MIAX — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies.

• 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 consol…

• The sale of MIAXdx resulted in a gain of $50.5 million, which was recognized upon closing in January 2026.

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

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• We are a technology-driven leader in building and operating regulated financial marketplaces across multiple asset classes and geographies. Our MIAX Exchanges, MIAX Futures and BSX marketplaces are enabled by in-house built, proprietary technology. We believe the speed and performance of our proprie…

• 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' over-allotment option.

• On August 21, 2024, the Company entered into the 2029 Senior Secured Term Loan for an aggregate principal amount of $100 million at a stated interest rate of 12.90% per annum payable quarterly. The Company received net proceeds of $95 million after deducting upfront fees. Prior to the second anniver…

• In connection with the 2029 Senior Secured Term Loan, the Company issued to the lenders warrants to purchase up to 2,277,338 and 1,518,226 shares of common stock with an exercise price equal to $7.15 and $8.55 per share, respectively, with an expiration date of August 21, 2032. The warrants included…

• The warrants provided that at any time following the earlier of (i) an event of default, as defined in the loan agreement, or repayment in full of the 2029 Senior Secured Term Loan and (ii) the sixth anniversary of the loan agreement, the lenders, had the right, but not the obligation, to require th…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• We are exposed to foreign currency translation risk as revenues and expenses from our operations in Guernsey, through TISE, are denominated in British pound. For the three months ended March 31, 2026, the foreign currency impact of TISE on our condensed consolidated revenues and expenses was not mat…

• Our investment in TISE with functional currency of British pound is exposed to volatility in currency exchange rate through translation of our net assets or equity to U.S. dollar. The translation of the non-U.S. dollar statement of financial condition into U.S. dollar, our reporting currency, result…

• •Credit Risk — Credit risk to MIAX Futures comes primarily from two sources, which are the potential default or insolvency of a clearing participant or the insolvency of a settlement bank. Credit risk from clearing participants stems from the potential risk of non-performance by a participant to sat…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• flows would be affected to any significant degree by a sudden change in market interest rates. As of September 30, 2025, we had $6.5 million in outstanding debt, of which $5.0 million related to unsecured convertible promissory notes and $1.5 million related to unsecured promissory notes. The outsta…

• We are exposed to foreign currency translation risk as revenues and expenses from our operations in Guernsey, through TISE, are denominated in British pound. For the three and nine months ended September 30, 2025, the foreign currency impact of TISE on our consolidated revenues and expenses was not …

• Our investment in TISE with functional currency of British pound is exposed to volatility in currency exchange rate through translation of our net assets or equity to U.S. dollar. The translation of the non-U.S. dollar statement of financial condition into U.S. dollar, our reporting currency, result…

• •Credit Risk — Credit risk to MIAX Futures comes primarily from two sources, which are the potential default or insolvency of a clearing participant or the insolvency of a settlement bank. Credit risk from clearing participants

Text added vs the prior filing · source: 10-Q · 2026-05-08

• We incorporate herein by reference the discussion set forth in Note 15 - “Commitments and Contingencies - Claims and Litigation” of our notes to the condensed consolidated financial statements included herein.

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• From time to time, we may be subject to various legal proceedings and claims that arise in the ordinary course of our business activities. Regardless of the outcome, litigation can have a material adverse effect on us because of defense and settlement costs, diversion of management resources and oth…

• As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO and DCM under the jurisdiction of the CFTC, and a registered exchanges under the jurisdictions of the BMA and the GFSC, the MIAX Exchanges, MIAX Futures, MIAXdx, BSX and TISE, respectively, are subject to routine revie…

• MIAXdx has responded to certain requests for information and documents from the CFTC’s Division of Enforcement and may come under additional regulatory scrutiny, requests or investigations in the future. The requests related to activities prior to our acquisition of MIAXdx, during the prior ownershi…

• In the normal course of our business, we are exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

• Except as described below, we are not currently a party to any legal proceeding, the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Com…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• There have been no material updates during the period covered by this Quarterly Report to the Risk Factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. These risks and uncertainties, however, are not the only risks and uncertainties that we face. Addit…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report, including the section titled “Management’…

• A significant portion of our operating revenues is generated by our transaction and clearing-based business. If the amount of trading volume on our markets or clearing volume decreases, or the product mix shifts to lower revenue products, our revenues less cost of revenues from transaction and clear…

• Our business is dependent on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. Approximately 58.4% of our revenues less cost of revenues for the three months ended September 30, 2025, were from net transaction and clearing fees, calculated a…

• Our exchanges’ current market participants and any market participants that our exchanges obtain in the future could decide to reduce their level of trading activity for any reason, including:

• •heightened capital maintenance requirements or other regulatory or legislative requirements;

Text added vs the prior filing · source: 10-Q · 2026-05-08

• The directors and officers who informed the Company of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408(c) of Regulation S-K) during the quarter ended March 31, 2026, are described in the…

• Name and TitleActionDate AdoptedAggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement

• Executive Vice President, Chief Information Security Officer and Chief Risk Officer

• (1) The trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each Rule 10b5-1 Plan only permits transactions upon expiration of the applicable mandatory cooling-off period…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b-5 trading arrangement" as such terms are defined in Item 408(a) of Regulation S-K.