Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, with the participation and supervision of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.
Management's Annual Report on Internal Control over Financial Reporting
This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Attestation Report of the Registered Public Accounting Firm
This annual report does not include an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
Changes in Internal Control over Financial Reporting
No changes occurred in the Company’s internal control over financial reporting during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
(a) None.
(b) Insider Adoption or Termination of Trading Arrangements
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The directors and officers who informed us of the adoption, modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408(c) of Regulation S-K) during the quarter ended December 31, 2025, are described in the table below. Each such plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”).
Name and Title Action Date Adopted Aggregate Number of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Expiration Date (1)
Thomas P. Gallagher
Chairman & Chief Executive Officer (2 )
Adoption 12/29/2025 up to 1,158,335 (3) shares to be sold
2/15/2027
Lance Emmons
Executive Vice President, Chief Financial Officer
Adoption 12/17/2025 up to 70,000 shares to be sold
3/16/2027
Shelly Brown Executive Vice President, Chief Strategy Officer
Adoption 12/22/2025 up to 161,167 (4) shares to be sold
10/1/2026
Barbara Comly
Executive Vice President, General Counsel and Corporate Secretary
Adoption 12/18/2025 up to 416,668 shares to be sold
2/15/2027
Edward Deitzel
Executive Vice President and Chief Regulatory Officer; Chief Compliance Officer of the MIAX Exchanges
Adoption 12/30/2025 up to 133,335 shares to be sold
3/10/2027
Douglas M. Schafer Jr.
Executive Vice President and Chief Information Officer
Adoption 12/16/2025 up to 483,334 shares to be sold
2/10/2027
Kurt M. Eckert
Director
Adoption 12/18/2025 up to 55,105 shares to be sold
9/1/2026
J. Gray Teekell
Director
Adoption 12/17/2025 up to 18,000 shares to be sold
10/1/2026
(1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. Each Rule 10b5-1 Plan only permits transactions upon expiration of the applicable mandatory cooling-off period.
(2) This plan is for both Mr. Gallagher and Gallagher Investments, LLC as to which Mr. Gallagher maintains beneficial ownership, including dispositive and voting control over.
(3) Mr. Gallagher’s rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain restricted stock awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of such future vesting event. For purposes of this disclosure, the aggregate number of securities reported reflects the maximum number of shares that may be received upon the vesting of certain restricted stock awards, excluding the potential effect of shares that may be withheld for taxes.
(4) Mr. Brown’s rule 10b5-1 trading arrangement provides for the sale of certain shares to be received upon future vesting of certain restricted stock awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be sold and withheld, and thus the exact number of shares to be sold pursuant to the Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of the future vesting event. For purposes of this disclosure, the aggregate number of securities reported reflects the maximum number of shares that may be received upon the vesting of certain restricted stock awards, excluding the potential effect of shares that may be withheld for taxes.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Information relating to the Company’s directors, including our audit committee and audit committee financial experts and the procedures by which stockholders can recommend director nominees, and the Company’s executive officers will be in the Company’s definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed within 120 days of the end of the Company’s fiscal year ended December 31, 2025 (“2026 Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation
Information relating to the Company’s executive officer and director compensation and the compensation committee of the Company’s Board of Directors will be in the 2026 Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information relating to security ownership of certain beneficial owners of the Company’s common stock, information relating to the security ownership of the Company’s management, and equity compensation plan information will be in the 2026 Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence will be in the 2026 Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
Information regarding principal accountant fees and services will be in the 2026 Proxy Statement and is incorporated herein by reference.
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Part IV
Item 15. Exhibits
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 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)
4.3≠
Warrant Issued to Multi-Strategy Asset Master, LLC dated August 1 9 , 2025 for 100,000 shares
4.4≠
Warrant Issued to Multi-Strategy Asset Master, LLC dated August 1 9 , 2025 for 100,000 shares
4.5≠
Warrant Issued to Skylight Aggregator, L.P. dated December 15, 2025 for 97,280 shares
4.6≠
Warrant Issued to WPCS FF Excelsior, L.P. dated December 15, 2025 for 8,205 shares
4.7 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
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. 2 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 10.4 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)
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)
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Exhibit Number Exhibit Description
10.10+* Miami International Holdings, Inc. 2021 Stock Option and Incentive Plan for Employees and Consultants (Incorporated by reference to Exhibit 10.10 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 10.11 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 10.12 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 10.13 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 10.15 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 10.16 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 10.17 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 10.19 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025)
10.20≠#*
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 10.24 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 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025)
10.22+#*
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 10.20 to the Company’s Registration Statement on Form S-1 filed with the SEC on July 18, 2025)
10.23+#*
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)
10.24+#≠
Amended and Restated Employment Agreement effective as of January 1, 202 4 b y and between the Registrant and Lance Emmons
10.25+#≠
Amended and Restated Employment Agreement dated January 1, 2022 by and between Miami International Holdings, Inc. and Barbara J. Comly (as amended by those certain am endments dated August 4, 2023, July 1, 2024 and July 17, 2025 )
14.1 Code of Ethics for Senior Financial Officers
19.1 Insider Trading Compliance Poli cy
21.1 List of Subsidiaries of the Registrant
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Exhibit Number Exhibit Description
23.1 Consent of KPMG LLP
24.1 Power of Attorney (contained on signature page )
31.1**
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2**
CFO 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**
C F O Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
97.1 Miami International Holdings, Inc. Clawback Policy, effective as of August 13, 2025
101.INS
iXBRL Instance Document
101.SCH
iXBRL Taxonomy Extension Schema Document
101.CAL
iXBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
iXBRL Taxonomy Extension Definition Linkbase
101.LAB
iXBRL Taxonomy Extension Label Linkbase Document
101.PRE
iXBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded as Inline XBRL document).
__________________
* Indicates previously filed
** Furnished, not filed.
+ Indicates management contract or compensatory plan
† Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(2) or (10).
# 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in Princeton, New Jersey on March 5, 2026.
MIAMI INTERNATIONAL HOLDINGS, INC.
By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Lance Emmons
Lance Emmons
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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POWER OF ATTORNEY
We the undersigned executive officers and directors of Miami International Holdings, Inc., hereby severally constitute and appoint Thomas P. Gallagher and Barbara Comly, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K for the year ended December 31, 2025 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.
Signature Title Date
/s/ Thomas P. Gallagher
Chairman and Chief Executive Officer
( Principal Executive Officer )
March 5, 2026
Thomas P. Gallagher
/s/ Lance Emmons
Executive Vice President and Chief Financial Officer
( Principal Financial and Accounting Officer )
March 5, 2026
Lance Emmons
/s/ Talal Jassim Al-Bahar
Director March 5, 2026
Talal Jassim Al-Bahar
/s/ John Beckelman
Director March 5, 2026
John Beckelman
/s/ Lee Becker
Director March 5, 2026
Lee Becker
/s/ David Brown
Director March 5, 2026
David Brown
/s/ Kurt M. Eckert
Director March 5, 2026
Kurt M. Eckert
/s/ Kenneth W. Lozier
Director March 5, 2026
Kenneth W. Lozier
/s/ Mark I. Massad
Director March 5, 2026
Mark I. Massad
/s/ Lisa Moore
Director March 5, 2026
Lisa Moore
/s/ Mark F. Raymond
Director March 5, 2026
Mark F. Raymond
/s/ Cynthia Schwarzkopf
Director March 5, 2026
Cynthia Schwarzkopf
/s/ Murray Stahl
Director March 5, 2026
Murray Stahl
/s/ Paul V. Stahlin
Director March 5, 2026
Paul V. Stahlin
/s/ J. Gray Teekell
Director March 5, 2026
J. Gray Teekell
178