UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2524, 2026

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Miami International Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-42805	26-1482385
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
7 Roszel Road, Suite 1A Princeton, New Jersey 08540

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: (609) 897-7300

N/A

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	MIAX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.02 ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Since~~(a) ~~February~~On 18March 24, 2026, ~~the~~Lee ~~end~~Becker ofinformed the ~~period~~board ~~covered~~of bydirectors (the ~~most~~“Board”) ~~recent report filed on any~~ of ~~Forms 8-K, 10-K or 10-Q under this Item 3.02 by~~ Miami International Holdings, Inc. (the “Company”), ~~through~~that ~~February~~he ~~25,~~does ~~2026,~~not ~~the~~intend ~~Company~~to ~~issued~~stand afor ~~total~~reelection ofat ~~1,033,166~~the ~~shares~~2026 ofAnnual ~~its~~Meeting ~~common~~of ~~stock,~~Shareholders ~~par value $0.001 per share~~ (the “~~Common~~Annual ~~Stock~~Meeting”),. inMr. ~~connection~~Becker’s ~~with~~decision ~~the~~not ~~exercise~~to ofstand ~~pre-funded~~for ~~warrants~~reelection ~~and~~was ~~warrants~~not ~~held~~the byresult ~~two~~of ~~warrant~~any ~~holders~~disagreement ofwith the Company’s inoperations, ~~consideration~~policies ~~for~~or ~~the~~practices. ~~surrender~~Mr. ofBecker will remain a ~~total~~member of 29the Board until the Annual Meeting,~~404~~ ~~shares~~at ofwhich ~~Common~~time ~~Stock~~his ~~pursuant~~current toterm ~~cashless~~will ~~exercises~~expire.

Title of Securities	Issuance Date	Number of Shares Issued	Aggregate Consideration
Common Stock	2/25/2026	842,531	Surrender of 44 shares of Common Stock pursuant to the cashless exercises of pre-funded warrants.
Common Stock	2/25/2026	190,635	Surrender of 29,360 shares of Common Stock pursuant to the cashless exercises of warrants with an exercise price of $5.50 per share.

The Board thanked Mr. Becker for his service and contributions to the Company.

~~The~~(d) ~~securities~~Also ~~referred~~on toMarch in24, ~~this~~2026, ~~Item~~the ~~3.02~~Board onof ~~Form~~the ~~8-K~~Company, ~~were~~upon ~~issued~~recommendation from the Nominating and ~~sold~~Corporate inGovernance ~~reliance~~Committee ~~upon~~of the ~~exemption~~Board, ~~from~~elected Jill E. Sommers as a director to the ~~registration~~Board ~~requirements~~to fill an existing vacancy, effective as of March 25, 2026, until the ~~Securities~~Annual ~~Act~~Meeting ~~afforded~~of byStockholders ~~Section~~to ~~4(a)(2)~~be held in 2026 or until her successor has been duly elected and qualified or until her earlier death, resignation or removal. Ms. Sommers has not been appointed to serve on any committees of the ~~Securities Act~~Board.

Ms. Sommers will be compensated in the same manner as the Company’s other non-employee directors. Ms. Sommers has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Ms. Sommers and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings between Ms. Sommers and any other persons pursuant to which she was elected as a director.

Ms. Sommers has entered into an indemnification agreement with the Company, a form of which was filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025. Pursuant to the terms of this agreement, the Company may be required, among other things, to indemnify Ms. Sommers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by her in any action or proceeding arising out of her service as a director of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 226, 2026

Miami International Holdings, Inc.

By: /s/ Thomas P. ~~GallagherThomas~~Gallagher Thomas P. Gallagher

Chairman and Chief Executive Officer

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