MIAMI INTERNATIONAL HOLDINGS, INC.

Current report

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. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also significantly impact us. Any risks and uncertainties may materially and adversely affect our business, financial condition or results of operations, liquidity and cash flows.

Previous report

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’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed consolidated financial statements and related notes thereto. Our business, results of operations, financial condition, or prospects could also be negatively affected by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline.

Previous report

Risks Related to Our Business

Previous report

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 clearing fees will most likely decrease.

Previous report

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 as transaction and clearing fees, less liquidity payments, brokerage, clearing, exchange, and Section 31 fees, divided by revenues less cost of revenues. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Components of Our Results of Operations” for additional information.

Previous report

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:

Previous report

•a reduction in trading demand by customers;

Previous report

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

Previous report

•reduced access to capital required to fund trading activities; and

Previous report

•significant market disruptions.

Previous report

Dorman Trading’s revenues and operating results may fluctuate because of the following, among other, factors:

Previous report

•market conditions, such as price levels and volatility in the commodities markets in which Dorman Trading operates;

Previous report

•changes in the volume of customer trading activities; and,

Previous report

•the level and volatility of interest rates.

Previous report

Trading volumes are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of securities and the overall level of investor confidence.

Previous report

If the amount of trading volume on our exchanges or through our FCM were to decrease, we would likely see a decrease in fees. If we are unable to maintain our current trading volume or grow the trading volume on our exchanges or through our FCM, our financial performance would be negatively affected.

Previous report

In addition, exchange transaction fees generated are different based on type of product and other factors, including the type of customer and certain volume discounts. If the amount of our trading volume decreases, the mix traded shifts to our lower revenue per contract products, our revenues from transaction fees will most likely decrease. We can offer no assurance that we would be able to reduce our costs to match the amount of any such decrease.

Previous report

Global economic, political and financial market events or conditions may negatively impact our business.

Previous report

Adverse macroeconomic conditions, including recessions, inflation, supply chain issues, labor shortages, government shutdowns, political uncertainty and discord, currency fluctuations, interest rate changes, regional conflicts or wars and other geopolitical events or conflicts, international trade disputes and sanction laws, including the imposition of tariffs or other protectionist measures, actual or anticipated large-scale defaults or failures or slowdown of global trade have in the past negatively impacted consumer and corporate confidence and resulted in reductions in consumer, government and corporate spending, and could have such effects in the future, which could negatively impact our business.

Previous report

A substantial portion of our revenues are derived from market data and access fees and fees for transactions executed and cleared in our markets. The market data and access fees and trading volumes in our markets could decline substantially if our market participants reduce their level of spending or trading activity for any reason, including:

Previous report

•adverse market conditions that curtail the addition of new customers or cause a decrease in purchases by our existing customers for our products and services;

Previous report

•weakness in the macroeconomic environment that causes our customers to delay or cancel existing orders or subscriptions;

Previous report

•cost-cutting pressures across the industry or a decrease in demand for our products and services that lead to a reduction in price;

Previous report

•consolidation in our markets or the markets of our customers that results in a reduction in the number of market participants;

Previous report

•a reduction in trading demand by customers or a decision to curtail or cease hedging or speculative trading;

Previous report

•regulatory or legislative changes impacting our business, our customers and financial markets;

Previous report

•the impact of climate change and the impact of, and uncertainty related to, the transition to renewable energy and away from crude oil, including regulatory or legislative changes;

Previous report

•disruptions due to terrorism, regional conflicts, wars, pandemics or other catastrophes;

Previous report

•a prolonged decrease in volatility in the financial markets;

Previous report

•heightened capital and margin requirements or mandated reductions in leverage resulting from new regulations;

Previous report

•defaults by clearing or exchange members or the inability of participants to pay out contractual obligations;

Previous report

•unforeseen market closures or other disruptions in trading and clearing;

Previous report

•changes to our contract specifications that are not viewed favorably by our market participants; or

Previous report

•reduced access to, or availability of, capital required to fund trading activities.

Previous report

A reduction in our overall trading volume could render our markets less attractive to market participants as a source of liquidity, which could result in further loss of trading volume and associated transaction-based revenues. A reduction in trading volumes could also result in a corresponding decrease in the demand for our market data, which would further reduce our overall revenue.

Previous report

Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. Additionally, uncertainty and liquidity concerns in the financial markets can prove detrimental to the financial services industry and its participants, such as our vendors, suppliers, and investors, and may also adversely affect our operations and stock price.

Previous report

Our failure to maintain order flow from providers following the IPO could negatively affect our results of operations.

Previous report

We entered into arrangements with order flow providers of our MIAX Exchanges whereby MIH issued providers warrants to acquire an equity interest in MIH in exchange for such order flow providers providing order flow to the applicable MIAX Exchange. The warrants issued to the providers under these programs vested upon the satisfaction of certain performance targets relating to order flow having been achieved by the order flow providers.

Previous report

Since September 2013, we implemented five ERPs, with a number of participating member firms in MIAX Options, MIAX Pearl and MIAX Pearl Equities, respectively, whereby such firms acquired the ability to earn warrants to purchase

Previous report

MIH common stock in exchange for the delivery of a certain fixed percentage of ADV, over certain measurement periods. As of June 30, 2024, the periods during which warrants may be earned under all ERPs have expired.

Previous report

We cannot predict whether the firms that participated in our ERPs will continue to be incentivized to provide the same level of order flow to our MIAX Exchanges after the IPO or after such participants have sold their shares of our common stock.