Miami International appoints Eric Sites to board

Miami International Holdings, Inc. has elected Eric Sites to its board of directors to fill an existing vacancy.

Rhea-AI Filing Summary

Miami International Holdings, Inc. has elected Eric Sites to its board of directors to fill an existing vacancy. The board approved his appointment on April 23, 2026, effective April 24, 2026.

He will serve until the 2026 Annual Meeting of Shareholders, receive the same compensation as other non‑employee directors, and currently has no committee assignments. The company states he has no family relationships with its directors or executive officers and no transactions requiring disclosure under Item 404(a) of Regulation S‑K. Sites has entered into an indemnification agreement that may cover legal expenses and related costs arising from his board service.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board election date: April 23, 2026 Effective date: April 24, 2026 Par value per share: $0.001 per share +2 more

5 metrics

Board election date April 23, 2026 Date board elected Eric Sites as director

Effective date April 24, 2026 Date Eric Sites’ board service begins

Par value per share $0.001 per share Common stock par value

Commission file number 001-42805 SEC registration reference for the company

Principal office address 7 Roszel Road, Suite 1A Part of the company’s listed headquarters address

Key Terms

Nominating and Corporate Governance Committee, indemnification agreement, Item 404(a) of Regulation S-K, emerging growth company, +1 more

5 terms

Nominating and Corporate Governance Committee financial

"upon recommendation from the Nominating and Corporate Governance Committee of the Board"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

indemnification agreement financial

"Mr. Sites has entered into an indemnification agreement with the Company"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

Item 404(a) of Regulation S-K regulatory

"that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Shareholders financial

"until the 2026 Annual Meeting of Shareholders or until his successor"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Miami International Holdings (MIAX) announce in this 8-K filing?

Miami International Holdings announced the election of Eric Sites as a director to its board. He fills an existing vacancy, will serve until the 2026 Annual Meeting of Shareholders, and will receive the same compensation as other non-employee directors, with no current committee assignments disclosed.

When does Eric Sites’ term as a director of MIAX begin and end?

Eric Sites’ board service becomes effective April 24, 2026. He will serve until the 2026 Annual Meeting of Shareholders, or until a successor is duly elected and qualified, or until his earlier death, resignation, or removal, as outlined by the company’s disclosure.

Does Eric Sites have any family or related-party relationships with MIAX leadership?

The company states that Eric Sites has no family relationships with its directors or executive officers. It also reports no transactions or proposed transactions with him that would require disclosure under Item 404(a) of Regulation S-K, indicating no reported related-party arrangements.

How will Eric Sites be compensated as a director of MIAX?

The filing explains that Eric Sites will be compensated in the same manner as the company’s other non-employee directors. While specific amounts are not detailed here, this language signals he will follow the standard non-employee director compensation program already in place at MIAX.

What indemnification protections does MIAX provide to Eric Sites as a director?

Eric Sites entered into an indemnification agreement with the company, based on a form previously filed as an exhibit. Under its terms, MIAX may indemnify him for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts arising from actions related to his board service.

Was Eric Sites elected to the MIAX board through any prior arrangement or understanding?

The company states there are no arrangements or understandings between Eric Sites and any other persons under which he was elected as a director. His election followed a recommendation from the Nominating and Corporate Governance Committee and approval by the full board.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 07:17 AM EDT Learn about SEC filing dates

false000143847200014384722026-04-232026-04-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________

FORM 8-K

________________________________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 23, 2026

________________________________________

Miami International Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

________________________________________

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)

________________________________________

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2026, the board of directors (the “Board”) of Miami International Holdings, Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, elected Eric Sites as a director to the Board to fill an existing vacancy, effective as of April 24, 2026, until the 2026 Annual Meeting of Shareholders or until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Sites has not been appointed to serve on any committees of the Board.

Mr. Sites will be compensated in the same manner as the Company’s other non-employee directors. Mr. Sites has no family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. Sites 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 Mr. Sites and any other persons pursuant to which he was elected as a director.

Mr. Sites 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 Mr. Sites for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his 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: April 27, 2026

Miami International Holdings, Inc.

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

Chairman and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

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