MIAMI INTERNATIONAL HOLDINGS, INC. 10-Q

Item 5. Other Information Securities Trading Plans of Executive Officers and Directors 140 Table of Contents During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b-5 trading arrangement" as such terms are defined in Item 408(a) of Regulation S-K. 141 Table of Contents Item 6. Exhibits The documents listed below are filed (or furnished, as noted) as exhibits to this Quarterly Report on Form 10-Q: Exhibit Number Exhibit Description 3.1* Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18 , 2025) 3.2* Amended and Restated By-Laws of the Registrant (Incorporated by reference to Exhibit 3. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.1* Form of Voting Common Stock Certificate (Incorporated by reference to Exhibit 4 .1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.2≠* Warrant Issued to FCS Advisors LLC, d/b/a Brevet Capital Advisors dated July 29, 2021 for 200,000 shares (Incorporated by reference to Exhibit 4. 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.3≠* Warrant Issued to FCS Advisors LLC, d/b/a Brevet Capital Advisors dated December 4, 2023 for 200,000 shares (Incorporated by reference to Exhibit 4. 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.4≠* Warrant Issued to Skylight Aggregator, L.P. dated November 4, 2024 for 2,800,291 shares (Incorporated by reference to Exhibit 4. 4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.5≠* Warrant Issued to Skylight Aggregator, L.P. dated November 4, 2024 for 4,200,436 shares (Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.6≠* Warrant Issued to WPCS FF Excelsior, L.P. dated November 4, 2024 for 354,240 shares (Incorporated by reference to Exhibit 4. 6 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.7≠* Warrant Issued to WPCS FF Excelsior, L.P. dated November 4, 2024 for 236,160 shares (Incorporated by reference to Exhibit 4. 7 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 4.8≠* Warrant Issued to Citadel Securities Principal Investments LLC. dated June 30, 2025 for 12,437,007 shares (Incorporated by reference to Exhibit 4. 8 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.1+* Miami International Holdings, Inc. 2008 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10 .1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.2+* Miami International Holdings, Inc. 2008 Stock Incentive Plan for Non-Employee Directors and Members of the Board of Advisors, as amended (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.3+* Form of Miami International Holdings, Inc. Stock Option Agreement [for Employees] pursuant to 2008 Stock Incentive Plan, as amended (Incorporated by reference to Exhibit 10 . 3 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.4+* Form of Miami International Holdings, Inc. Non-Qualified Stock Option Agreement [for Non-Employee Directors] pursuant to 2008 Stock Incentive Plan for Non-Employee Directors and Members of the Board of Advisors, as amended (Incorporated by reference to Exhibit 1 0.4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.5+* Miami International Holdings, Inc. 2013 Stock Option and Incentive Plan for Employees and Consultants, as amended (Incorporated by reference to Exhibit 10 . 5 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 142 Table of Contents Exhibit Number Exhibit Description 10.6+* Miami International Holdings, Inc. 2013 Stock Option and Incentive Plan for Non-Employee Directors, Committee Members and Members of the Board of Advisors, as amended (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.7+* Form of Miami International Holdings, Inc. Notice of Stock Option Grant and Stock Option Award Agreement pursuant to 2013 Stock Option and Incentive Plan for Employees and Consultants, as amended (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.8+* Form of Miami International Holdings, Inc. Restricted Stock Award Agreement pursuant to 2013 Stock Option and Incentive Plan for Employees and Consultants, as amended (Incorporated by reference to Exhibit 10 . 8 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.9+* Form of Miami International Holdings, Inc. Notice of Stock Option Grant and Stock Option Award Agreement pursuant to 2013 Stock Option and Incentive Plan for Non-Employee Directors, Committee Members and Members of the Board of Advisors, as amended (Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.10+* Miami International Holdings, Inc. 2021 Stock Option and Incentive Plan for Employees and Consultants (Incorporated by reference to Exhibit 1 0.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.11+* Form of Miami International Holdings, Inc. Notice of Stock Option Grant and Stock Option Award Agreement pursuant to 2021 Stock Option and Incentive Plan for Employees and Consultants (Incorporated by reference to Exhibit 1 0.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.12+* Form of Miami International Holdings, Inc. Restricted Stock Award Agreement pursuant to 2021 Stock Option and Incentive Plan for Employees and Consultants (Incorporated by reference to Exhibit 1 0.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.13+* Omnibus Amendment to Stock Incentive Plans of Miami International Holdings, Inc. (Incorporated by reference to Exhibit 1 0.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.14+* Miami International Holdings, Inc. 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.15+* Form of Notice of Stock Option Grant and Stock Option Award Agreement pursuant to the Miami International Holdings, Inc. 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 1 0.15 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.16+* Form of Restricted Stock Award Agreement pursuant to the Miami International Holdings, Inc. 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 1 0.16 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.17+* Miami International Holdings, Inc. Transaction Incentive Plan (Incorporated by reference to Exhibit 1 0.17 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.18+* Form of Award Agreement pursuant to Miami International Holdings, Inc. Transaction Incentive Plan (Incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.19* Form of Indemnification Agreement (Incorporated by reference to Exhibit 1 0.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.20+#* Amended and Restated Employment Agreement effective as of January 1, 2024 by and between Miami International Holdings, Inc. and Shelly Brown (Incorporated by reference to Exhibit 1 0.20 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.21+≠* Amended and Restated Employment Agreement dated as of July 17, 2025 between Miami International Holdings, Inc. and Thomas P. Gallagher (Incorporated by reference to Exhibit 1 0.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 143 Table of Contents Exhibit Number Exhibit Description 10.22+#* Amended and Restated Employment Agreement dated July 1, 2024 by and between Miami International Holdings, Inc. and Douglas M. Schafer Jr. (Incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 10.23≠#* Exchange Agreement by and among Miami International Holdings, Inc. and Citadel Securities Principal Investments LLC, dated as of June 30, 2025 (Incorporated by reference to Exhibit 1 0.2 4 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025) 31.1 CEO Certification Pursuant to Section 302 of the Sarbanes -Oxley Act 3 1.2 C FO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act 32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act 101 Interactive Data File 104 Cover Page Interactive Data File (contained in Exhibit 101) __________________ * Indicates previously filed. + Indicates management contract or compensatory plan. # Indicates portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request. ≠ Indicates portions of this exhibit have been omitted in accordance with Item 601(a)(6) of Regulation S-K. The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act of the Exchange Act. 144 Table of Contents 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: November 7, 2025 MIAMI INTERNATIONAL HOLDINGS, INC. By: /s/ Thomas P. Gallagher Thomas P. Gallagher Chairman and Chief Executive Officer By: /s/ Lance Emmons Lance Emmons Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 145