COMMITMENS AND CONTINGECIES |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENS AND CONTINGECIES | COMMITMENTS AND CONTINGENCIES Purchase Commitments The Company from time to time enters into long term agreements with vendors to provide certain services. As of September 30, 2026, the outstanding commitment was $14.1 million, of which $0.9 million is payable in 2026, $3.3 million in 2027, $3.1 million in 2028, $1.9 million in 2029, $1.6 million in 2030 and $3.3 million in 2031 and beyond. MIAX Futures Guaranty Fund In the event of default by a clearing member, MIAX Futures would first apply assets of the defaulting clearing member to satisfy its payment obligation. These assets include the defaulting member’s security deposits, margins, performance bonds and any other available assets. Thereafter, if a loss remains, MIAX Futures would use funds of the MIAX Futures clearing house reserve fund, security deposits of non-defaulting clearing members, and in certain instances, surplus funds of MIAX Futures, in the order of priority listed by rules, with each source of funds to be completely exhausted, to the extent practical, before the next source is applied. MIAX Futures is a Designated Contract Market (“DCM”) and a Derivatives Clearing Organization (“DCO”) that operate under the regulatory oversight of the Commodity Futures Trading Commission (“CFTC”). As such, MIAX Futures is required to maintain financial resources to cover its projected operating costs for a period of at least one year. The financial resources must include unencumbered, liquid financial assets which may include a committed line of credit or similar facility equal to at least six months of its projected operating costs. At September 30, 2026, MIAX Futures was in compliance with all DCM and DCO financial requirements. Derivative Contracts Certain derivative contracts that the Company has entered into meet the accounting definition of a guarantee under ASC 460. Derivatives that meet the ASC 460 definition of guarantees include futures contracts and written options. The maximum potential payout for these derivative contracts cannot be estimated as increases in interest rates, foreign exchange rates, securities prices, commodities prices and indices in the future could possibly be unlimited. The Company records all derivative contracts at fair value. For this reason, the Company does not monitor its risk exposure to derivatives contracts based on derivative notional amounts; rather the Company manages its risk exposure on a fair value basis. The Company believes that the notional amounts of the derivative contracts generally overstate its exposure. Aggregate market risk limits have been established, and market risk measures are routinely monitored against these limits. The Company believes that market risk is substantially diminished when all financial instruments are aggregated. Dorman Trading Member Guarantees Dorman Trading is a member of various exchanges that trade and clear futures contracts. Dorman Trading may be required to pay a proportionate share of the financial obligations of another member who may default on its obligation to the exchange in accordance with the rules of the applicable exchange of which Dorman Trading is a member. Although the rules governing different exchange memberships vary, in general Dorman Trading’s guarantee obligations would arise only if the exchange had previously exhausted its resources. In addition, any such guarantee obligation would be apportioned among the other non-defaulting members of the exchange. Any potential contingent liability under these membership agreements cannot be estimated. The Company has not recorded any contingent liability in the condensed consolidated financial statements for these agreements. The Company believes that any potential requirement to make payments under these agreements is remote. Dorman Trading Minimum Capital Requirements The Company’s subsidiary, Dorman Trading, as a futures commission merchant, is subject to CFTC minimum capital requirements of the CFTC Regulation 1.17 (“Regulation 1.17”). Dorman Trading is required to maintain “net capital” equivalent to the greater of $1,000,000 or the sum of 8% of the customer risk maintenance margin requirement plus 8% of the non-customer risk maintenance margin requirement, as these terms are defined. In addition, Dorman Trading is subject to the minimum capital requirements of the exchanges on which Dorman Trading does business. At September 30, 2026 and December 31, 2025, Dorman Trading had adjusted net capital of $67.2 million and $27.7 million, respectively. Under Regulation 1.17, the net capital requirement at September 30, 2026 and December 31, 2025 was $5.1 million and $4.5 million, respectively. Additionally, as of September 30, 2026 and December 31, 2025, Dorman Trading was in compliance with the minimum capital requirements of the exchanges in which Dorman Trading operates. The net capital rule may effectively restrict member withdrawals and the repayment of subordinated loans. In connection with Dorman Trading’s clearing membership with The Options Clearing Corporation (“OCC”), which commenced in September 2026, Dorman Trading drew $40 million under a subordinated loan agreement with MIH. Dorman Trading may include the loan toward its regulatory capital subject to certain requirements, including limits on when or whether Dorman Trading may repay MIH. Claims and Litigation Nasdaq On September 1, 2017, Nasdaq, Inc., together with its subsidiaries Nasdaq ISE, LLC and FTEN, Inc. (together, “Nasdaq”), filed an action against the Company and certain of its subsidiaries in the U.S. District Court for the District of New Jersey (the “Court”) alleging infringement of seven patents and trade secret misappropriation relating to electronic trading technology and platforms. The Company subsequently filed seven petitions before the Patent Trial and Appeal Board (“PTAB”) at the United States Patent and Trademark Office (“USPTO”) challenging the validity of Nasdaq’s asserted patents. The Court proceeding was stayed in December 2018, pending resolution of the PTAB proceedings. The Court dismissed with prejudice one of the asserted patents from the Court action, and the Company withdrew its petition at the PTAB with respect to that patent. All claims asserted by Nasdaq against the Company under the remaining six patents at issue were invalidated by the PTAB in 2019 (the “PTAB Final Written Decisions”). On June 7, 2022, the USPTO Director denied Nasdaq’s request for Director review of the PTAB Final Written Decisions. On August 31, 2021, the Company filed an Answer and Counterclaims in the Court (the “Company’s Answer”). The claims and counterclaims are referred hereto as the “Litigation”). Discovery on the Company’s counterclaims was scheduled to end on July 13, 2026. The parties were engaged in discovery and depositions throughout May and June 2026, and also participated in settlement discussions in early to mid-June 2026. On June 15, 2026, the parties informed the Court that they had reached an agreement in principle with regard to settlement and asked the Court to stay counterclaim discovery for 45 days to allow the parties to finalize a settlement agreement, which request the Court granted on the same day. Subsequently, the parties resolved all claims and counterclaims against each other that have been or could have been asserted in the Litigation. On July 20, 2026, the Court entered an Order of Dismissal With Prejudice that dismissed all claims for relief and counterclaims asserted in the Litigation. As of June 30, 2026, the Company determined that a loss related to the Litigation was probable and was reasonably estimable. Accordingly, the Company recorded an accrued liability of $30.0 million within accounts payable and other liabilities in the condensed consolidated balance sheet as of June 30, 2026, with a corresponding charge to litigation settlement expense in the condensed consolidated statements of operations for the nine months ended September 30, 2026. The Company paid the $30.0 million settlement on July 20, 2026. Each party released and discharged the other party from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, expenses, and liabilities of any kind or nature whatsoever, whether known or unknown, asserted or unasserted, that the releasing party ever had, now have, or may hereafter have against any the released party, based on or arising from conduct occurring on or before July 16, 2026 (the “Effective Date”), where such released claims have been brought or could have been brought in the Litigation. The claims by Nasdaq against the Company that were released include, without limitation, any and all claims through the Effective Date that the Company and any affiliate of the Company has misappropriated, or is utilizing or has utilized, any technology, patents, confidential information, trade secrets, or other allegedly proprietary intellectual property of Nasdaq. The Company remains free to operate its business without any license or consent being required from Nasdaq with respect to all matters asserted by Nasdaq in the Litigation, and the Company may freely operate or modify existing exchanges and trading platforms, create and operate new exchanges and trading platforms, and license, commercialize, improve, utilize, implement, and sell any technology, without ever being subject to a claim that such activity infringes any rights of Nasdaq that were asserted in the Litigation. General As a self-regulatory organization under the jurisdiction of the SEC, and as a DCO and DCM under the jurisdiction of the CFTC, and as registered exchanges under the jurisdictions of the Bermuda Monetary Authority (“BMA”) and GFSC, each of the MIAX Exchanges, MIAX Futures, BSX and TISE are subject to routine reviews and inspections by the SEC, CFTC, BMA and GFSC, respectively and as applicable. Dorman Trading, as a registered Futures Commission Merchant (“FCM”), is regulated by the CFTC and is subject to routine reviews and inspections by the CFTC and National Futures Association (“NFA”). Management does not believe that the outcome of any of these reviews or inspections will have a material impact on the condensed consolidated financial position, results of operations or cash flows of the Company. In the normal course of its business, the Company is exposed to asserted and unasserted claims. In the opinion of management, these matters will not have a material adverse effect on the condensed consolidated financial position, results of operations or cash flows of the Company.
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