Miami International (MIAX) Registration Filing summary

Company overview and business model

• Operates regulated financial marketplaces across options, equities, futures, and international listings, leveraging proprietary technology and a multi-asset, multi-venue approach.

• Holds a broad portfolio of U.S. exchange and clearing licenses, including SEC and CFTC-regulated venues, and international licenses in Bermuda and Guernsey.

• Revenue streams include transaction fees, access fees, and market data fees, with a focus on technology-driven growth and product innovation.

• Recent expansion includes acquisitions of MIAXdx, Dorman Trading, BSX, and TISE, and exclusive licensing agreements for new index products with Bloomberg.

• Plans to launch proprietary products such as B500 Index futures and options, and expand into new asset classes and geographies.

Financial performance and metrics

• 2024 revenues: $1.14 billion (up 9.5% YoY); revenues less cost of revenues: $275.6 million (up 18.6%).

• Net income for 2024: $102.0 million, compared to a net loss of $21.4 million in 2023.

• Adjusted EBITDA for 2024: $82.1 million (29.6% margin); Q1 2025 adjusted EBITDA: $39.9 million (43.4% margin).

• Options segment: 2024 ADV 6.7 million contracts, 15.1% market share; Equities segment: 49.9 billion shares traded, 1.6% market share.

• Top three customers accounted for 43% of Q1 2025 revenue; no customer is contractually obligated to continue.

Use of proceeds and capital allocation

• Net proceeds will be used to repay the $140 million 2029 Senior Secured Term Loan, for working capital, general corporate purposes, and potential acquisitions.

• Upon closing, liabilities for puttable common stock and warrants will be extinguished if net proceeds exceed $250 million and public float is at least $500 million.

• Management has broad discretion over use of proceeds; no current commitments for acquisitions.