Miami International sets new executive bonus plan

Miami International Holdings, Inc. adopted a new Senior Executive Annual Bonus Plan effective for performance periods beginning January 1, 2026.

Rhea-AI Filing Summary

Miami International Holdings, Inc. adopted a new Senior Executive Annual Bonus Plan effective for performance periods beginning January 1, 2026. The plan covers executive officers and other employees designated by the CEO, with administration handled by the Board’s Compensation Committee for executives and by the CEO for other participants.

Awards will be earned based on performance metrics set for each performance period, which the company expects to be each fiscal year. Earned bonuses may be paid in cash or in common stock issued under the company’s 2022 Equity Incentive Plan and are subject to the company’s clawback policy and applicable law. The full plan text will be filed as an exhibit to the Form 10-Q for the quarter ended June 30, 2026.

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 Terms

Senior Executive Annual Bonus Plan, Compensation Committee, 2022 Equity Incentive Plan, clawback policy, +1 more

5 terms

Senior Executive Annual Bonus Plan financial

"approved and adopted the Miami International Holdings, Inc. Senior Executive Annual Bonus Plan (the “Bonus Plan”)"

Compensation Committee financial

"the Compensation Committee (the “Compensation Committee”) of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

2022 Equity Incentive Plan financial

"cash or common stock granted under the Company’s 2022 Equity Incentive Plan"

clawback policy financial

"Payments in respect of earned awards under the Bonus Plan are subject to the Company’s clawback policy"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

executive officers financial

"to be effective for performance periods beginning January 1, 2026 for executive officers and other employees"

FAQ

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

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

Miami International Holdings approved a Senior Executive Annual Bonus Plan effective for 2026 performance periods. The plan governs how executive officers and certain employees can earn annual bonuses based on defined performance metrics set for each fiscal-year performance period.

When does the MIAX Senior Executive Annual Bonus Plan take effect?

The Senior Executive Annual Bonus Plan is effective for performance periods beginning January 1, 2026. The company expects each performance period to align with its fiscal year, so bonuses will generally be determined and paid based on full-year performance results.

Who is covered by the MIAX Senior Executive Annual Bonus Plan?

The plan covers Miami International Holdings’ executive officers and other employees designated by the CEO. The Compensation Committee administers the plan for executive officers, while the CEO administers it for all other eligible participants included under the program.

How will bonuses be determined under the MIAX Senior Executive Annual Bonus Plan?

Bonuses will be earned based on performance metrics set for each performance period. The administrator, either the Compensation Committee or the CEO, will determine the applicable metrics and assess whether required performance levels are met for the fiscal-year period.

In what form can MIAX bonus payments be made under the new plan?

Payments under the Senior Executive Annual Bonus Plan may be made in cash or in shares of common stock granted under the company’s 2022 Equity Incentive Plan. This structure allows the company to use either cash compensation or equity-based awards for earned bonuses.

Is the MIAX Senior Executive Annual Bonus Plan subject to a clawback policy?

Yes. Payments made under the Senior Executive Annual Bonus Plan are subject to Miami International Holdings’ clawback policy. They are also subject to applicable law, meaning certain bonus amounts may be recovered if future conditions outlined in those policies or laws are triggered.

Where can investors access the full MIAX Senior Executive Annual Bonus Plan document?

The company expects to file the full text of the Senior Executive Annual Bonus Plan as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Investors can review that filing once it becomes publicly available.

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

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Accepted by SEC EDGAR 06/17/2026 - 04:18 PM EDT Learn about SEC filing dates

false000143847200014384722026-06-152026-06-15

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): June 15, 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.

Senior Executive Annual Bonus Plan

On June 15, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Miami International Holdings, Inc. (the “Company”) approved and adopted the Miami International Holdings, Inc. Senior Executive Annual Bonus Plan (the “Bonus Plan”) to be effective for performance periods beginning January 1, 2026 for executive officers and other employees as designated by the Company’s Chief Executive Officer (the “CEO”). With respect to the Company’s executive officers, the Bonus Plan is administered by the Compensation Committee and by the CEO for all other participants.

Awards under the Bonus Plan will be earned based on the achievement of performance metrics for the applicable performance period, which the Company expects to be each fiscal year, in each case, as determined by the administrator. Payment with respect to earned awards under the Bonus Plan may be made in the form of cash or common stock granted under the Company’s 2022 Equity Incentive Plan Payments in respect of earned awards under the Bonus Plan are subject to the Company’s clawback policy and applicable law.

The foregoing summary of the Bonus Plan is qualified in its entirety by reference to the full text of the Bonus Plan, which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

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: June 17, 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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