MIAMI INTERNATIONAL HOLDINGS, INC.MIAX
MIAMI INTERNATIONAL HOLDINGS, INC. Fair Value Disclosure
FAIR VALUE MEASUREMENT
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis (in thousands):
| December 31, 2025 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Equity securities owned(1) | $ | 16,942 | $ | 16,942 | $ | — | $ | — | |||||||||||||||
| Derivative assets (current and non-current portion) | 11,131 | — | 11,131 | — | |||||||||||||||||||
| Total assets | $ | 28,073 | $ | 16,942 | $ | 11,131 | $ | — | |||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
Equity securities owned(1) | $ | 10,218 | $ | 10,218 | $ | — | $ | — | |||||||||||||||
| Derivative assets (current and non-current portion) | 83,840 | — | 83,840 | — | |||||||||||||||||||
| Total assets | $ | 94,058 | $ | 10,218 | $ | 83,840 | $ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Puttable common stock from exercise of warrants, net of current portion | $ | 78,424 | $ | — | $ | — | $ | 78,424 | |||||||||||||||
Puttable warrants issued with debt | 64,188 | — | — | 64,188 | |||||||||||||||||||
| Total liabilities | $ | 142,612 | $ | — | $ | — | $ | — | $ | 142,612 | |||||||||||||
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(1)These amounts are reflected within other current assets in the consolidated balance sheets. During the year ended December 31, 2025, the Company purchased shares of a publicly listed company for $5.0 million.
Equity securities that trade in active markets and are valued using quoted market prices with reasonable levels of price transparency are classified within Level 1 of the fair value hierarchy.
As disclosed in Note 12, during 2023, BSX received 500 million Pyth tokens, of which 125 million were unlocked in May 2024 and another 125 million were unlocked in May 2025. As of December 31, 2025 and 2024, 250 million tokens and 375 million tokens remained locked, respectively. The entire locked Pyth tokens were accounted for as an embedded derivative recognized at fair value at December 31, 2025 and 2024. In estimating the fair value of the right to receive Pyth tokens which are classified under Level 2, the Company applied a discount for lack of marketability using option pricing models utilizing observable inputs which include comparable tokens and their volatility.
With respect to the puttable common stock and puttable warrants issued with debt, prior to the IPO, the Company engaged a third party to assist the Company in determining the fair value of the Company’s common stock. The fair value of the common stock was determined based upon a variety of factors including two weighted scenarios. The first scenario utilized an IPO exit through a probability-weighted expected return method, while the second scenario utilized a non-IPO exit through a discounted cash flow and guideline public company methodologies. These methods included assumptions over the Company’s historical and projected revenue and earnings, the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, the valuation of comparable companies and other general economic factors including economic growth, inflation, interest rate environment and discount rates. Prior to the termination of the put right associated with the puttable warrants issued with debt upon IPO, the Company also used a Black-Scholes model to determine the value of the warrants where the fair value of the Company's common stock was used as an input into the valuation.
At December 31, 2024, the key inputs into the Black-Scholes model to value the puttable warrants issued with debt were as follows:
Common stock price | $22.34 | ||||
Risk- free interest rate | 4.50% | ||||
Expected term (years) | 7.64 | ||||
Expected volatility | 24.81% | ||||
Dividend yield | 0.00% | ||||
Certain financial assets and liabilities, including cash and cash equivalents, accounts receivable and accounts payable are not measured at fair value on a recurring basis, but the carrying values approximate fair value due to their liquid or short-term nature.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The Company invests in securities without readily determinable fair values in which the carrying value was $19.2 million and $31.0 million as of December 31, 2025 and 2024, respectively. Other than the $8.6 million gain recognized by the Company upon acquiring the remaining interest in TISEG in June 2025, which reflected the observable change in the fair value of the Company’s previously held investment, there were no impairments or adjustments to the carrying amounts of investments without readily determinable fair values during the year ended December 31, 2025. See Note 6 - Investments for details. The Company adjusted the carrying value of one of the investments without readily determinable fair values based upon an observable price change and recognized an unrealized loss of $2.0 million during the year ended December 31, 2024.
The Company’s long-lived assets, including fixed assets, goodwill, indefinite-lived intangible and finite-lived intangible assets subject to amortization, are measured at fair value on a non-recurring basis. Fair value of these assets is estimated using primarily unobservable inputs. These assets are measured at cost but are written-down to fair value, if necessary, as a result of impairment.
The Company performed its annual impairment test of goodwill and indefinite-lived intangible assets as of October 1, 2025 and 2024. The Company applied either a qualitative or quantitative approach when assessing goodwill and indefinite-lived intangible assets for impairment.
For the annual impairment test at October 1, 2024, when the quantitative approach was used, the fair value of a reporting unit was determined utilizing a combination of an income approach (i.e. discounted cash flow) and a market approach, and was compared to its carrying value. Internal operational budgets and long-range strategic plans were used as a basis for the discounted cash flow analysis. The Company also utilized assumptions for working capital, capital expenditures, and terminal growth rates. For the year ended December 31, 2024, the discount rate of 22% applied to the cash flow analysis was based on the estimated market weighted average cost of capital for the reporting units subjected to quantitative evaluation.
When a qualitative impairment assessment for goodwill and indefinite-lived intangible assets was performed at October 1, 2025 and 2024, the Company considered relevant events and circumstances, including macroeconomic conditions, industry and market trends, overall financial performance, changes in key assumptions, and other entity-specific factors. Based on this qualitative assessment, the Company concluded that it was not more likely than not that the fair value of any reporting unit or indefinite-lived intangible asset was less than its carrying amount. Accordingly, no quantitative impairment testing was performed and no impairment charges were recorded in 2025 and 2024.
The Company’s indefinite-lived intangible assets consist of exchange licenses. During periods in which a quantitative assessment was performed, the fair value of these assets was determined using either an income approach, which estimated and discounted future net cash flows to present value, or a market approach, as appropriate. During the quantitative impairment test performed in 2024 where an income approach was used, a discount rate of 26% was applied based on the estimated market cost of capital adjusted for the specific risk associated with the asset relative to other elements of the business.
Fair Value of Assets and Liabilities
The Company's debt obligations are comprised of fixed rate senior secured term loans, notes payable and convertible loans which are presented at carrying value on the Company's consolidated balance sheets.
The 2029 Senior Secured Term Loan and notes payable were classified as Level 2 under the fair value hierarchy, and the fair value of the loans was determined by utilizing a discounted cash flow analysis. The discount rate was determined based on the implied cost of debt. In August 2025, the Company paid the entire outstanding principal of the 2029 Senior Secured Term Loan. See Note 11 - Debt Obligations.
The convertible loans were classified as Level 3 under the fair value hierarchy. The fair value of the convertible loans with $16 per share conversion was determined by utilizing the greater of conversion value or a discounted cash flow analysis as well as a Black-Scholes valuation model to measure the fair value attributable to the conversion feature. At December 31, 2024, the Company utilized a Black-Scholes valuation model to determine the fair value of the convertible loans which represents their conversion value.
The key valuation inputs into the Black-Scholes model to value the conversion feature of the Company’s convertible debt at December 31, 2024 were as follows:
| Common stock price | $22.34 | ||||
| Risk-free interest rate | 4.17% | ||||
| Expected term (years) | 0.93 | ||||
| Expected volatility | 17.00% | ||||
| Dividend yield | 0.00% | ||||
The carrying values and fair values of the Company’s debt obligations for 2025 and 2024 were as follows (in thousands, except per share amounts):
| December 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
2029 Senior Secured Term Loan (1) | $ | — | $ | — | $ | 30,770 | $ | 42,108 | |||||||||||||||
| Notes payable | 1,508 | 1,426 | 1,498 | 1,334 | |||||||||||||||||||
Convertible loans (promissory notes convertible at $16 per share) | — | — | 4,767 | 6,981 | |||||||||||||||||||
| $ | 1,508 | $ | 1,426 | $ | 37,035 | $ | 50,423 | ||||||||||||||||
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(1)The principal amount of the 2029 Senior Secured Term Loan was $0 and $100.0 million as of December 31, 2025 and 2024, respectively. See Note 11 - Debt Obligations for details.
Information on Level 3 Financial Liabilities
The following table summarizes the changes in the fair value of the Company’s Level 3 financial liabilities during the years ended December 31, 2025, 2024 and 2023 (in thousands):
| Puttable Common Stock from Exercise of Warrants | Puttable Warrants Issued with Debt | ||||||||||
| Balance as of December 31, 2022 | $ | 227,778 | $ | — | |||||||
Reclassification of current portion of put liability | (11,355) | — | |||||||||
Termination of put liability | (137,263) | — | |||||||||
Fair value adjustments | 26 | — | |||||||||
| Balance as of December 31, 2023 | 79,186 | — | |||||||||
Reclassification of current portion of put liability | (11,356) | — | |||||||||
| Issuance of puttable warrants | — | 59,526 | |||||||||
Fair value adjustments | 10,594 | 4,662 | |||||||||
| Balance as of December 31, 2024 | 78,424 | 64,188 | |||||||||
Termination of put liability | (16,210) | — | |||||||||
Fair value adjustments | 2,229 | 1,172 | |||||||||
| Conversion upon IPO | (64,443) | (65,360) | |||||||||
| Balance as of December 31, 2025 | $ | — | $ | — | |||||||
About Fair Value Disclosures
Fair value disclosures classify all assets and liabilities measured at fair value into a three-level hierarchy: Level 1 (quoted market prices), Level 2 (observable inputs like yield curves), and Level 3 (unobservable inputs requiring management estimates). The proportion of Level 3 assets directly reflects how much of the balance sheet depends on internal models rather than market evidence.
Key signals: a growing Level 3 balance relative to total fair-value assets increases valuation uncertainty and earnings volatility risk. Watch for transfers between levels — assets moving from Level 2 to Level 3 often signal deteriorating market liquidity. Unrealized gains and losses on Level 3 positions flow through earnings or other comprehensive income, so large swings deserve scrutiny. For financial institutions, examine the sensitivity disclosures that show how Level 3 valuations change under alternative assumptions. Compare the fair value of debt against its carrying amount to gauge hidden leverage.