10-K: MIH Reports Strong Revenue Growth Amid Strategic Shifts & Net Loss

Miami International Holdings reports a 19.6% revenue increase to $1.36 billion in 2025, driven by options trading, despite a net loss of $70.0 million.

Summary

• Total revenues increased by 19.6% to $1.36 billion in 2025, up from $1.14 billion in 2024.
• The company reported a net loss of $70.0 million in 2025, a significant shift from a net income of $102.0 million in 2024.
• Revenues less cost of revenues grew by 56.2% to $430.5 million in 2025, compared to $275.6 million in 2024.
• Options segment revenues less cost of revenues increased by $127.8 million, primarily due to a 41.1% increase in MIH Options contracts and an 18.7% increase in revenue per contract.
• Equities segment revenues less cost of revenues improved by $16.4 million, despite a 7.6% decrease in MIH Average Daily Volume (ADV) to 183 million shares and a market share decline to 1.0% from 1.6%.
• Futures segment revenues less cost of revenues decreased by $0.8 million, with agricultural products ADV increasing by 2.6% but revenue per contract decreasing by 11.1%.
• The International segment's revenues less cost of revenues increased by $11.4 million, largely due to the TISE Acquisition in June 2025.
• Operating expenses rose by 21.6% to $338.6 million in 2025, mainly due to increased share-based compensation, IPO bonuses, headcount, and IT expenses.
• A loss on debt extinguishment of $107.7 million was recorded in 2025 due to the repayment of the 2029 Senior Secured Term Loan using IPO proceeds.
• The company recognized an unrealized loss of $54.9 million on derivative assets (Pyth tokens) in 2025, following a $83.8 million unrealized gain in 2024.
• The sale of 90% of MIAXdx to a joint venture with Robinhood Markets, Inc. and Susquehanna International Group closed in January 2026, resulting in an approximate $50 million gain.
• The company completed its Initial Public Offering (IPO) in August 2025, raising $396.8 million in gross proceeds.
• A secondary offering of 7,762,500 common shares was completed in December 2025, with no proceeds to the company.
• The company's common stock began trading on NYSE on August 14, 2025, with a closing price of $44.38 on December 31, 2025, and a market value of $2.98 billion.
• As of December 31, 2025, 14,215,311 warrants to purchase common stock were outstanding, with a weighted-average exercise price of $8.03 per share.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive. While the company achieved strong revenue growth and made significant strategic advancements through acquisitions and new product development, the reported net loss and negative equities capture temper the overall financial performance. The ongoing regulatory and litigation risks, particularly concerning CAT funding, also introduce uncertainty.

Positives

• Total revenues increased by 19.6% to $1.36 billion in 2025, demonstrating strong top-line growth.
• Options market share increased to 17.1% in 2025 from 15.1% in 2024, with MIH Options contracts growing by 41.1% to 2.38 billion.
• Successful Initial Public Offering (IPO) in August 2025 raised $396.8 million in gross proceeds, strengthening the capital base.
• Strategic acquisition of The International Stock Exchange Group Limited (TISEG) in June 2025 provides access to European and UK markets and a vertically integrated market ecosystem.
• Development of new proprietary products, including the Bloomberg Products (B500 Index, B500 Volatility Index, B100Q Index futures and options), planned for exclusive listing in Q2 2026.
• High system reliability with MIAX Options, MIAX Emerald, MIAX Pearl, and MIAX Sapphire exchange markets being 99.99986341% operational in 2025.
• MIAX Futures DCO license is unrestricted, allowing for margined clearing, which is a valuable competitive advantage for providing clearing-as-a-service.
• The company's technology platform received the Technology Innovation Award and Best Trading Platform award for the third consecutive year in 2025.
• Strong cash position with cash and cash equivalents increasing to $433.6 million in 2025 from $150.3 million in 2024.

Negatives

• Reported a net loss of $70.0 million in 2025, a significant decline from a net income of $102.0 million in 2024.
• Equities segment experienced a decrease in volume by 8.2% to 45.8 billion shares and a market share decline to 1.0% in 2025 from 1.6% in 2024.
• Equities capture remained negative at $(0.012) per 100 shares in 2025, indicating that liquidity payments still exceeded transaction revenues in this segment.
• Unrealized loss of $54.9 million on derivative assets (Pyth tokens) in 2025, contrasting with an $83.8 million unrealized gain in 2024.
• A substantial loss on debt extinguishment of $107.7 million was recorded in 2025 due to the early repayment of the 2029 Senior Secured Term Loan.
• Futures agricultural revenue per contract decreased by 11.1% in 2025, primarily due to incentive programs for liquidity providers.
• The company's cost structure is largely fixed, which could adversely affect profitability if revenues decline.

Risks

• Intense competition in execution services, clearing, and product offerings from other exchanges, FCMs, OTC markets, and technology firms.
• Dependence on order flow providers; a reduction in their trading activity could decrease transaction fees.
• Market data fees and access fees may be reduced due to declines in market share, trading volumes, or regulatory changes, impacting a significant portion of non-transaction revenues.
• Exposure to risks related to defaults by clearing members and liquidity risks in operating the MIAX Futures clearing house.
• Dorman Trading is subject to margin funding requirements on short notice and counterparty credit risk from clients and financial institutions.
• Failure to keep up with rapid technological changes or experiencing significant system failures could harm reputation and business.
• Regulatory hurdles and potential delays in launching new products, including the Bloomberg Products, or changes to the legislative/regulatory environment.
• Ongoing costs, funding uncertainties, and regulatory/litigation developments related to the Consolidated Audit Trail (CAT), including the potential inability to recoup historical and prospective CAT costs.
• Cybersecurity threats and operational disruptions could lead to financial losses, security breaches, litigation, and reputational damage.
• Inability to protect, maintain, defend, or enforce intellectual property rights could adversely affect competitive advantage.
• Future sales and issuances of common stock or rights to purchase common stock could result in dilution and cause stock price decline.
• Conflicts of interest may arise between exchange members who are also stockholders and non-member stockholders.
• Ownership and voting limitations in the amended and restated certificate of incorporation may impede change of control transactions.

Future Outlook

The company plans to exclusively list new proprietary products, including small notional futures contracts on the Bloomberg B100Q Index and B500 Index, and futures on the B500 Index, in the second quarter of 2026 on MIAX Futures. It also intends to launch options on futures and cash-settled index options on certain Bloomberg Products on MIAX Options. Further expansion of market share across options exchanges is planned through competitive fees, technology improvements, and new functionality for the MIAX Sapphire trading floor. The company is transforming MIAX Futures from an agricultural-focused market to a full-solution DCM and DCO, including offering clearing-as-a-service. International presence will be increased through BSX and TISE, leveraging Bermuda's regulatory environment for innovative cryptocurrency and digital asset products. The company is also exploring the potential use of artificial intelligence (AI) and other emerging technologies to enhance efficiency and develop new products.

Management Comments

• We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies.
• The speed and performance of our proprietary technology coupled with our fully integrated, award-winning customer service, sets us apart from our competitors.
• We believe we are well positioned to leverage our competitive strengths to enhance our market position, develop new products and services and continue expanding into new asset classes and geographies.
• We are focused on creating new proprietary products and expect to launch several new products with innovative pricing, including the Bloomberg Products as well as other cash settled futures.
• We believe that the methodology utilized by the B500 Index and the B100Q index has advantages, offering competitive fees, enhanced product choice and more granular contract sizes.
• We plan to continue expanding our market share across our options exchanges by monitoring the competitiveness of our fees and pricing models, improving our technology and adding functionality.
• MIAX Futures provides us with a vertically integrated futures exchange and clearing platform to list futures and options on new products that will be exclusive to our exchange.
• The Bermuda regulatory environment also provides us with an attractive opportunity for introducing innovative cryptocurrency and digital asset products on BSX.
• We believe we are at an inflection point in our ability to further commercialize our market data.
• We are focused on growing the profitability of MIAX Pearl Equities, which may decrease our volume and market share in equities, but increase our revenues from these transactions.
• Our technology strategy has been, and continues to be, combining the use of emerging technologies with improved processes to enhance customer experience, eliminate repetitive or error prone tasks and to remain laser focused on our core mission of providing efficient scalable platforms that focus on latency, throughput and determinism.
• We have several efforts underway to research and evaluate in 2026 the potential use of certain new technologies, such as artificial intelligence (AI) to further our goals of efficiency and improved quality.

Industry Context

StockSavvy.ai notes that Miami International Holdings operates in a highly competitive and rapidly evolving financial services industry, facing established players like Cboe, Nasdaq, Intercontinental Exchange (ICE), and CME Group across options, equities, and futures markets. The company's strategy of leveraging proprietary technology for high performance and reliability, coupled with a multi-asset and multi-geography expansion, positions it to capture market share. The focus on new proprietary products, such as the Bloomberg Products, is a direct competitive move against existing dominant offerings. The sale of MIAXdx to a Robinhood/SIG joint venture indicates a strategic divestment from certain crypto derivatives while retaining a minority interest in a potentially high-growth area like prediction markets. The ongoing regulatory scrutiny of market structure, data fees, and the Consolidated Audit Trail (CAT) funding model reflects broader industry challenges that could impact all market participants, including MIH.

Comparison to Industry Standards

• MIAX has grown to be the 13th largest global derivatives exchange operator as of December 31, 2025, as measured by total futures and options contracts traded, indicating a strong competitive position relative to many peers.
• MIAX Options was ranked second in multi-listed options market share for electronic complex orders in 2024 and 2025, demonstrating strong performance against competitors like Cboe and Nasdaq.
• The company's U.S. options market share of 17.1% in 2025 shows significant penetration in a market with 14 competing exchanges.
• MIAX Pearl Equities' 1.0% market share in U.S. equities in 2025 is relatively small compared to incumbent equities platforms, indicating a challenging competitive environment in this segment.
• MIAX Futures' market share in 2025 was less than 1% of the total U.S. futures and options on futures contracts, highlighting the dominance of larger players like CME Group and ICE in this market.
• BSX is the global leader in listing Insurance Linked Securities (ILS) vehicles, with approximately 93.2% of the global issuance outstanding ($57.2 billion out of $61.3 billion) as of December 31, 2025, showcasing a strong niche market leadership.
• TISE is a leading market in Europe for listing high yield bonds, private equity debt, and securitization transactions, with over 2,500 issuers and nearly 800 billion in listed securities, competing with exchanges like the London Stock Exchange and Luxembourg Stock Exchange.

Management Changes

Corporate Governance

Legal Proceedings

• Nasdaq, Inc. filed a patent infringement and trade secret misappropriation lawsuit against the company in the U.S. District Court for the District of New Jersey on September 1, 2017.
• The Patent Trial and Appeal Board (PTAB) invalidated all claims asserted by Nasdaq under the six patents at issue in 2019.
• Nasdaq waived its right to appeal the PTAB's decisions on June 21, 2022, lifting the stay in the Court matter.
• The company filed an Amended Answer and Counterclaims on August 5, 2022, including monopolization antitrust claims, patent misuse, sham litigation, and fraud on the USPTO by Nasdaq.
• On July 25, 2023, the Court denied motions by both parties regarding trade secret claims and counterclaims, but granted Nasdaq's motion to stay and bifurcate the company's counterclaims.
• The Court denied motions for summary judgment and to exclude certain experts on September 29, 2025.
• Discovery on the company's counterclaims against Nasdaq opened on November 14, 2025, and is set to close by the end of April 2026.
• The Court intends to preside over one trial with two phases: first, the trade secret claims, followed by the company's counterclaims.
• The company intends to vigorously defend its interests in this matter.

Related Party Transactions

• In December 2025, a $5.0 million convertible loan from an existing stockholder was converted into 312,500 shares of common stock, along with $0.1 million in accrued interest converted into 5,287 shares.
• During 2025, the company paid $2.7 million for financial consulting services to companies affiliated with certain shareholders, directors, and executive officers.
• During 2024, the company paid an advisory fee of $4.3 million to a related party in connection with the 2029 Senior Secured Term Loan.
• During 2024, the company issued 137,500 warrants to a related party for certain stockholder services.
• During 2024, the company issued 275,610 shares of common stock with 27,561 warrants in a private placement transaction to a related party for $5.7 million.

Stakeholder Impact

• Shareholders: Experienced dilution from IPO and warrant exercises, but also potential for long-term value appreciation from strategic growth and new product offerings. The net loss in 2025 and debt extinguishment costs negatively impacted earnings per share. Ownership and voting limitations are in place.
• Employees: Benefited from IPO bonuses and accelerated vesting of share-based compensation. Continued investment in employee development and competitive compensation packages are highlighted.
• Customers: Benefit from enhanced technology, new product offerings (e.g., Bloomberg Products, Short-Term Options), and competitive pricing models. The launch of MIAX Sapphire trading floor aims to improve access and liquidity.
• Regulators: The company operates in a highly regulated environment (SEC, CFTC, BMA, GFSC) and is subject to ongoing reviews, inspections, and compliance obligations, including the complex CAT funding situation. The sale of MIAXdx to a joint venture with Robinhood/SIG may introduce new regulatory considerations for event-based contracts.
• Creditors: The repayment of the 2029 Senior Secured Term Loan reduced debt obligations, but the associated prepayment premium and loss on extinguishment impacted financial results.

Next Steps

• Exclusively list small notional futures contracts on the Bloomberg B100Q Index and B500 Index, and futures on the B500 Index on MIAX Futures in Q2 2026.
• Subsequently launch options on futures products, including options on futures on certain Bloomberg Products and cash-settled index options on MIAX Options.
• Introduce new functionality on the MIAX Sapphire trading floor to attract additional volume.
• List additional agricultural and financial futures products on the MIAX Futures Onyx trading platform, subject to regulatory filings.
• Continue to expand market share across options exchanges by monitoring fees, improving technology, and adding functionality.
• Focus on establishing relationships for clearing-as-a-service solutions through MIAX Futures' unrestricted DCO license.
• Explore and introduce innovative cryptocurrency and digital asset products on BSX, leveraging Bermuda's regulatory environment.
• Further monetize and enhance data and analytics capabilities across markets.
• Continue efforts to grow the profitability of MIAX Pearl Equities by improving capture rates.
• Research and evaluate the potential use of new technologies, such as artificial intelligence (AI), in 2026 to enhance efficiency and quality.
• Continue to explore or expand the use of other technologies such as the cloud, blockchain, tokenization, and other emerging technologies.
• Address the pending CAT funding model amendment with the SEC and the ongoing Waco Case litigation.

Key Dates

Recommendation

While Miami International Holdings demonstrated strong revenue growth and made significant strategic moves in 2025, including a successful IPO and key acquisitions, the reported net loss and negative equities capture are concerning. The substantial one-time costs associated with debt extinguishment and unrealized losses on derivative assets impacted profitability. The company's long-term growth strategy, particularly in new proprietary products and international expansion, is promising, but execution risks and intense competition remain. The ongoing regulatory uncertainties surrounding CAT funding also present a notable headwind. Given the mixed financial results and the balance of strategic opportunities against inherent market and regulatory risks, a 'hold' recommendation is appropriate for seasoned investors to observe the successful integration of acquisitions, the profitability trajectory of new product launches, and the resolution of regulatory challenges.

Keywords

Financial Marketplaces, Options Trading, Futures Trading, Cash Equities, SEC Filings, CFTC Regulation, Market Data, Clearing House, IPO, Acquisition, Bloomberg Indexes, Derivatives, Fintech, Corporate Governance, Risk Management