 12 | % | 11 | % | |||||||||||||||
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 may 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 on 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 with the fee reverting to
a new rate once legislation for fiscal year 2026 appropriation was enacted. On February 27, 2026, the SEC announced that starting on April 4, 2026, the new fee rates would be set at $20.60 per million for covered sales.
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. This expense category also includes costs associated with funding the CAT and provisions for uncollectible notes receivable issued to fund the CAT.
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.
Litigation Settlement
Litigation settlement represents the expense recognized in connection with the settlement of the Nasdaq matter. See Note 15 - "Commitments and Contingencies - Claims and Litigation" of the notes to condensed consolidated financial statements, for additional information.
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, interest earned on the investing of excess cash, gain on sale of business, investment gain/loss, loss on debt extinguishment, and unrealized gains and losses on derivative (right to receive Pyth tokens) and digital 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 Three and Nine Months Ended September 30, 2026 and 2025
Overview
The following summarizes changes in financial performance for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025 (in thousands, except share, per share amounts and percentages):
|
Three Months Ended
September 30,
|
Increase/
(Decrease)
|
Percent Change |
Nine Months Ended
September 30,
|
Increase/
(Decrease)
|
Percent Change |
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 376,183 | $ | 339,778 | $ | 36,405 | 10.7 | % | $ | 1,133,502 | $ | 994,639 | $ | 138,863 | 14.0 | % | |||||||||||||||||||||||||||||||
| Total cost of revenues | 245,174 | 230,295 | 14,879 | 6.5 | % | 732,787 | 688,610 | 44,177 | 6.4 | % | |||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | 131,009 | 109,483 | 21,526 | 19.7 | % | 400,715 | 306,029 | 94,686 | 30.9 | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 83,805 | 109,788 | (25,983) | (23.7) | % | 279,746 | 256,750 | 22,996 | 9.0 | % | |||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 47,204 | (305) | 47,509 | * | 120,969 | 49,279 | 71,690 | 145.5 | % | ||||||||||||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 64,081 | (102,890) | 166,971 | * | 192,910 | (99,445) | 292,355 | * | |||||||||||||||||||||||||||||||||||||||
| Income tax benefit (expense) | (11,609) | 810 | (12,419) | * | 73,994 | (528) | 74,522 | * | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 52,472 | (102,080) | 154,552 | * | 266,904 | (99,973) | 366,877 | * | |||||||||||||||||||||||||||||||||||||||
| Basic earnings (loss) per share | $ | 0.53 | $ | (1.46) | $ | 1.99 | * | $ | 2.80 | $ | (1.51) | $ | 4.31 | * | |||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | 0.47 | $ | (1.46) | $ | 1.93 | * | $ | 2.42 | $ | (1.51) | $ | 3.93 | * | |||||||||||||||||||||||||||||||||
| Basic weighted average shares outstanding | 99,113,041 | 70,128,197 | 28,984,844 | 41.3 | % | 95,430,903 | 66,168,315 | 29,262,588 | 44.2 | % | |||||||||||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding | 110,799,280 | 70,128,197 | 40,671,083 | 58.0 | % | 110,249,406 | 66,168,315 | 44,081,091 | 66.6 | % | |||||||||||||||||||||||||||||||||||||
|
EBITDA(1)
|
$ | 67,635 | $ | (93,941) | $ | 161,576 | * | $ | 203,779 | $ | (70,769) | $ | 274,548 | * | |||||||||||||||||||||||||||||||||
|
EBITDA margin(2)
|
51.6 | % | (85.8) | % | 137.4 pts | * | 50.9 | % | (23.1) | % | 74.0 pts | * | |||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | 70,809 | $ | 48,019 | $ | 22,790 | 47.5 | % | $ | 213,649 | $ | 136,937 | $ | 76,712 | 56.0 | % | |||||||||||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
54.0 | % | 43.9 | % | 10.1 pts | 23.0 | % | 53.3 | % | 44.7 | % | 8.6 pts | 19.2 | % | |||||||||||||||||||||||||||||||||
|
Adjusted earnings(3)
|
$ | 50,056 | $ | 39,947 | $ | 10,109 | 25.3 | % | $ | 148,670 | $ | 107,733 | $ | 40,937 | 38.0 | % | |||||||||||||||||||||||||||||||
|
Adjusted earnings margin(3)
|
38.2 | % | 36.5 | % | 1.7 pts | 4.7 | % | 37.1 | % | 35.2 | % | 1.9 pts | 5.4 | % | |||||||||||||||||||||||||||||||||
|
Adjusted diluted earnings per share(3)
|
$ | 0.45 | $ | 0.42 | $ | 0.03 | 7.1 | % | $ | 1.35 | $ | 1.28 | $ | 0.07 | 5.5 | % | |||||||||||||||||||||||||||||||
| Diluted weighted average shares outstanding used for adjusted diluted earnings per share | 110,799,280 | 96,100,563 | 14,698,717 | 15.3 | % | 110,249,406 | 84,197,990 | 26,051,416 | 30.9 | % | |||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)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 and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized gain/loss on derivative and digital assets, loss on sale of intangible asset, warrant modification, provision for notes receivable, one time IPO payments, loss on extinguishment of debt, and impairment charges. 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.
(2)EBITDA margin represents EBITDA divided by revenues less cost of revenues. Adjusted EBITDA margin represents adjusted EBITDA divided by revenues less cost of revenues.
(3)Adjusted earnings is defined as net income adjusted for share-based compensation, investment gain/loss, litigation costs and settlement, acquisition-related costs, change in fair value of puttable warrants issued with debt, change in fair value of puttable common stock, gain on sale of business, unrealized gain/loss on derivative and digital assets, loss on sale of intangible asset, warrant modification, provision for notes receivable, one time IPO payments, loss on extinguishment of debt, impairment charges, and non-GAAP tax adjustments. Adjusted earnings margin represents adjusted earnings divided by 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):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 274,261 | $ | 22,788 | $ | 19,300 | $ | 71 | $ | - | $ | 316,420 | |||||||||||||||||||||||
| Access fees | 32,689 | 3,824 | 455 | 38 | (57) | 36,949 | |||||||||||||||||||||||||||||
| Market data fees | 10,211 | 2,082 | 1,512 | 80 | (8) | 13,877 | |||||||||||||||||||||||||||||
| Other revenue | 125 | - | 2,505 | 5,950 | 357 | 8,937 | |||||||||||||||||||||||||||||
| Total revenues | 317,286 | 28,694 | 23,772 | 6,139 | 292 | 376,183 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 185,334 | 16,862 | 4,117 | - | - | 206,313 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 1,325 | 185 | 12,702 | - | - | 14,212 | |||||||||||||||||||||||||||||
| Section 31 fees | 18,041 | 4,987 | - | - | - | 23,028 | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 1,975 | - | (354) | 1,621 | |||||||||||||||||||||||||||||
| Total cost of revenues | 204,700 | 22,034 | 18,794 | - | (354) | 245,174 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 112,586 | 6,660 | 4,978 | 6,139 | 646 | 131,009 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 18,589 | 3,909 | 9,476 | 2,566 | 5,746 | 40,286 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 4,359 | 1,608 | 2,763 | 595 | 276 | 9,601 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,626 | 1,601 | 2,087 | 521 | 618 | 9,453 | |||||||||||||||||||||||||||||
| Occupancy costs | 1,439 | 186 | 449 | 240 | 624 | 2,938 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 7,552 | 1,813 | 517 | 268 | 5,236 | 15,386 | |||||||||||||||||||||||||||||
| Marketing and business development | 145 | 41 | 849 | 74 | 140 | 1,249 | |||||||||||||||||||||||||||||
| General, administrative, and other | 1,977 | 376 | 1,002 | 530 | 1,007 | 4,892 | |||||||||||||||||||||||||||||
| Total operating expenses | 38,687 | 9,534 | 17,143 | 4,794 | 13,647 | 83,805 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 73,899 | (2,874) | (12,165) | 1,345 | (13,001) | 47,204 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Interest income | 213 | - | 261 | 222 | 5,245 | 5,941 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | - | - | (42) | (42) | |||||||||||||||||||||||||||||
| Unrealized gain on derivative and digital assets | - | - | - | 9,797 | - | 9,797 | |||||||||||||||||||||||||||||
| Other, net | - | - | 1,905 | - | (724) | 1,181 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 74,112 | (2,874) | (9,999) | 11,364 | (8,522) | 64,081 | |||||||||||||||||||||||||||||
| Income tax expense | - | - | - | (69) | (11,540) | (11,609) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 74,112 | $ | (2,874) | $ | (9,999) | $ | 11,295 | $ | (20,062) | $ | 52,472 | |||||||||||||||||||||||
(1)Futures segment includes $0.4 million related to access fees, $0.6 million related to market data fees, and $1.0 million related to other revenue. Corporate / Other segment includes $(0.4) million related to other revenue.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 245,406 | $ | 31,899 | $ | 15,424 | $ | 85 | $ | - | $ | 292,814 | |||||||||||||||||||||||
| Access fees | 23,076 | 3,761 | 275 | 41 | (57) | 27,096 | |||||||||||||||||||||||||||||
| Market data fees | 7,011 | 2,368 | 1,279 | 80 | (8) | 10,730 | |||||||||||||||||||||||||||||
| Other revenue | 1,047 | - | 2,386 | 5,327 | 378 | 9,138 | |||||||||||||||||||||||||||||
| Total revenues | 276,540 | 38,028 | 19,364 | 5,533 | 313 | 339,778 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 180,950 | 33,470 | 2,866 | - | - | 217,286 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 1,091 | 206 | 10,315 | - | - | 11,612 | |||||||||||||||||||||||||||||
| Section 31 fees | - | - | - | - | - | - | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 1,397 | - | - | 1,397 | |||||||||||||||||||||||||||||
| Total cost of revenues | 182,041 | 33,676 | 14,578 | - | - | 230,295 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 94,499 | 4,352 | 4,786 | 5,533 | 313 | 109,483 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 27,373 | 4,712 | 16,574 | 2,720 | 17,374 | 68,753 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 3,896 | 1,819 | 2,653 | 663 | 259 | 9,290 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 3,826 | 1,570 | 1,692 | 435 | 706 | 8,229 | |||||||||||||||||||||||||||||
| Occupancy costs | 1,807 | 227 | 703 | 259 | 572 | 3,568 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 4,189 | 514 | 265 | 305 | 5,534 | 10,807 | |||||||||||||||||||||||||||||
| Marketing and business development | 150 | 36 | 326 | 99 | 148 | 759 | |||||||||||||||||||||||||||||
| General, administrative, and other | 1,894 | 332 | 1,109 | 269 | 4,778 | 8,382 | |||||||||||||||||||||||||||||
| Total operating expenses | 43,135 | 9,210 | 23,322 | 4,750 | 29,371 | 109,788 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 51,364 | (4,858) | (18,536) | 783 | (29,058) | (305) | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | - | - | - | - | (255) | (255) | |||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | - | - | - | - | (338) | (338) | |||||||||||||||||||||||||||||
| Interest income | 482 | - | 207 | 111 | 1,858 | 2,658 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | (36) | - | (3,342) | (3,378) | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | - | (107,656) | (107,656) | |||||||||||||||||||||||||||||
| Unrealized gain on derivative and digital assets | - | - | - | 7,979 | - | 7,979 | |||||||||||||||||||||||||||||
| Other, net | - | - | (61) | - | (1,534) | (1,595) | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 51,846 | (4,858) | (18,426) | 8,873 | (140,325) | (102,890) | |||||||||||||||||||||||||||||
| Income tax benefit (expense) | - | - | - | (396) | 1,206 | 810 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 51,846 | $ | (4,858) | $ | (18,426) | $ | 8,477 | $ | (139,119) | $ | (102,080) | |||||||||||||||||||||||
(1)Includes $0.4 million related to access fees, $0.4 million related to market data fees, and $0.7 million related to other revenue.
The following sets forth our results of operations by segment (in thousands):
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 817,720 | $ | 85,633 | $ | 60,164 | $ | 197 | $ | - | $ | 963,714 | |||||||||||||||||||||||
| Access fees | 92,563 | 11,488 | 1,251 | 116 | (171) | 105,247 | |||||||||||||||||||||||||||||
| Market data fees | 28,689 | 6,064 | 4,068 | 240 | (23) | 39,038 | |||||||||||||||||||||||||||||
| Other revenue | 260 | 53 | 7,189 | 16,974 | 1,027 | 25,503 | |||||||||||||||||||||||||||||
| Total revenues | 939,232 | 103,238 | 72,672 | 17,527 | 833 | 1,133,502 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 552,473 | 72,299 | 11,700 | - | - | 636,472 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 3,978 | 603 | 41,268 | - | - | 45,849 | |||||||||||||||||||||||||||||
| Section 31 fees | 34,534 | 11,470 | - | - | - | 46,004 | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 5,002 | - | (540) | 4,462 | |||||||||||||||||||||||||||||
| Total cost of revenues | 590,985 | 84,372 | 57,970 | - | (540) | 732,787 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 348,247 | 18,866 | 14,702 | 17,527 | 1,373 | 400,715 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 58,584 | 11,989 | 29,618 | 7,094 | 18,357 | 125,642 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 13,259 | 4,809 | 8,718 | 1,668 | 832 | 29,286 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 13,446 | 3,963 | 5,450 | 1,507 | 1,953 | 26,319 | |||||||||||||||||||||||||||||
| Occupancy costs | 4,554 | 599 | 1,407 | 779 | 1,819 | 9,158 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 17,270 | 2,412 | 1,078 | 1,038 | 16,443 | 38,241 | |||||||||||||||||||||||||||||
| Marketing and business development | 938 | 215 | 2,826 | 432 | 998 | 5,409 | |||||||||||||||||||||||||||||
| Litigation settlement | 22,500 | - | - | - | 7,500 | 30,000 | |||||||||||||||||||||||||||||
| General, administrative, and other | 6,063 | 1,143 | 2,907 | 1,307 | 4,271 | 15,691 | |||||||||||||||||||||||||||||
| Total operating expenses | 136,614 | 25,130 | 52,004 | 13,825 | 52,173 | 279,746 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 211,633 | (6,264) | (37,302) | 3,702 | (50,800) | 120,969 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Interest income | 437 | - | 526 | 567 | 14,051 | 15,581 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | - | - | (131) | (131) | |||||||||||||||||||||||||||||
| Unrealized gain on derivative and digital assets | - | - | - | 6,919 | - | 6,919 | |||||||||||||||||||||||||||||
|
Gain on sale of business
|
- | - | - | - | 50,570 | 50,570 | |||||||||||||||||||||||||||||
| Other, net | (1) | - | 30 | - | (1,027) | (998) | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 212,069 | (6,264) | (36,746) | 11,188 | 12,663 | 192,910 | |||||||||||||||||||||||||||||
|
Income tax benefit (expense)
|
- | - | - | (200) | 74,194 | 73,994 | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 212,069 | $ | (6,264) | $ | (36,746) | $ | 10,988 | $ | 86,857 | $ | 266,904 | |||||||||||||||||||||||
(1)Futures segment includes $1.1 million related to access fees, $1.3 million related to market data fees, and $2.6 million related to other revenue. Corporate / Other segment includes $(0.5) million related to other revenue.
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 712,330 | $ | 100,545 | $ | 55,184 | $ | 198 | $ | - | $ | 868,257 | |||||||||||||||||||||||
| Access fees | 65,668 | 10,915 | 751 | 122 | (171) | 77,285 | |||||||||||||||||||||||||||||
| Market data fees | 20,087 | 7,006 | 3,315 | 240 | (23) | 30,625 | |||||||||||||||||||||||||||||
| Other revenue | 1,308 | - | 8,028 | 8,090 | 1,046 | 18,472 | |||||||||||||||||||||||||||||
| Total revenues | 799,393 | 118,466 | 67,278 | 8,650 | 852 | 994,639 | |||||||||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||||||||||||||
| Liquidity payments | 505,517 | 92,315 | 9,151 | - | - | 606,983 | |||||||||||||||||||||||||||||
| Brokerage, clearing, and exchange fees | 3,210 | 730 | 38,607 | - | - | 42,547 | |||||||||||||||||||||||||||||
| Section 31 fees | 22,178 | 13,047 | - | - | - | 35,225 | |||||||||||||||||||||||||||||
|
Other cost of revenues(1)
|
- | - | 3,855 | - | - | 3,855 | |||||||||||||||||||||||||||||
| Total cost of revenues | 530,905 | 106,092 | 51,613 | - | - | 688,610 | |||||||||||||||||||||||||||||
| Revenues less cost of revenues | 268,488 | 12,374 | 15,665 | 8,650 | 852 | 306,029 | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Compensation and benefits | 62,447 | 11,351 | 39,883 | 5,332 | 27,721 | 146,734 | |||||||||||||||||||||||||||||
| Information technology and communication costs | 11,041 | 5,119 | 7,143 | 1,676 | 710 | 25,689 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 10,293 | 4,610 | 3,655 | 1,038 | 1,741 | 21,337 | |||||||||||||||||||||||||||||
| Occupancy costs | 4,370 | 535 | 1,723 | 686 | 1,704 | 9,018 | |||||||||||||||||||||||||||||
| Professional fees and outside services | 12,438 | 1,534 | 1,729 | 881 | 13,577 | 30,159 | |||||||||||||||||||||||||||||
| Marketing and business development | 473 | 153 | 811 | 203 | 437 | 2,077 | |||||||||||||||||||||||||||||
| Acquisition-related costs | - | - | - | - | 2,901 | 2,901 | |||||||||||||||||||||||||||||
| General, administrative, and other | 6,286 | 1,038 | 3,331 | 656 | 7,524 | 18,835 | |||||||||||||||||||||||||||||
| Total operating expenses | 107,348 | 24,340 | 58,275 | 10,472 | 56,315 | 256,750 | |||||||||||||||||||||||||||||
| Operating income / (loss) | 161,140 | (11,966) | (42,610) | (1,822) | (55,463) | 49,279 | |||||||||||||||||||||||||||||
| Non-operating (expense) income: | |||||||||||||||||||||||||||||||||||
| Change in fair value of puttable warrants issued with debt | - | - | - | - | (1,172) | (1,172) | |||||||||||||||||||||||||||||
| Change in fair value of puttable common stock | - | - | - | - | (2,229) | (2,229) | |||||||||||||||||||||||||||||
| Interest income | 1,248 | - | 599 | 131 | 3,393 | 5,371 | |||||||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | (106) | - | (12,604) | (12,710) | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | - | - | - | - | (107,656) | (107,656) | |||||||||||||||||||||||||||||
| Loss on sale of intangible asset | - | - | - | (2,054) | - | (2,054) | |||||||||||||||||||||||||||||
| Unrealized loss on derivative and digital assets | - | - | - | (39,039) | - | (39,039) | |||||||||||||||||||||||||||||
| Other, net | (1) | - | 2,183 | (62) | 8,645 | 10,765 | |||||||||||||||||||||||||||||
| Income (loss) before income tax provision | 162,387 | (11,966) | (39,934) | (42,846) | (167,086) | (99,445) | |||||||||||||||||||||||||||||
|
Income tax expense
|
- | - | - | (473) | (55) | (528) | |||||||||||||||||||||||||||||
| Net income (loss) attributable to MIH | $ | 162,387 | $ | (11,966) | $ | (39,934) | $ | (43,319) | $ | (167,141) | $ | (99,973) | |||||||||||||||||||||||
(1)Includes $1.0 million related to access fees, $0.8 million related to market data fees, and $2.0 million related to other revenue.
The following is a reconciliation of net income (loss) allocated to common stockholders to EBITDA and adjusted EBITDA (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options |
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Net income (loss) allocated to common stockholders
|
$ | 74,112 | $ | (2,874) | $ | (9,999) | $ | 11,295 | $ | (20,062) | $ | 52,472 | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | - | - | 42 | 42 | |||||||||||||||||||||||||||||
| Interest income | (213) | - | (261) | (222) | (5,245) | (5,941) | |||||||||||||||||||||||||||||
| Income tax expense | - | - | - | 69 | 11,540 | 11,609 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,626 | 1,601 | 2,087 | 521 | 618 | 9,453 | |||||||||||||||||||||||||||||
| EBITDA | 78,525 | (1,273) | (8,173) | 11,663 | (13,107) | 67,635 | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
3,086 | 669 | 1,605 | 384 | 1,795 | 7,539 | |||||||||||||||||||||||||||||
|
Investment (gain) loss(2)
|
- | - | (1,811) | - | 724 | (1,087) | |||||||||||||||||||||||||||||
|
Litigation costs(3)
|
188 | - | - | - | 63 | 251 | |||||||||||||||||||||||||||||
|
Unrealized gain on derivative and digital assets(4)
|
- | - | - | (9,797) | - | (9,797) | |||||||||||||||||||||||||||||
|
Provision for notes receivable(5)
|
4,694 | 1,574 | - | - | - | 6,268 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 86,493 | $ | 970 | $ | (8,379) | $ | 2,250 | $ | (10,525) | $ | 70,809 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $3.3 million, restricted stock awards of $1.0 million, restricted stock units of $3.3 million, and warrants of less than $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $7.5 million is made up of $6.4 million to employees within compensation and benefits, $0.2 million to service providers within professional fees and outside services, and $0.9 million to directors within general, administrative, and other.
(2)Investment gain of $1.1 million represents an unrealized gain on marketable equity securities.
(3)Litigation costs are associated with litigation related to the Nasdaq matter, see Note 15 - "Commitments and Contingencies - Claims and Litigation" of the condensed consolidated financial statements included herein.
(4)Reflects the aggregate unrealized gain resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2026.
(5)Represents provision for certain CAT costs that are no longer expected to be recoverable.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
|
Options
|
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Net income (loss) allocated to common stockholders
|
$ | 51,846 | $ | (4,858) | $ | (18,426) | $ | 8,477 | $ | (139,119) | (102,080) | ||||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | 36 | - | 3,342 | 3,378 | |||||||||||||||||||||||||||||
| Interest income | (482) | - | (207) | (111) | (1,858) | (2,658) | |||||||||||||||||||||||||||||
| Income tax expense (benefit) | - | - | - | 396 | (1,206) | (810) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 3,826 | 1,570 | 1,692 | 435 | 706 | 8,229 | |||||||||||||||||||||||||||||
| EBITDA | 55,190 | (3,288) | (16,905) | 9,197 | (138,135) | (93,941) | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
13,322 | 2,399 | 7,103 | 511 | 5,763 | 29,098 | |||||||||||||||||||||||||||||
|
Investment loss(2)
|
- | - | 239 | - | - | 239 | |||||||||||||||||||||||||||||
|
Litigation costs(3)
|
608 | - | - | - | 203 | 811 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable warrants issued with debt(4)
|
- | - | - | - | 255 | 255 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable common stock(5)
|
- | - | - | - | 338 | 338 | |||||||||||||||||||||||||||||
|
Impairment charges(6)
|
- | - | - | - | 1,978 | 1,978 | |||||||||||||||||||||||||||||
|
Unrealized gain on derivative and digital assets(7)
|
- | - | - | (7,979) | - | (7,979) | |||||||||||||||||||||||||||||
|
One time IPO payments(8)
|
- | - | - | - | 8,048 | 8,048 | |||||||||||||||||||||||||||||
|
Warrant modifications(9)
|
- | - | - | - | 1,516 | 1,516 | |||||||||||||||||||||||||||||
|
Loss on extinguishment of debt(10)
|
- | - | - | - | 107,656 | 107,656 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 69,120 | $ | (889) | $ | (9,563) | $ | 1,729 | $ | (12,378) | $ | 48,019 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $3.7 million, restricted stock awards of $25.1 million and warrants of $0.3 million that have been granted to employees, directors and service providers. The 2025 expense of $29.1 million is made up of $27.8 million to employees within compensation and benefits, $0.9 million to service providers within professional fees and outside services, and $0.4 million to directors within general, administrative, and other.
(2)Investment loss of $0.2 million represents an unrealized loss on available for sale marketable equity securities.
(3)Litigation costs are associated with litigation related to the Nasdaq matter, see Note 15 - "Commitments and Contingencies - Claims and Litigation" of the condensed consolidated financial statements included herein.
(4)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.
(5)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that had an associated put right which required the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.
(6)Impairment charges of $2.0 million related to owned land and building impairments.
(7)Reflects the unrealized gain resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2025.
(8)One time IPO bonuses paid to certain employees and termination payments to former directors.
(9)Represents expense recognized upon the extension of expiration date of certain warrants.
(10)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options |
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Net income (loss) allocated to common stockholders
|
$ | 212,069 | $ | (6,264) | $ | (36,746) | $ | 10,988 | $ | 86,857 | $ | 266,904 | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | - | - | 131 | 131 | |||||||||||||||||||||||||||||
| Interest income | (437) | - | (526) | (567) | (14,051) | (15,581) | |||||||||||||||||||||||||||||
|
Income tax (benefit) expense
|
- | - | - | 200 | (74,194) | (73,994) | |||||||||||||||||||||||||||||
| Depreciation and amortization | 13,446 | 3,963 | 5,450 | 1,507 | 1,953 | 26,319 | |||||||||||||||||||||||||||||
| EBITDA | 225,078 | (2,301) | (31,822) | 12,128 | 696 | 203,779 | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
9,710 | 2,106 | 4,818 | 1,028 | 5,840 | 23,502 | |||||||||||||||||||||||||||||
|
Investment loss(2)
|
- | - | 488 | - | 1,065 | 1,553 | |||||||||||||||||||||||||||||
|
Litigation costs and settlement(3)
|
27,027 | - | - | - | 9,009 | 36,036 | |||||||||||||||||||||||||||||
|
Unrealized gain on derivative and digital assets(4)
|
- | - | - | (6,919) | - | (6,919) | |||||||||||||||||||||||||||||
|
Provision for notes receivable(5)
|
4,694 | 1,574 | - | - | - | 6,268 | |||||||||||||||||||||||||||||
|
Gain on sale of business(6)
|
- | - | - | - | (50,570) | (50,570) | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 266,509 | $ | 1,379 | $ | (26,516) | $ | 6,237 | $ | (33,960) | $ | 213,649 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $10.6 million, restricted stock awards of $7.7 million, restricted stock units of $5.1 million, and warrants of $0.1 million that have been granted to employees, directors and service providers. The 2026 expense of $23.5 million is made up of $19.8 million to employees within compensation and benefits, $0.9 million to service providers within professional fees and outside services, and $2.8 million to directors within general, administrative, and other.
(2)Investment loss of $1.6 million represents an unrealized loss on marketable equity securities.
(3)Litigation costs and settlement associated with litigation related to the Nasdaq matter, see Note 15 - "Commitments and Contingencies - Claims and Litigation" of the condensed consolidated financial statements included herein.
(4)Reflects the aggregate unrealized gain resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2026.
(5)Represents provision for certain CAT costs that are no longer expected to be recoverable.
(6)Represents the gain on the sale of MIAXdx in January 2026.
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
|
Options
|
Equities
|
Futures
|
International | Corporate / Other |
Total
|
||||||||||||||||||||||||||||||
|
Net income (loss) allocated to common stockholders
|
$ | 162,387 | $ | (11,966) | $ | (39,934) | $ | (43,319) | $ | (167,141) | $ | (99,973) | |||||||||||||||||||||||
| Interest expense and amortization of debt issuance costs | - | - | 106 | - | 12,604 | 12,710 | |||||||||||||||||||||||||||||
| Interest income | (1,248) | - | (599) | (131) | (3,393) | (5,371) | |||||||||||||||||||||||||||||
|
Income tax expense
|
- | - | - | 473 | 55 | 528 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 10,293 | 4,610 | 3,655 | 1,038 | 1,741 | 21,337 | |||||||||||||||||||||||||||||
| EBITDA | 171,432 | (7,356) | (36,772) | (41,939) | (156,134) | (70,769) | |||||||||||||||||||||||||||||
|
Share-based compensation(1)
|
20,906 | 3,832 | 12,688 | 977 | 9,604 | 48,007 | |||||||||||||||||||||||||||||
|
Investment gain(2)
|
- | - | (1,670) | - | (8,650) | (10,320) | |||||||||||||||||||||||||||||
|
Litigation costs(3)
|
2,015 | - | - | - | 672 | 2,687 | |||||||||||||||||||||||||||||
|
Acquisition-related costs(4)
|
- | - | - | - | 2,901 | 2,901 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable warrants issued with debt(5)
|
- | - | - | - | 1,172 | 1,172 | |||||||||||||||||||||||||||||
|
Change in fair value of puttable common stock(6)
|
- | - | - | - | 2,229 | 2,229 | |||||||||||||||||||||||||||||
|
Loss on sale of intangible assets(7)
|
- | - | - | 2,054 | - | 2,054 | |||||||||||||||||||||||||||||
|
Impairment charges(8)
|
- | - | - | - | 2,717 | 2,717 | |||||||||||||||||||||||||||||
|
Unrealized loss on derivative and digital assets(9)
|
- | - | - | 39,039 | - | 39,039 | |||||||||||||||||||||||||||||
|
One time IPO payments(10)
|
- | - | - | - | 8,048 | 8,048 | |||||||||||||||||||||||||||||
|
Warrant modifications(11)
|
- | - | - | - | 1,516 | 1,516 | |||||||||||||||||||||||||||||
|
Loss on extinguishment of debt(12)
|
- | - | - | - | 107,656 | 107,656 | |||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 194,353 | $ | (3,524) | $ | (25,754) | $ | 131 | $ | (28,269) | $ | 136,937 | |||||||||||||||||||||||
__________________
(1)Share-based compensation represents expenses associated with stock options of $9.3 million, restricted stock awards of $37.8 million and warrants of $1.0 million that have been granted to employees, directors and service providers. The 2025 expense of $48.0 million is made up of $44.7 million to employees within compensation and benefits, $2.2 million to service providers within professional fees and outside services, and $1.1 million to directors within general, administrative, and other.
(2)Investment gain of $10.3 million represents unrealized gain of $8.6 million from the TISE acquisition, and $1.7 million of unrealized gain on available for sale marketable equity securities.
(3)Litigation costs are associated with litigation related to the Nasdaq matter, see Note 15 - "Commitments and Contingencies - Claims and Litigation" of the condensed consolidated financial statements included herein.
(4)Relates to the TISE Acquisition.
(5)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.
(6)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that had an associated put right which required the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.
(7)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.
(8)Impairment charges of $2.7 million related to owned land and building impairments.
(9)Reflects the unrealized loss resulting from the mark-to-market valuation of the 250 million Pyth tokens that remain locked by the Pyth Network as of September 30, 2025.
(10)One time IPO bonuses paid to certain employees and termination payments to former directors.
(11)Represents expense recognized upon the extension of expiration date of certain warrants.
(12)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
The following is a reconciliation of net income (loss) allocated to common stockholders to adjusted earnings (in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) allocated to common stockholders | $ | 52,472 | $ | (102,080) | $ | 266,904 | $ | (99,973) | |||||||||||||||
|
Share-based compensation(1)
|
7,539 | 29,098 | 23,502 | 48,007 | |||||||||||||||||||
|
Investment (gain) loss(2)
|
(1,087) | 239 | 1,553 | (10,320) | |||||||||||||||||||
|
Litigation costs and settlement(3)
|
251 | 811 | 36,036 | 2,687 | |||||||||||||||||||
|
Impairment charges(4)
|
- | 1,978 | - | 2,717 | |||||||||||||||||||
|
Acquisition-related costs(5)
|
- | - | - | 2,901 | |||||||||||||||||||
|
Change in fair value of puttable warrants issued with debt(6)
|
- | 255 | - | 1,172 | |||||||||||||||||||
|
Change in fair value of puttable common stock(7)
|
- | 338 | - | 2,229 | |||||||||||||||||||
|
Loss on sale of intangible asset(8)
|
- | - | - | 2,054 | |||||||||||||||||||
|
Unrealized (gain) loss on derivative and digital assets(9)
|
(9,797) | (7,979) | (6,919) | 39,039 | |||||||||||||||||||
|
Gain on sale of business(10)
|
- | - | (50,570) | - | |||||||||||||||||||
|
Provision for notes receivable(11)
|
6,268 | - | 6,268 | - | |||||||||||||||||||
|
One time IPO payments(12)
|
- | 8,048 | - | 8,048 | |||||||||||||||||||
|
Warrant modifications(13)
|
- | 1,516 | - | 1,516 | |||||||||||||||||||
|
Loss on extinguishment of debt(14)
|
- | 107,656 | - | 107,656 | |||||||||||||||||||
| Total non-GAAP pre-tax adjustments | 3,174 | 141,960 | 9,870 | 207,706 | |||||||||||||||||||
|
Income tax (expense) benefit related to items above(15)
|
(720) | - | 67 | 675 | - | ||||||||||||||||||
|
One-off discrete tax adjustments(16):
|
|||||||||||||||||||||||
| Release of valuation allowance as of January 1, 2026 | - | - | - | (109,161) | - | ||||||||||||||||||
| Deferred tax re-measurements | - | (327) | - | 15,806 | - | ||||||||||||||||||
|
Other(17)
|
(4,870) | (327) | - | (35,424) | - | ||||||||||||||||||
| Total non-GAAP tax adjustments | (5,590) | 67 | (128,104) | - | |||||||||||||||||||
|
Adjusted earnings
|
$ | 50,056 | $ | 39,947 | $ | 148,670 | $ | 107,733 | |||||||||||||||
(1)Share-based compensation represents expenses associated with stock options, restricted stock awards, restricted stock units, and warrants that have been granted to employees, directors and service providers.
(2)2026 represents the unrealized gain or loss on marketable equity securities. 2025 represents an unrealized gain of $8.6 million from the TISE acquisition, and an unrealized gain or loss on marketable equity securities.
(3)Litigation costs and settlement associated with litigation related to the Nasdaq matter, see Note 15 - "Commitments and Contingencies - Claims and Litigation" of the condensed consolidated financial statements included herein.
(4)Impairment charges related to owned land and building impairments.
(5)Relates to the TISE Acquisition.
(6)The change in fair value of warrants issued with debt represents the change in fair value of outstanding puttable warrants issued in connection with the issuance of the 2029 Senior Secured Term Loan. The right to put warrants terminated upon completion of the IPO in August 2025.
(7)The change in fair value of puttable common stock represents the change in fair value of outstanding puttable common stock issued in connection with the Company's ERPs I and II that had an associated put right which required the Company to repurchase a certain percentage of the fair market value of the award upon exercise. The right to put shares terminated upon completion of the IPO in August 2025.
(8)Represents the realized loss on the second tranche of the 125 million Pyth tokens that were unlocked in the second quarter of 2025 by the Pyth Network and sold by BSX during the second quarter of 2025.
(9)Reflects the aggregate unrealized gain or loss resulting from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to Pyth tokens that remain locked by the Pyth Network as of each balance sheet date.
(10)Represents the gain on the sale of MIAXdx in January 2026.
(11)Represents provision for certain CAT costs that are no longer expected to be recoverable.
(12)One time IPO bonuses paid to certain employees and termination payments to former directors.
(13)Represents expense recognized upon the extension of expiration date of certain warrants.
(14)Represents write-off of the unamortized debt discount and issuance costs and payment of prepayment premium related to the repayment of the 2029 Senior Secured Term Loan.
(15)The income tax effect of the adjustments takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s).
(16)Removes from Adjusted earnings any one-off discrete tax adjustments that are unrelated to our core operating performance.
(17)Primarily relates to the removal of the permanent tax benefit for the excess tax deduction on share-based compensation compared to the book expense.
Key Business Metrics
The following summarizes changes in certain operational and financial metrics for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025.
|
Three Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
Nine Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options: | |||||||||||||||||||||||||||||||||||||||||||||||
|
Number of trading days
|
64 | 64 | - | - | % | 187 | 186 | 1 | 0.5 | % | |||||||||||||||||||||||||||||||||||||
| Total contracts: | |||||||||||||||||||||||||||||||||||||||||||||||
|
Market contracts - Equity and ETF (in thousands)
|
4,083,844 | 3,573,731 | 510,113 | 14.3 | % | 12,029,228 | 10,042,003 | 1,987,225 | 19.8 | % | |||||||||||||||||||||||||||||||||||||
|
MIH contracts - Equity and ETF (in thousands)
|
709,660 | 615,910 | 93,750 | 15.2 | % | 2,053,729 | 1,674,370 | 379,359 | 22.7 | % | |||||||||||||||||||||||||||||||||||||
|
Average daily volume ("ADV")(1):
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Market ADV - Equity and ETF (in thousands)(1)
|
63,810 | 55,840 | 7,970 | 14.3 | % | 64,327 | 53,989 | 10,338 | 19.1 | % | |||||||||||||||||||||||||||||||||||||
|
MIH ADV - Equity and ETF (in thousands)(1)
|
11,088 | 9,624 | 1,464 | 15.2 | % | 10,983 | 9,002 | 1,981 | 22.0 | % | |||||||||||||||||||||||||||||||||||||
|
MIH market share
|
17.4 | % | 17.2 | % | 0.2 pts | 1.2 | % | 17.1 | % | 16.7 | % | 0.4 pts | 2.4 | % | |||||||||||||||||||||||||||||||||
|
Total Options revenue per contract ("RPC")(2)
|
$0.098 | $0.103 | $(0.005) | (4.9) | % | $0.110 | $0.108 | $0.002 | 1.9 | % | |||||||||||||||||||||||||||||||||||||
| U.S. Equities: | |||||||||||||||||||||||||||||||||||||||||||||||
|
Number of trading days
|
64 | 64 | - | - | % | 187 | 186 | 1 | 0.5 | % | |||||||||||||||||||||||||||||||||||||
| Total shares: | |||||||||||||||||||||||||||||||||||||||||||||||
|
Market shares (in millions)
|
1,084,303 | 1,125,194 | (40,891) | (3.6) | % | 3,556,467 | 3,206,789 | 349,678 | 10.9 | % | |||||||||||||||||||||||||||||||||||||
| MIH shares (in millions) | 7,085 | 12,058 | (4,973) | (41.2) | % | 29,393 | 34,708 | (5,315) | (15.3) | % | |||||||||||||||||||||||||||||||||||||
|
ADV(1):
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Market ADV (in millions)(1)
|
16,942 | 17,581 | (639) | (3.6) | % | 19,019 | 17,241 | 1,778 | 10.3 | % | |||||||||||||||||||||||||||||||||||||
|
MIH ADV (in millions)(1)
|
111 | 188 | (77) | (41.0) | % | 157 | 187 | (30) | (16.0) | % | |||||||||||||||||||||||||||||||||||||
| MIH market share | 0.7 | % | 1.1 | % | (0.4) pts | (36.4) | % | 0.8 | % | 1.1 | % | (0.3) pts | (27.3) | % | |||||||||||||||||||||||||||||||||
|
Equities capture (per 100 shares)(defined below)(3)
|
$0.011 | $(0.015) | $0.026 | * | $0.004 | $(0.016) | $0.020 | * | |||||||||||||||||||||||||||||||||||||||
| Futures: | |||||||||||||||||||||||||||||||||||||||||||||||
| Agricultural: | |||||||||||||||||||||||||||||||||||||||||||||||
| Number of trading days | 64 | 64 | - | - | % | 187 | 187 | - | - | % | |||||||||||||||||||||||||||||||||||||
| Agricultural products total contracts | 731,384 | 513,406 | 217,978 | 42.5 | % | 2,194,520 | 2,736,313 | (541,793) | (19.8) | % | |||||||||||||||||||||||||||||||||||||
|
Agricultural products ADV(1)
|
11,428 | 8,022 | 3,406 | 42.5 | % | 11,735 | 14,633 | (2,898) | (19.8) | % | |||||||||||||||||||||||||||||||||||||
|
Agricultural products RPC(2)
|
$2.323 | $2.369 | $(0.046) | (1.9) | % | $2.198 | $2.233 | $(0.035) | (1.6) | % | |||||||||||||||||||||||||||||||||||||
| Financial: | |||||||||||||||||||||||||||||||||||||||||||||||
|
Number of trading days from launch(4)
|
64 | na | na | na | 94 | na | na | na | |||||||||||||||||||||||||||||||||||||||
| Financial products total contracts | 171,702 | na | na | na | 410,185 | na | na | na | |||||||||||||||||||||||||||||||||||||||
|
Financial products ADV(4)
|
2,683 | na | na | na | 4,364 | na | na | na | |||||||||||||||||||||||||||||||||||||||
|
Financial products RPC(2)
|
$(1.428) | na | na | na | $(1.624) | na | na | na | |||||||||||||||||||||||||||||||||||||||
| International: | |||||||||||||||||||||||||||||||||||||||||||||||
| Total listed securities (period end) | 6,092 | 5,808 | 284 | 4.9 | % | 6,092 | 5,808 | 284 | 4.9 | % | |||||||||||||||||||||||||||||||||||||
__________________
*Percentage calculation is not meaningful.
(1)ADV is calculated as total contracts or shares for the period divided by total trading days for the period.
(2)RPC represents transaction and clearing fees less liquidity payments, brokerage, clearing and exchange fees and Section 31 fees (Net Transaction Fees), divided by total contracts traded during the period.
(3)Equities capture per one hundred shares refers to 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.
(4)Financial futures launched on May 17 (trade date May 18). Accordingly, ADV is calculated as total contracts for the period divided by total trading days for the period beginning on May 18.
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.
Three Months Ended September 30, 2026
We believe the growth in Options Market ADV for the three months ended September 30, 2026 compared to the prior period of 14.3% 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.
U.S. Equities Market ADV for the three months ended September 30, 2026 compared to the prior period decreased 3.6%.
Our Options market share for the three months ended September 30, 2026 compared to the prior period increased to 17.4% from 17.2%. Our Options revenue per contract decreased 4.9% for the three months ended September 30, 2026 compared to the prior period primarily due to changes in product mix and fee changes.
Our U.S. Equities market share for the three months ended September 30, 2026 compared to the prior period decreased to 0.7% from 1.1%. Our Equities capture was $0.011 per 100 shares for the three months ended September 30, 2026 compared to $(0.015) in the prior period where liquidity payments exceeded transaction revenues. The change was primarily due to pricing changes and changes in product and customer mix.
Futures agricultural products ADV for the three months ended September 30, 2026 compared to the prior period increased 42.5% due to higher volatility. Futures agricultural revenue per contract decreased 1.9%.
Futures financial products launched on May 17, 2026 with a trade date of May 18, 2026. Revenue per contract is currently inverted as we have introduced incentive programs that promote liquid markets to attract market participants.
Nine Months Ended September 30, 2026
We believe the growth in Options Market ADV for the nine months ended September 30, 2026 compared to the prior period of 19.1% 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 nine months ended September 30, 2026 compared to the prior period of 10.3% is due to similar trends as seen in the Options Market.
Our Options market share for the nine months ended September 30, 2026 compared to the prior period increased to 17.1% from 16.7%. Our Options revenue per contract increased 1.9% for the nine months ended September 30, 2026 compared to the prior period primarily due to changes in product mix, partially offset by pricing changes.
Our U.S. Equities market share for the nine months ended September 30, 2026 compared to the prior period decreased to 0.8% from 1.1%. Our Equities capture at $0.004 per 100 shares was positive for the nine months ended September 30, 2026 compared to $(0.016) in the prior period where liquidity payments exceeded transaction revenues. The change was primarily due to pricing changes.
Futures agricultural products ADV for the nine months ended September 30, 2026 compared to the prior period decreased 19.8% due to lower volatility and participant migration timing to MIAX Futures Onyx. Futures agricultural revenue per contract decreased 1.6%.
Futures financial products launched on May 17, 2026 with a trade date of May 18, 2026. Revenue per contract is currently inverted as we have introduced incentive programs that promote liquid markets to attract market participants.
Revenues
Total revenues for the three months ended September 30, 2026 increased $36.4 million, or 10.7%, compared to the prior period primarily due to:
•$23.1 million increase in Section 31 fees due to a higher average rate as Section 31 fees were temporarily paused in the three months ended September 30, 2025.
•$10.8 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 14.3% increase in Options market contracts and a 1.2% increase in MIH Options market share, partially offset by a 9.4% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$9.6 million increase in Options access fees primarily due to increases in member connections, and 2026 fee increases.
•$3.9 million increase in Futures transaction and clearings fees primarily due to higher clearing revenue from Dorman Trading.
•$3.2 million increase in Options market data fees primarily due to new product offerings and fee increases.
•$14.1 million decrease in Equities transaction and clearing fees excluding Section 31 revenue primarily as a result of a 36.4% decrease in MIAX Pearl Equities market share and a 5.2% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
Total revenues for the nine months ended September 30, 2026 increased $138.9 million, or 14.0%, compared to the prior period primarily due to:
•$93.0 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 19.8% increase in Options market contracts, and a 2.4% increase in MIH Options market share, partially offset by a 7.5% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$26.9 million increase in Options access fees primarily due to increases in member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$10.8 million increase in Section 31 fees primarily due to a higher average rate and increased volume. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
•$8.9 million increase in the International segment primarily due to the TISE Acquisition in June 2025.
•$8.6 million increase in Options market data fees primarily due to new product offerings and fee increases.
•$5.0 million increase in Futures transaction and clearing fees primarily due to higher clearing revenue from Dorman Trading.
•$13.3 million decrease in Equities transaction and clearing fees excluding Section 31 revenue primarily as a result of a 27.3% decrease in MIAX Pearl Equities market share.
The following summarizes changes in revenues for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
Nine Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Transaction and clearing fees | $ | 316,420 | $ | 292,814 | $ | 23,606 | 8.1 | % | $ | 963,714 | $ | 868,257 | $ | 95,457 | 11.0 | % | |||||||||||||||||||||||||||||||
| Access fees | 36,949 | 27,096 | 9,853 | 36.4 | % | 105,247 | 77,285 | 27,962 | 36.2 | % | |||||||||||||||||||||||||||||||||||||
| Market data fees | 13,877 | 10,730 | 3,147 | 29.3 | % | 39,038 | 30,625 | 8,413 | 27.5 | % | |||||||||||||||||||||||||||||||||||||
| Other revenue | 8,937 | 9,138 | (201) | (2.2) | % | 25,503 | 18,472 | 7,031 | 38.1 | % | |||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 376,183 | $ | 339,778 | $ | 36,405 | 10.7 | % | $ | 1,133,502 | $ | 994,639 | $ | 138,863 | 14.0 | % | |||||||||||||||||||||||||||||||
Transaction and Clearing Fees
The following table presents transaction and clearing fees by operating segment for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
Nine Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 274,261 | $ | 245,406 | $ | 28,855 | 11.8 | % | $ | 817,720 | $ | 712,330 | $ | 105,390 | 14.8 | % | |||||||||||||||||||||||||||||||
| Equities | 22,788 | 31,899 | (9,111) | (28.6) | % | 85,633 | 100,545 | (14,912) | (14.8) | % | |||||||||||||||||||||||||||||||||||||
| Futures | 19,300 | 15,424 | 3,876 | 25.1 | % | 60,164 | 55,184 | 4,980 | 9.0 | % | |||||||||||||||||||||||||||||||||||||
| International | 71 | 85 | (14) | (16.5) | % | 197 | 198 | (1) | (0.5) | % | |||||||||||||||||||||||||||||||||||||
| Total transaction and clearing fees | $ | 316,420 | $ | 292,814 | $ | 23,606 | 8.1 | % | $ | 963,714 | $ | 868,257 | $ | 95,457 | 11.0 | % | |||||||||||||||||||||||||||||||
Transaction and clearing fees increased $23.6 million, or 8.1%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$23.1 million increase in Section 31 fees due to a higher average rate as Section 31 fees were temporarily paused in the three months ended September 30, 2025.
•$10.8 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 14.3% increase in Options market contracts and a 1.2% increase in MIH Options market share, partially offset by a 9.4% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$3.9 million increase in Futures transaction and clearing fees primarily due to higher clearing revenue from Dorman Trading.
•$14.1 million decrease in Equities transaction and clearing fees excluding Section 31 revenue as a result of a 36.4% decrease in MIAX Pearl Equities market share and a 5.2% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
Transaction and clearing fees increased $95.5 million, or 11.0%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$93.0 million increase in Options transaction and clearing fees excluding Section 31 revenue primarily as a result of a 19.8% increase in Options market contracts, and a 2.4% increase in MIH Options market share, partially offset by a 7.5% decrease in transaction and clearing fees excluding Section 31 fees revenue per contract.
•$10.8 million increase in Section 31 fees primarily due to a higher average rate and increased volume. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
•$5.0 million increase in Futures transaction and clearing fees primarily due to higher clearing revenue from Dorman Trading.
•$13.3 million decrease in Equities transaction and clearing fees excluding Section 31 revenue primarily as a result of a 27.3% decrease in MIAX Pearl Equities market share.
Access Fees
Access fees increased $9.9 million, or 36.4%, for the three months ended September 30, 2026 compared to the same period in 2025, and $28.0 million, or 36.2%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
Market Data Fees
Market data fees increased $3.1 million, or 29.3%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.0 million increase due to ad-hoc historical market data sales.
•$1.2 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.3 million increase due to higher OPRA.
•$0.4 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Market data fees increased $8.4 million, or 27.5%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$6.5 million increase due to ad-hoc historical market data sales.
•$3.6 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.3 million decrease due to lower OPRA.
•$1.3 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 decreased $0.2 million or 2.2% for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$1.1 million decrease due to lower member fines.
•$0.3 million increase in interest income.
•$0.6 million increase in the International segment primarily due to an increase in listed securities.
Other revenue increased $7.0 million or 38.1% for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$8.9 million increase in the International segment primarily due to the TISE Acquisition in June 2025.
•$1.3 million decrease due to lower member fines.
Cost of Revenues
Cost of revenues increased $14.9 million, or 6.5%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$23.0 million increase in Section 31 fees due to a higher average rate as Section 31 fees were temporarily paused in the three months ended September 30, 2025.
•$4.4 million increase in Options liquidity payments primarily driven by a 14.3% increase in Options market contracts and a 1.2% increase in MIH Options market share, partially offset by an 11.1% decrease in Options liquidity payments cost of revenue per contract.
•$4.2 million increase in Futures cost of revenues primarily due to higher Dorman Trading related fees.
•$16.6 million decrease in Equities liquidity payments primarily driven by a 36.4% decrease in MIAX Pearl Equities market share, and a 14.3% decrease in MIAX Pearl Equities liquidity capture.
Cost of revenues increased $44.2 million, or 6.4%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$47.0 million increase in Options liquidity payments primarily driven by a 19.8% increase in Options market contracts, and a 2.4% increase in MIH Options market share, partially offset by a 10.9% decrease in Options liquidity payments cost of revenue per contract.
•$10.8 million increase in Section 31 fees primarily due to a higher average rate and increased volume. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
•$6.4 million increase in Futures cost of revenues primarily due to higher Dorman Trading related fees.
•$20.0 million decrease in Equities liquidity payments primarily driven by a 27.3% decrease in MIAX Pearl Equities market share, and a 7.5% decrease in MIAX Pearl Equities liquidity capture.
The following summarizes changes in cost of revenues for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended September 30, |
Increase/
(Decrease)
|
Percent Change |
Nine Months Ended September 30, |
Increase/
(Decrease)
|
Percent Change |
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
|
Liquidity payments
|
$ | 206,313 | $ | 217,286 | $ | (10,973) | (5.1) | % | $ | 636,472 | $ | 606,983 | $ | 29,489 | 4.9 | % | |||||||||||||||||||||||||||||||
|
Brokerage, clearing and exchange fees
|
14,212 | 11,612 | 2,600 | 22.4 | % | 45,849 | 42,547 | 3,302 | 7.8 | % | |||||||||||||||||||||||||||||||||||||
|
Section 31 fees
|
23,028 | - | 23,028 | * | 46,004 | 35,225 | 10,779 | 30.6 | % | ||||||||||||||||||||||||||||||||||||||
|
Other cost of revenues
|
1,621 | 1,397 | 224 | 16.0 | % | 4,462 | 3,855 | 607 | 15.7 | % | |||||||||||||||||||||||||||||||||||||
|
Total cost of revenues
|
$ | 245,174 | $ | 230,295 | $ | 14,879 | 6.5 | % | $ | 732,787 | $ | 688,610 | $ | 44,177 | 6.4 | % | |||||||||||||||||||||||||||||||
Liquidity Payments
The following table presents liquidity payments by operating segment for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended
September 30,
|
Increase/
(Decrease)
|
Percent Change |
Nine Months Ended September 30,
|
Increase/
(Decrease)
|
Percent Change |
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 185,334 | $ | 180,950 | $ | 4,384 | 2.4 | % | $ | 552,473 | $ | 505,517 | $ | 46,956 | 9.3 | % | |||||||||||||||||||||||||||||||
| Equities | 16,862 | 33,470 | (16,608) | (49.6) | % | 72,299 | 92,315 | (20,016) | (21.7) | % | |||||||||||||||||||||||||||||||||||||
| Futures | 4,117 | 2,866 | 1,251 | 43.6 | % | 11,700 | 9,151 | 2,549 | 27.9 | % | |||||||||||||||||||||||||||||||||||||
| Total liquidity payments | $ | 206,313 | $ | 217,286 | $ | (10,973) | (5.1) | % | $ | 636,472 | $ | 606,983 | $ | 29,489 | 4.9 | % | |||||||||||||||||||||||||||||||
Liquidity payments decreased $11.0 million, or 5.1%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$16.6 million decrease in Equities liquidity payments primarily driven by a 36.4% decrease in MIAX Pearl Equities market share, and a 14.3% decrease in MIAX Pearl Equities liquidity capture.
•$1.3 million increase in Futures liquidity payments primarily due to higher Dorman Trading rebates.
•$4.4 million increase in Options liquidity payments primarily driven by a 14.3% increase in Options market contracts and a 1.2% increase in MIH Options market share, partially offset by an 11.1% decrease in Options liquidity payments cost of revenue per contract.
Liquidity payments increased $29.5 million, or 4.9%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$47.0 million increase in Options liquidity payments primarily driven by a 19.8% increase in Options market contracts, and a 2.4% increase in MIH Options market share, partially offset by a 10.9% decrease in Options liquidity payments cost of revenue per contract.
•$2.5 million increase in Futures liquidity payments due to increased Dorman trading rebates as well as increased rebates at the MIAX Futures Exchange primarily due to the launch of futures financial products in May 2026 where we have introduced incentive programs that promote liquid markets to attract market participants.
•$20.0 million decrease in Equities liquidity payments primarily driven by a 27.3% decrease in MIAX Pearl Equities market share, and a 7.5% decrease in MIAX Pearl Equities liquidity capture.
Brokerage, Clearing and Exchange Fees
Brokerage, clearing and exchange fees increased $2.6 million, or 22.4%, for the three months ended September 30, 2026 compared to the same period in 2025 primarily due to a $2.4 million increase in clearing fees for Dorman Trading.
Brokerage, clearing and exchange fees increased $3.3 million, or 7.8%, for the nine months ended September 30, 2026 compared to the same period in 2025 primarily due to:
•$4.4 million increase in clearing fees for Dorman Trading.
•$0.8 million increase in the Options segment.
•$1.8 million decrease in the Futures segment due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
Section 31 Fees
Section 31 fees increased $23.0 million, or 100.0%, for the three months ended September 30, 2026 compared to the same period in 2025, as Section 31 fees were temporarily paused in the three months ended September 30, 2025.
Section 31 fees increased $10.8 million, or 30.6%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to a higher average rate and increased volume. The rate was temporarily reduced from $27.80 per million for covered sales to $0.00 per million for covered sales beginning on May 14, 2025. On April 4, 2026, the new fee rates were set at $20.60 per million for covered sales.
Other Cost of Revenues
Other cost of revenues increased $0.2 million, or 16.0% for the three months ended September 30, 2026 compared to the same period in 2025, and $0.6 million, or 15.7%, for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to increased pass-through expenses.
Revenues Less Cost of Revenues
Revenues less cost of revenues increased $21.5 million, or 19.7%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$9.9 million increase in access fees primarily due to increased member connections, and 2026 fee increases.
•$6.2 million increase in Options transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees ("Net Transaction Fees") primarily due to a 14.3% increase in Options market contracts, and a 1.2% increase in MIH Options market share, partially offset by a 4.9% decrease in revenue per contract.
•$3.1 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings.
•$2.5 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes and changes in product and customer mix, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
Revenues less cost of revenues increased $94.7 million, or 30.9%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$45.3 million increase in Options net transaction fees primarily due to a 19.8% increase in Options market contracts, a 2.4% increase in MIH Options market share, and a 1.9% increase in revenue per contract,.
•$28.0 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$8.4 million increase in market data fees primarily due to increased proprietary market data from fee increases and new product offerings.
•$7.0 million increase in other revenue primarily due to the TISE Acquisition in June 2025.
•$6.8 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes and changes in product and customer mix, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
The following summarizes the components of revenues less cost of revenues for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
Nine Months Ended September 30, |
Increase/ (Decrease) |
Percent
Change
|
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
|
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange, and Section 31 fees
|
$ | 72,867 | $ | 63,916 | $ | 8,951 | 14.0 | % | $ | 235,389 | $ | 183,502 | $ | 51,887 | 28.3 | % | |||||||||||||||||||||||||||||||
|
Access fees
|
36,949 | 27,096 | 9,853 | 36.4 | % | 105,247 | 77,285 | 27,962 | 36.2 | % | |||||||||||||||||||||||||||||||||||||
|
Market data fees
|
13,877 | 10,730 | 3,147 | 29.3 | % | 39,038 | 30,625 | 8,413 | 27.5 | % | |||||||||||||||||||||||||||||||||||||
|
Other revenue
|
8,937 | 9,138 | (201) | (2.2) | % | 25,503 | 18,472 | 7,031 | 38.1 | % | |||||||||||||||||||||||||||||||||||||
|
Other cost of revenues
|
(1,621) | (1,397) | (224) | * | (4,462) | (3,855) | (607) | * | |||||||||||||||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 131,009 | $ | 109,483 | $ | 21,526 | 19.7 | % | $ | 400,715 | $ | 306,029 | $ | 94,686 | 30.9 | % | |||||||||||||||||||||||||||||||
__________________
*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 increased $9.0 million, or 14.0%, for the three months ended September 30, 2026, compared to the same period in 2025, primarily due to:
•$6.2 million increase in Options net transaction fees due to a 14.3% increase in Options market contracts, and a 1.2% increase in MIH Options market share, partially offset by a 4.9% decrease in revenue per contract.
•$2.5 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes and changes in product and customer mix, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
Transaction and clearing fees less liquidity payments, brokerage, clearing, exchange and Section 31 fees increased $51.9 million, or 28.3%, for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to:
•$45.3 million increase in Options net transaction fees due to a 19.8% increase in Options market contracts, a 2.4% increase in MIH Options market share, and a 1.9% increase in revenue per contract.
•$6.8 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
Access Fees
Access fees increased $9.9 million, or 36.4%, for the three months ended September 30, 2026 compared to the same period in 2025, and $28.0 million, or 36.2%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
Market Data Fees
Market data fees increased $3.1 million, or 29.3%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.0 million increase due to ad-hoc historical market data sales.
•$1.2 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.3 million increase due to higher OPRA.
•$0.4 million decrease from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
Market data fees increased $8.4 million, or 27.5%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$6.5 million increase due to ad-hoc historical market data sales.
•$3.6 million increase in proprietary market data primarily due to fee increases and new product offerings.
•$0.3 million decrease due to lower OPRA.
•$1.3 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 decreased $0.2 million or 2.2% for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$1.1 million decrease due to lower member fines.
•$0.3 million increase in interest income.
•$0.6 million increase in the International segment primarily due to an increase in listed securities.
Other revenue increased $7.0 million or 38.1% for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$8.9 million increase in the International segment primarily due to the TISE Acquisition in June 2025.
•$1.3 million decrease due to lower member fines.
Other Cost of Revenues
Other cost of revenues increased $0.2 million, or 16.0% for the three months ended September 30, 2026 compared to the same period in 2025, and $0.6 million, or 15.7%, for the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to increased pass-through expenses.
Operating Expenses
Total operating expenses for the three months ended September 30, 2026 compared to the same period in 2025 decreased $26.0 million, or 23.7%, primarily due to decreased compensation and benefits related to the IPO in 2025, and a 2025 impairment for owned land and building, partially offset by a higher professional fees and outside services primarily due to a provision for notes receivable.
Total operating expenses for the nine months ended September 30, 2026 compared to the same period in 2025 increased $23.0 million, or 9.0%, primarily due to increased litigation including a litigation settlement, higher CAT related expenses due to provision for notes receivable, higher information technology expenses, and increased marketing expenses. These were partially offset by decreased compensation and benefits primarily due to the IPO, a 2025 impairment for owned land and building, and lower acquisition-related costs.
The following summarizes the components of operating expenses for the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 (in thousands, except percentages):
|
Three Months Ended
September 30,
|
Increase/ (Decrease) |
Percent
Change
|
Nine Months Ended
September 30,
|
Increase/ (Decrease) |
Percent
Change
|
||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Operating Expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 40,286 | $ | 68,753 | $ | (28,467) | (41.4) | % | $ | 125,642 | $ | 146,734 | $ | (21,092) | (14.4) | % | |||||||||||||||||||||||||||||||
| Information technology and communication costs | 9,601 | 9,290 | 311 | 3.3 | % | 29,286 | 25,689 | 3,597 | 14.0 | % | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 9,453 | 8,229 | 1,224 | 14.9 | % | 26,319 | 21,337 | 4,982 | 23.3 | % | |||||||||||||||||||||||||||||||||||||
| Occupancy costs | 2,938 | 3,568 | (630) | (17.7) | % | 9,158 | 9,018 | 140 | 1.6 | % | |||||||||||||||||||||||||||||||||||||
| Professional fees and outside services | 15,386 | 10,807 | 4,579 | 42.4 | % | 38,241 | 30,159 | 8,082 | 26.8 | % | |||||||||||||||||||||||||||||||||||||
| Marketing and business development | 1,249 | 759 | 490 | 64.6 | % | 5,409 | 2,077 | 3,332 | 160.4 | % | |||||||||||||||||||||||||||||||||||||
| Acquisition-related costs | - | - | - | - | - | 2,901 | (2,901) | (100.0) | % | ||||||||||||||||||||||||||||||||||||||
| Litigation settlement | - | - | - | - | 30,000 | - | 30,000 | 100.0 | % | ||||||||||||||||||||||||||||||||||||||
| General, administrative, and other | 4,892 | 8,382 | (3,490) | (41.6) | % | 15,691 | 18,835 | (3,144) | (16.7) | % | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 83,805 | $ | 109,788 | $ | (25,983) | (23.7) | % | $ | 279,746 | $ | 256,750 | $ | 22,996 | 9.0 | % | |||||||||||||||||||||||||||||||
The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands):
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 38,687 | $ | 9,534 | $ | 17,143 | $ | 4,794 | $ | 13,647 | $ | 83,805 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(3,086) | (669) | (1,515) | (234) | (880) | (6,384) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (210) | (210) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
- | - | (90) | (150) | (705) | (945) | |||||||||||||||||||||||||||||
| Total share-based compensation | (3,086) | (669) | (1,605) | (384) | (1,795) | (7,539) | |||||||||||||||||||||||||||||
| Provision for notes receivable- Professional fees and outside services | (4,694) | (1,574) | - | - | - | (6,268) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (188) | - | - | - | (63) | (251) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (4,626) | (1,601) | (2,087) | (521) | (618) | (9,453) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 26,093 | $ | 5,690 | $ | 13,451 | $ | 3,889 | $ | 11,171 | $ | 60,294 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $1.3 million in stock options, $0.5 million in restricted stock awards, and $1.2 million in restricted stock units. The Equities segment includes $0.3 million in stock options, $0.2 million in restricted stock awards, and $0.3 million in restricted stock units. The Futures segment includes $0.8 million in stock options, $0.2 million in restricted stock awards, and $0.6 million in restricted stock units. The International segment includes $0.1 million in stock options, less than $0.1 million in restricted stock awards, and $0.1 million restricted stock units. The Corporate / Other segment includes $0.4 million in stock options, $0.1 million in restricted stock awards, and $0.4 million in restricted stock units.
(2)The Corporate / Other segment includes $0.2 million in stock options, and less than $0.1 million in both restricted stock units, and warrants.
(3)The Futures segment includes $0.1 million in stock options. The International segment includes $0.2 million in stock options. The Corporate / Other segment includes $0.7 million in restricted stock units.
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 43,135 | $ | 9,210 | $ | 23,322 | $ | 4,750 | $ | 29,371 | $ | 109,788 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(13,322) | (2,399) | (7,103) | (511) | (4,481) | (27,816) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (909) | (909) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
- | - | - | - | (373) | (373) | |||||||||||||||||||||||||||||
| Total share-based compensation | (13,322) | (2,399) | (7,103) | (511) | (5,763) | (29,098) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (608) | - | - | - | (203) | (811) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | - | - | - | - | (1,978) | (1,978) | |||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (3,826) | (1,570) | (1,692) | (435) | (706) | (8,229) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 25,379 | $ | 5,241 | $ | 14,527 | $ | 3,804 | $ | 12,673 | $ | 61,624 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $0.9 million in stock options, and $12.4 million in restricted stock awards. The Equities segment includes $0.2 million in stock options, and $2.2 million in restricted stock awards. The Futures segment includes $1.7 million in stock options, and $5.4 million in restricted stock awards. The International segment includes $0.1 million in stock options, and $0.4 million in restricted stock awards. The Corporate / Other segment includes $0.3 million in stock options, and $4.1 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.2 million in stock options, $0.4 million in restricted stock awards, and $0.3 million in warrants.
(3)The Corporate / Other segment includes $0.3 million in stock options, and $0.1 million in restricted stock awards.
The following is a reconciliation of operating expenses to adjusted operating expenses by segment (in thousands):
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 136,614 | $ | 25,130 | $ | 52,004 | $ | 13,825 | $ | 52,173 | $ | 279,746 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(9,710) | (2,106) | (4,518) | (601) | (2,873) | (19,808) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (866) | (866) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
- | - | (300) | (427) | (2,101) | (2,828) | |||||||||||||||||||||||||||||
| Total share-based compensation | (9,710) | (2,106) | (4,818) | (1,028) | (5,840) | (23,502) | |||||||||||||||||||||||||||||
| Provision for notes receivable- Professional fees and outside services | (4,694) | (1,574) | - | - | - | (6,268) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (4,527) | - | - | - | (1,509) | (6,036) | |||||||||||||||||||||||||||||
| Litigation settlement | (22,500) | - | - | - | (7,500) | (30,000) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (13,446) | (3,963) | (5,450) | (1,507) | (1,953) | (26,319) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 81,737 | $ | 17,487 | $ | 41,736 | $ | 11,290 | $ | 35,371 | $ | 187,621 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $4.4 million in stock options, $3.9 million in restricted stock awards, and $1.4 million in restricted stock units. The Equities segment includes $0.9 million in stock options, $0.9 million in restricted stock awards, and $0.3 million in restricted stock units. The Futures segment includes $2.4 million in stock options, $1.4 million in restricted stock awards, and $0.7 million in restricted stock units. The International segment includes $0.4 million in stock options, $0.1 million in restricted stock awards, and $0.1 million in restricted stock units. The Corporate / Other segment includes $1.3 million in stock options, $1.2 million in restricted stock awards, and $0.4 million in restricted stock units.
(2)The Corporate / Other segment includes $0.6 million in stock options, $0.2 million in restricted stock awards, less than $0.1 million in restricted stock units, and $0.1 million in warrants.
(3)The Futures segment includes $0.3 million in stock options, and less than $0.1 million in restricted stock awards. The International segment includes $0.4 million in stock options. The Corporate / Other segment includes $2.1 million in restricted stock units.
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Options | Equities | Futures | International | Corporate / Other | Total | ||||||||||||||||||||||||||||||
| Total operating expenses | $ | 107,348 | $ | 24,340 | $ | 58,275 | $ | 10,472 | $ | 56,315 | $ | 256,750 | |||||||||||||||||||||||
|
Share-based compensation - Compensation and benefits(1)
|
(20,906) | (3,832) | (12,531) | (900) | (6,568) | (44,737) | |||||||||||||||||||||||||||||
|
Share-based compensation - Professional fees and outside services(2)
|
- | - | - | - | (2,154) | (2,154) | |||||||||||||||||||||||||||||
|
Share-based compensation - General, administrative, and other(3)
|
- | - | (157) | (77) | (882) | (1,116) | |||||||||||||||||||||||||||||
| Total share-based compensation | (20,906) | (3,832) | (12,688) | (977) | (9,604) | (48,007) | |||||||||||||||||||||||||||||
| Litigation - Professional fees and outside services | (2,015) | - | - | - | (672) | (2,687) | |||||||||||||||||||||||||||||
| Depreciation and amortization | (10,293) | (4,610) | (3,655) | (1,038) | (1,741) | (21,337) | |||||||||||||||||||||||||||||
| Impairment of long-lived assets - General, administrative, and other | - | - | - | - | (2,717) | (2,717) | |||||||||||||||||||||||||||||
| 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) | |||||||||||||||||||||||||||||
| Acquisition-related costs | - | - | - | - | (2,901) | (2,901) | |||||||||||||||||||||||||||||
| Total adjusted operating expenses | $ | 74,134 | $ | 15,898 | $ | 41,932 | $ | 8,457 | $ | 30,632 | $ | 171,053 | |||||||||||||||||||||||
__________________
(1)The Options segment includes $2.4 million in stock options, and $18.5 million in restricted stock awards. The Equities segment includes $0.4 million in stock options, and $3.4 million in restricted stock awards. The Futures segment includes $4.2 million in stock options, and $8.3 million in restricted stock awards. The International segment includes $0.2 million in stock options, and $0.7 million in restricted stock awards. The Corporate / Other segment includes $0.7 million in stock options, and $5.8 million in restricted stock awards.
(2)The Corporate / Other segment includes $0.5 million in stock options, $0.7 million in restricted stock awards, and $1.0 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 $0.6 million in stock options, and $0.2 million in restricted stock awards.
Compensation and Benefits
Compensation and benefits decreased $28.5 million, or 41.4%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$21.8 million decrease in share-based compensation primarily due to 2025 acceleration of vesting upon the IPO, and lower amortization due to fully vested prior year grants, partially offset by new grants.
•$6.8 million decrease due to one-time IPO bonuses paid in 2025 to certain employees.
Compensation and benefits decreased $21.1 million, or 14.4%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$25.5 million decrease in share-based compensation primarily due to 2025 acceleration of vesting upon the IPO, and lower amortization due to fully vested prior year grants, partially offset by new grants.
•$6.8 million decrease due to one-time IPO bonuses paid in 2025 to certain employees.
•$1.5 million increase due to lower internally developed software.
•$2.7 million increase in benefits and taxes primarily related to increased share-based compensation related taxes and higher headcount.
•$3.3 million increase in cash bonuses primarily driven by increased headcount and higher profitability.
•$3.6 million increase in salaries primarily driven by higher headcount and merit increases.
Information Technology and Communication Costs
Information technology and communication costs increased $0.3 million, or 3.3%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due higher general IT expenses including software and hardware maintenance costs.
Information technology and communication costs increased $3.6 million, or 14.0%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.1 million increase in software and hardware maintenance costs primarily due to the buildout of the MIAX Sapphire exchange and the MIAX Futures Onyx and BSX trading platforms.
•$1.0 million increase in other general IT costs.
•$0.5 million increase for data center costs primarily due to additional space needed.
Depreciation and Amortization
Depreciation and amortization increased $1.2 million, or 14.9% for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$3.1 million increase resulting from capital spending including the launch of the MIAX Sapphire trading floor, and the MIAX Futures Onyx trading platform, as well as increased trading system and business system capacity growth and new functionality.
•$1.8 million decrease from certain assets being fully depreciated.
Depreciation and amortization increased $5.0 million, or 23.3% for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$5.9 million increase resulting from capital spending including the launch of the MIAX Sapphire trading floor, and the MIAX Futures Onyx platform, as well as increased trading system and business system capacity growth and new functionality.
•$0.9 million decrease from certain assets being fully depreciated.
Occupancy Costs
Occupancy costs decreased $0.6 million, or 17.7%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to modification of leases.
For the nine months ended September 30, 2026 compared to the same period in 2025, occupancy costs were relatively unchanged.
Professional Fees and Outside Services
Professional fees and outside services costs increased $4.6 million, or 42.4%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$6.3 million increase due to an additional provision for certain CAT costs that are no longer expected to be recoverable.
•$0.8 million increase in audit fees.
•$0.6 million decrease in litigation expenses.
•$0.6 million decrease in consulting expenses.
•$0.4 million decrease in legal expenses.
•$1.0 million decrease in regulatory expenses primarily driven by lower CAT costs.
Professional fees and outside services costs increased $8.1 million, or 26.8%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$6.3 million increase due to an additional provision for certain CAT costs that are no longer expected to be recoverable.
•$3.3 million increase in litigation expenses.
•$1.3 million increase in audit fees.
•$0.9 million increase in legal fees.
•$0.7 million decrease in consulting expenses.
•$2.9 million decrease in regulatory expenses primarily driven by lower CAT costs as invoicing were paused for the majority of the nine months ended September 30, 2026.
Marketing and Business Development
Marketing and business development costs increased $0.5 million, or 64.6%, for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to $0.6 million increase in marketing programs for new financial futures products.
Marketing and business development costs increased $3.3 million, or 160.4%, for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.5 million increase in advertising and promotion, primarily related to the launch of the Company's new nationwide advertising campaign, "Excellence in Every Exchange."
•$0.9 million increase in marketing programs for new financial futures products.
Acquisition-Related Costs
Acquisition-related costs include fees for professional services, and other external costs directly related to the acquisition. There were no acquisition-related costs for the three and nine months ended September 30, 2026, and for the three months ended September 30, 2025. For the nine months ended September 30, 2025, acquisition-related costs of $2.9 million were related to the TISE Acquisition.
Litigation Settlement
Litigation settlement costs of $30.0 million for the nine months ended September 30, 2026 represents amount recognized in connection with a loss contingency related to the Nasdaq matter. See Note 15 - "Commitments and Contingencies - Claims and Litigation" of the notes to condensed consolidated financial statements, for additional information.
General, Administrative, and Other
General, administrative, and other expenses decreased $3.5 million, or 41.6% for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.0 million decrease from owned land and building impairments in 2025.
•$1.2 million decrease in director-related fees primarily related to one time IPO related termination payments to former directors in 2025.
•$0.3 million decrease in other general expenses.
General, administrative, and other expenses decreased $3.1 million, or 16.7% for the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to:
•$2.7 million decrease from owned land and building impairments in 2025.
•$0.4 million decrease in other general expenses.
Operating Income (Loss)
As a result of the items above, operating income was $47.2 million for the three months ended September 30, 2026, compared to an operating loss of $0.3 million for the same period in 2025. For the nine months ended September 30, 2026, operating income was $121.0 million compared to $49.3 million for the same period in 2025.
Change in Fair Value of Puttable Common Stock
The change in fair value of puttable common stock of $(0.3) million for the three months ended September 30, 2025, and $(2.2) million for the nine months ended September 30, 2025, 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 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 $(0.3) million for the three months ended September 30, 2025, and $(1.2) million for the nine months ended September 30, 2025, 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, and were classified as liability.
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 less than $0.1 million for the three months ended September 30, 2026, compared to $3.4 million in the same period in 2025, and $0.1 million for the nine months ended September 30, 2026, compared to $12.7 million in the same period in 2025. 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.
Interest Income
Interest income was $5.9 million for the three months ended September 30, 2026, an increase of $3.3 million or 123.5% compared to the same period in 2025, and $15.6 million for the nine months ended September 30, 2025, an increase of $10.2 million or 190.1% compared to the same period in 2025, both primarily due to a higher average cash balance from proceeds from the IPO and increased cash from operations.
Loss on Sale of Intangible Asset
The loss of $2.1 million for the nine months ended September 30, 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 same period. The loss represents the difference in the carrying value of the asset and the sale proceeds. BSX sold these tokens for $16.2 million, net of expenses incurred.
Unrealized Gain (Loss) on Derivative and Digital Assets
For the three months ended September 30, 2026, the unrealized gain of $9.8 million reflects the aggregate unrealized gain from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network. For the three months ended September 30, 2025, the unrealized gain of $8.0 million represents the unrealized gain on 250 million Pyth tokens that remained locked by the Pyth Network.
For the nine months ended September 30, 2026, the unrealized gain of $6.9 million reflects the aggregate unrealized gain from the mark-to-market valuation of digital assets related to unlocked Pyth tokens and derivative assets related to the 125 million Pyth tokens that remain locked by the Pyth Network. For the nine months ended September 30, 2025, the unrealized loss of $39.0 million represents the unrealized loss on 250 million Pyth tokens that remained locked by the Pyth Network.
Gain on Sale of Business
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. The sale of MIAXdx resulted in a gain of $50.6 million, which was recognized upon closing in January 2026. See Note 6 - "Investments" of the notes to condensed consolidated financial statements, for additional information.
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 three and nine months ended September 30, 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.
Other, Net
For the three months ended September 30, 2026, other income, net of $1.2 million primarily represents an unrealized gain on marketable equity securities. For the three months ended September 30, 2025, other income, net of $(1.6) million primarily represents a warrant modification expense of $1.5 million.
For the nine months ended September 30, 2026, other income, net of $(1.0) million primarily represents an unrealized loss on marketable equity securities of $1.6 million, partially offset by dividend income of $0.5 million. For the nine months ended September 30, 2025, other income, net of $10.8 million primarily represents an $8.6 million gain on the remeasurement of the pre-existing equity interest in TISE, unrealized gain on available for sale marketable equity securities of $1.7 million, dividend income of $1.0 million, foreign currency gain of $0.9 million, partially offset by a warrant modification expense of $1.5 million.
Income (Loss) Before Income Tax Provision
As a result of the above, income before income tax provision was $64.1 million for the three months ended September 30, 2026 compared to a loss of $102.9 million for the same period in 2025. For the nine months ended September 30, 2026, income before income tax provision was $192.9 million as compared to a loss of $99.4 million for the same period in 2025.
Income Tax Provision
There was a tax expense of $11.6 million for the three months ended September 30, 2026 on pre-tax income of $64.1 million, and for the same period a year earlier there was a tax benefit of $0.8 million on pre-tax loss of $102.9 million, resulting in an effective tax rate of 18.1% and 0.8%, respectively. The change in the effective tax rate was mainly due to the existence of a deferred tax valuation allowance in the third quarter of 2025, which was released in the first quarter of 2026, and a discrete tax benefit in the third quarter of 2026 from the vesting of RSAs and the exercise of stock options and warrants at values higher than the grant date book expense previously recognized for financial reporting.
There was a tax benefit of $74.0 million for the nine months ended September 30, 2026 on pre-tax income of $192.9 million, and for the same period a year earlier there was a tax expense of $0.5 million on pre-tax loss of $99.4 million, resulting in an effective tax rate of (38.4)% and (0.5)%, respectively. The change in the effective tax rate was mainly due to the release of the deferred tax valuation allowance in 2026.
Net Income (Loss)
As a result of the items above, net income for the three months ended September 30, 2026 was $52.5 million compared to a net loss of $102.1 million for the same period in 2025. For the nine months ended September 30, 2026, net income was $266.9 million as compared to a net loss of $100.0 million for the same period in 2025.
Segment Operating Results
We report results from our four segments: Options, Equities, Futures, and International. Segment performance is primarily based on revenues less cost of revenues, operating income (loss) 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 | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended
September 30,
|
Percent Change |
Three Months Ended September 30, |
Nine Months Ended
September 30,
|
Percent Change |
Nine Months Ended September 30, |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 317,286 | $ | 276,540 | 14.7 | % | 84.3 | % | 81.4 | % | $ | 939,232 | $ | 799,393 | 17.5 | % | 82.9 | % | 80.4 | % | |||||||||||||||||||||||||||||||||||||||
| Equities | 28,694 | 38,028 | (24.5) | % | 7.6 | % | 11.2 | % | 103,238 | 118,466 | (12.9) | % | 9.1 | % | 11.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Futures | 23,772 | 19,364 | 22.8 | % | 6.3 | % | 5.7 | % | 72,672 | 67,278 | 8.0 | % | 6.4 | % | 6.8 | % | |||||||||||||||||||||||||||||||||||||||||||
| International | 6,139 | 5,533 | 11.0 | % | 1.6 | % | 1.6 | % | 17,527 | 8,650 | 102.6 | % | 1.5 | % | 0.9 | % | |||||||||||||||||||||||||||||||||||||||||||
| Corporate/Other | 292 | 313 | (6.7) | % | 0.1 | % | 0.1 | % | 833 | 852 | (2.2) | % | 0.1 | % | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 376,183 | $ | 339,778 | 10.7 | % | 100.0 | % | 100.0 | % | $ | 1,133,502 | $ | 994,639 | 14.0 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
The following summarizes our total revenues less cost of revenues by segment (in thousands, except percentages):
|
Percentage of Total Revenues Less Cost of Revenues |
Percentage of Total Revenues Less Cost of Revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended
September 30,
|
Percent Change |
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Percent Change |
Nine Months Ended
September 30,
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Options | $ | 112,586 | $ | 94,499 | 19.1 | % | 85.9 | % | 86.3 | % | $ | 348,247 | $ | 268,488 | 29.7 | % | 86.9 | % | 87.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Equities | 6,660 | 4,352 | 53.0 | % | 5.1 | % | 4.0 | % | 18,866 | 12,374 | 52.5 | % | 4.7 | % | 4.0 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Futures | 4,978 | 4,786 | 4.0 | % | 3.8 | % | 4.4 | % | 14,702 | 15,665 | (6.1) | % | 3.7 | % | 5.1 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| International | 6,139 | 5,533 | 11.0 | % | 4.7 | % | 5.1 | % | 17,527 | 8,650 | 102.6 | % | 4.4 | % | 2.8 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Corporate/Other | 646 | 313 | 106.4 | % | 0.5 | % | 0.3 | % | 1,373 | 852 | 61.2 | % | 0.3 | % | 0.3 | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues less cost of revenues | $ | 131,009 | $ | 109,483 | 19.7 | % | 100.0 | % | 100.0 | % | $ | 400,715 | $ | 306,029 | 30.9 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
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):
| Three Months Ended September 30, |
Percent
Change
|
Percentage of Total Revenues |
Nine Months Ended, September 30, |
Percent
Change
|
Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, |
Nine Months Ended, September 30, |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 |
2026
|
2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | $ | 112,586 | $ | 94,499 | 19.1 | % | 35.5 | % | 34.2 | % | $348,247 | $268,488 | 29.7 | % | 37.1 | % | 33.6 | % | |||||||||||||||||||||||||||||||||||||||||
| Operating expenses | 38,687 | 43,135 | (10.3) | % | 12.2 | % | 15.6 | % | 136,614 | 107,348 | 27.3 | % | 14.5 | % | 13.4 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 73,899 | $ | 51,364 | 43.9 | % | 23.3 | % | 18.6 | % | $211,633 | $161,140 | 31.3 | % | 22.5 | % | 20.2 | % | |||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | 86,493 | $ | 69,120 | 25.1 | % | 27.3 | % | 25.0 | % | $266,509 | $194,353 | 37.1 | % | 28.4 | % | 24.3 | % | |||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
76.8 | % | 73.1 | % | 76.5 | % | 72.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
(1)See "Overview" under "Comparison of the Three and Nine Months Ended September 30, 2026 and 2025" 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 revenues less cost of revenues.
Revenues less cost of revenues increased $18.1 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to:
•$9.6 million increase in access fees primarily due to increased member connections, and 2026 fee increases.
•$6.2 million increase in Options net transaction fees due to a 14.3% increase in Options market contracts, and a 1.2% increase in MIH Options market share, partially offset by a 4.9% decrease in revenue per contract.
•$3.2 million increase in market data due to ad-hoc historical market data sales, fee increases and new product offerings, and higher OPRA.
•$0.9 million decrease in other revenue primarily due to lower member fines.
For the three months ended September 30, 2026, operating expenses decreased $4.4 million compared to the three months ended September 30, 2025 primarily due to:
•$8.8 million decrease in compensation and benefits driven by lower share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
•$0.8 million decreases in regulatory fees primarily due to lower CAT costs.
•$0.4 million decrease in litigation expenses.
•$0.4 million decrease in occupancy costs primarily due to modification of leases.
•$0.5 million increase in information technology and communication costs.
•$0.8 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire.
•$4.7 million increase due to an additional provision for certain CAT costs that are no longer expected to be recoverable.
As a result of the items above, operating income increased $22.5 million, or 43.9%, for the three months ended September 30, 2026 compared to the same period in 2025. After adjusting for share-based compensation, provision for notes receivable, and litigation costs, adjusted EBITDA increased $17.4 million, or 25.1%, for the three months ended September 30, 2026 compared to the same period in the prior year.
Revenues less cost of revenues increased $79.8 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to:
•$45.3 million increase in Options net transaction fees due to a 19.8% increase in Options market contracts, a 2.4% increase in MIH Options market share, and a 1.9% increase in revenue per contract.
•$26.9 million increase in access fees primarily due to increased member connections, 2026 fee increases, and the expiration of certain MIAX Sapphire related fee waivers.
•$8.6 million increase in market data primarily due to ad-hoc historical market data sales as well as fee increases and new product offerings, partially offset by lower OPRA.
•$1.0 million decrease in other revenue primarily due to lower member fines.
For the nine months ended September 30, 2026, operating expenses increased $29.3 million compared to the nine months ended September 30, 2025 primarily due to:
•$25.0 million increase in litigation which includes a $22.5 million settlement.
•$4.7 million increase due to an additional provision for certain CAT costs that are no longer expected to be recoverable.
•$3.2 million increase in depreciation and amortization primarily due to the launch of MIAX Sapphire.
•$2.2 million increase in information technology and communication costs.
•$2.1 million decreases in regulatory fees primarily due to lower CAT costs.
•$3.9 million decrease in compensation and benefits driven by lower share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
As a result of the items above, operating income increased $50.5 million, or 31.3%, for the nine months ended September 30, 2026 compared to the same period in 2025. After adjusting for share-based compensation, provision for notes receivable, and litigation costs and settlement, adjusted EBITDA increased $72.2 million, or 37.1%, for the nine months ended September 30, 2026 compared to the same period in the prior year.
Equities
The following summarizes revenues less cost of revenues, operating expenses, operating loss, adjusted EBITDA and adjusted EBITDA margin for our Equities segment (in thousands, except percentages):
| Percentage of Total Revenues | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended, September 30, |
Percent Change |
Three Months Ended, September 30, |
Nine Months Ended, September 30, |
Percent Change |
Nine Months Ended, September 30, |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 6,660 | $ | 4,352 | 53.0 | % | 23.2 | % | 11.4 | % | $ | 18,866 | $ | 12,374 | 52.5 | % | 18.3 | % | 10.4 | % | |||||||||||||||||||||||||||||||||||||||
|
Operating expenses
|
9,534 | 9,210 | 3.5 | % | 33.2 | % | 24.2 | % | 25,130 | 24,340 | 3.2 | % | 24.3 | % | 20.5 | % | |||||||||||||||||||||||||||||||||||||||||||
|
Operating loss
|
$ | (2,874) | $ | (4,858) | * | * | * | $ | (6,264) | $ | (11,966) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | 970 | $ | (889) | * | 3.4 | % | * | $ | 1,379 | $ | (3,524) | * | 1.3 | % | * | |||||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
14.6 | % | * | 7.3 | % | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" under "Comparison of the Three and Nine Months Ended September 30, 2026 and 2025" 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 revenues less cost of revenues.
Revenues less cost of revenues increased $2.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to:
•$2.5 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes and changes in product and customer mix, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
•$0.3 million decrease in market data, primarily from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
For the three months ended September 30, 2026, operating expenses increased $0.3 million compared to the three months ended September 30, 2025 primarily due to:
•$1.3 million increase in professional fees and outside services primarily due to an additional provision for certain CAT costs that are no longer expected to be recoverable.
•$0.8 million decrease in compensation and benefits driven by lower share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
As a result of the items above, there was an operating loss of $2.9 million for the three months ended September 30, 2026 as compared to an operating loss of $4.9 million in the same period in the prior year. After adjusting for share-based compensation and provision for notes receivable, adjusted EBITDA was $1.0 million as compared to $0.9 million loss for the same period in the prior year.
Revenues less cost of revenues increased $6.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to:
•$6.8 million increase in Equities net transaction fees primarily due to positive capture caused by pricing changes and changes in product and customer mix, as compared to negative pricing in the prior year when liquidity payments exceeded transaction revenues.
•$0.6 million increase in access fees.
•$0.9 million decrease in market data, primarily from lower MIAX Pearl Equities quote market share which decreased our share of fees from the U.S. Tape Plans.
For the nine months ended September 30, 2026 compared to the same period in 2025, operating expenses increased $0.8 million primarily due to:
•$0.9 million increase in professional fees and outside services primarily due to an additional provision for certain CAT costs that are no longer expected to be recoverable, partially offset by lower ongoing CAT costs.
•$0.6 million increase in compensation and benefits primarily driven by additional headcount, and higher bonus, partially offset by decreases in share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
•$0.6 million decrease in depreciation costs due to end of life of certain assets.
As a result of the items above, there was an operating loss of $6.3 million for the nine months ended September 30, 2026 as compared to an operating loss of $12.0 million in the same period in the prior year. After adjusting for share-based compensation and provision for notes receivable, adjusted EBITDA was $1.4 million as compared to a $3.5 million loss for the same period in the prior year.
Futures
The following summarizes revenues less cost of revenues, operating expenses, operating loss, adjusted EBITDA and adjusted EBITDA margin for our Futures segment (in thousands, except percentages):
|
Three Months Ended, September 30, |
Percent
Change
|
Percentage of Total Revenues |
Nine Months Ended, September 30, |
Percent
Change
|
Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended, September 30, |
Nine Months Ended, September 30, |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues less cost of revenues | $ | 4,978 | $ | 4,786 | 4.0 | % | 20.9 | % | 24.7 | % | $ | 14,702 | $ | 15,665 | (6.1) | % | 20.2 | % | 23.3 | % | |||||||||||||||||||||||||||||||||||||||
| Operating expenses | 17,143 | 23,322 | (26.5) | % | 72.1 | % | 120.4 | % | 52,004 | 58,275 | (10.8) | % | 71.6 | % | 86.6 | % | |||||||||||||||||||||||||||||||||||||||||||
| Operating loss | $ | (12,165) | $ | (18,536) | * | * | * | $ | (37,302) | $ | (42,610) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | (8,379) | $ | (9,563) | * | * | * | $ | (26,516) | $ | (25,754) | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
* | * | * | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" under "Comparison of the Three and Nine Months Ended September 30, 2026 and 2025" 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 revenues less cost of revenues.
Revenues less cost of revenues increased $0.2 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 primarily due to a $0.5 million increase in net transaction fees from agricultural futures, partially offset by a $0.2 million decrease in financial futures net transaction fees due to inverted financial futures revenue per contract.
For the three months ended September 30, 2026, operating expenses decreased $6.2 million compared to the three months ended September 30, 2025 primarily due to:
•$5.3 million decrease in compensation and benefits excluding MIAXdx, primarily driven by lower share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
•$2.4 million decrease in total operating expenses due to the sale of MIAXdx in January 2026.
•$0.4 million increase in depreciation and amortization excluding the impact of MIAXdx primarily due to the buildout of the new MIAX Futures clearing and trading platform (MIAX Futures Onyx).
•$0.5 million increase in information technology and communication costs excluding the impact of MIAXdx.
•$0.5 million increase in marketing and business development primarily due to marketing programs for new financial futures products.
As a result of the items above, there was an operating loss of $12.2 million for the three months ended September 30, 2026 as compared to an operating loss of $18.5 million in the same period in the prior year. After adjusting for share-based compensation and investment gain or loss, adjusted EBITDA was a loss of $8.4 million as compared to a $9.6 million loss for the same period in the prior year.
Revenues less cost of revenues decreased $1.0 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 due to:
•$0.7 million decrease in non-transaction fees primarily due to the sale of MIAXdx in January 2026.
•$0.2 million decrease in net transaction fees due to a $1.3 million decrease in agricultural futures, and a $0.7 million decrease in financial futures net transaction fees due to inverted financial futures revenue per contract. These decreases were partially offset by $1.8 million lower costs of revenues due to the migration from the CME Globex trading platform to the MIAX Futures Onyx trading platform.
For the nine months ended September 30, 2026, operating expenses decreased $6.3 million compared to the nine months ended September 30, 2025 primarily due to:
•$7.2 million decrease in total operating expenses due to the sale of MIAXdx in January 2026.
•$5.1 million decrease in compensation and benefits excluding MIAXdx, primarily driven by lower share-based compensation primarily due to 2025 acceleration of vesting upon the IPO.
•$1.8 million increase in depreciation and amortization excluding the impact of MIAXdx primarily due to the buildout of the MIAX Futures clearing and trading platform (MIAX Futures Onyx).
•$2.0 million increase in marketing and business development due to increased advertising and marketing programs for new financial futures products.
•$2.6 million increase in information technology and communication costs excluding the impact of MIAXdx.
As a result of the items above, there was an operating loss of $37.3 million for the nine months ended September 30, 2026 as compared to an operating loss of $42.6 million in the same period in the prior year. After adjusting for share-based compensation and investment gain or loss, adjusted EBITDA was a loss of $26.5 million as compared to a $25.8 million loss for the same period in the prior year.
International
The following summarizes revenues less cost of revenues, operating expenses, operating income (loss), adjusted EBITDA and adjusted EBITDA margin for our International segment (in thousands, except percentages):
| Percentage of Total Revenues | Percentage of Total Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Three Months Ended, September 30, |
Percent Change |
Three Months Ended, September 30, |
Nine Months Ended, September 30, |
Percent Change |
Nine Months Ended, September 30, |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Revenues less cost of revenues
|
$ | 6,139 | $ | 5,533 | 11.0 | % | 100.0 | % | 100.0 | % | $ | 17,527 | $ | 8,650 | 102.6 | % | 100.0 | % | 100.0 | % | |||||||||||||||||||||||||||||||||||||||
|
Operating expenses
|
4,794 | 4,750 | 0.9 | % | 78.1 | % | 85.8 | % | 13,825 | 10,472 | 32.0 | % | 78.9 | % | 121.1 | % | |||||||||||||||||||||||||||||||||||||||||||
|
Operating income (loss)
|
$ | 1,345 | $ | 783 | 71.8 | % | 21.9 | % | 14.2 | % | $ | 3,702 | $ | (1,822) | * | 21.1 | % | * | |||||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA(1)
|
$ | 2,250 | $ | 1,729 | 30.1 | % | 36.7 | % | 31.2 | % | $ | 6,237 | $ | 131 | 101.6 | % | 35.6 | % | 1.5 | % | |||||||||||||||||||||||||||||||||||||||
|
Adjusted EBITDA margin(2)
|
36.7 | % | 31.2 | % | 35.6 | % | 1.5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||
__________________
*Not meaningful
(1)See "Overview" under "Comparison of the Three and Nine Months Ended September 30, 2026 and 2025" 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 revenues less cost of revenues.
Revenues less cost of revenues increased $0.6 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to increased total listed securities for TISE.
For the three months ended September 30, 2026, operating expenses were relatively unchanged compared to the three months ended September 30, 2025.
As a result of the items above, operating income increased $0.6 million, or 71.8%, for the three months ended September 30, 2026 compared to the same period in 2025. After adjusting for unrealized gains on Pyth tokens, and share-
based compensation, adjusted EBITDA increased $0.5 million, or 30.1%, for the three months ended September 30, 2026 compared to the same period in the prior year.
Revenues less cost of revenues increased $8.9 million for the nine months ended September 30, 2026 compared to the same period in the prior year, primarily due to the impact of the June 2025 TISE Acquisition.
For the nine months ended September 30, 2026 compared to the same period in 2025, operating expenses increased $3.4 million compared to the nine months ended September 30, 2025 primarily due to the acquisition of TISE in June 2025.
As a result of the items above, there was an operating income of $3.7 million for the nine months ended September 30, 2026 as compared to an operating loss of $1.8 million in the same period in the prior year. After adjusting for realized and unrealized gains and losses on Pyth tokens, and share-based compensation, adjusted EBITDA was $6.2 million as compared to $0.1 million 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 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 nine months ended September 30, 2026 and 2025 (in thousands):
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 206,708 | $ | 120,845 | |||||||
|
Net cash provided by / (used in) investing activities
|
18,937 | (84,494) | |||||||||
| Net cash provided by financing activities | 49,522 | 211,686 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (371) | (84) | |||||||||
| Increase in cash, cash equivalents, segregated cash, and restricted cash | $ | 274,796 | $ | 247,953 | |||||||
| Nine Months Ended | |||||||||||
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of cash, cash equivalents, segregated cash, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | 698,854 | $ | 401,482 | |||||||
| Cash segregated under federal and other regulations | 26,797 | 29,509 | |||||||||
| Restricted cash | 13,667 | 6,005 | |||||||||
| Restricted cash (clearing house performance bonds and guarantee funds) | 93,062 | 86,204 | |||||||||
| Restricted cash (participant margin deposits) | - | 1,151 | |||||||||
| Total | $ | 832,380 | $ | 524,351 | |||||||
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 nine months ended September 30, 2026, cash provided by operating activities was $206.7 million, primarily due to a net income of $266.9 million, and $14.9 million of cash from changes in operating assets and liabilities, partially offset by $75.1 million of non-cash income. The primary driver of the non-cash expenses during the period was a $75.2 million provision for deferred income taxes.
For the nine months ended September 30, 2025, cash provided by operating activities was $120.8 million, primarily due to a net loss of $100.0 million, $234.0 million add-back of non-cash expenses, partially offset by $13.2 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 $39.0 million on the right to receive Pyth tokens, depreciation and amortization expense of $21.3 million, and share-based compensation expense of $48.0 million.
Cash Provided by (Used in) Investing Activities
For the nine months ended September 30, 2026, cash provided by investing activities was $18.9 million, primarily consisting of $59.9 million of proceeds from the sale of MIAXdx net of cash and cash equivalents partially offset by $29.4 million in purchases of property, equipment and leasehold improvements, $7.9 million in capitalization of internally developed software, $2.8 million in purchases of certificates of deposit, and $1.3 million in purchases of investments.
For the nine months ended September 30, 2025, cash used in investing activities was $84.5 million, consisting of $56.5 million in cash paid, net of cash acquired for TISE, $18.7 million in purchases of property, equipment and leasehold improvements, and $9.4 million in capitalization of internally developed software.
Cash Provided by Financing Activities
For the nine months ended September 30, 2026, cash provided by financing activities was $49.5 million, consisting primarily of $75.6 million in net proceeds from issuance of common stock, partially offset by $26.0 million from stock repurchases.
For the nine months ended September 30, 2025, cash provided by financing activities was $211.7 million, consisting primarily of $366.6 million in net proceeds from the IPO, $36.9 million in proceeds from issuance of debt, partially offset by $140.0 million of debt principal repayment, $36.1 million of debt prepayment premium, and $21.8 million from stock repurchases.
Contractual Obligations
As of September 30, 2026, we have outstanding unsecured promissory notes of $1.5 million, issued in 2023 and maturing in December 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 September 30, 2026, MIAX Futures and Dorman Trading maintain revolving lines of credit with certain banks.
For a discussion of the Company's outstanding debt, see Note 10 - "Debt" to our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report.
Off-Balance Sheet Arrangements
The following table summarizes our off-balance sheet arrangements as of September 30, 2026. 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 | $ | 14,094 | $ | 3,338 | $ | 10,756 | |||||||||||
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 condensed consolidated financial statements included elsewhere in this Quarterly Report.
Critical Accounting Policies and Estimates
The preparation of our condensed 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 condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report.
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 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 reporting unit's 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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