MIAX agrees to divest MIAXdx to Robinhood and Susquehanna partnership

Rhea-AI Filing Summary

Miami International Holdings, Inc. (MIAX) reported that it has entered into an agreement to sell its wholly owned subsidiary, MIAX Derivatives Exchange (MIAXdx), to Robinhood Markets, Inc. in partnership with Susquehanna International Group. The deal is described in a MIAXdx Agreement between the parties.

The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and required filings with the Commodity Futures Trading Commission. MIAX also issued a press release on November 25, 2025, providing further details on the planned sale.

Insights

Equity and market-structure analyst

MIAX plans to divest MIAXdx to Robinhood and Susquehanna, potentially reshaping its derivatives focus.

Miami International Holdings is moving to sell its MIAX Derivatives Exchange subsidiary to Robinhood Markets, in partnership with Susquehanna International Group. This indicates a strategic shift in how MIAX participates in derivatives trading infrastructure, transferring ownership of MIAXdx to a major retail brokerage platform combined with a large proprietary trading firm.

The closing is expected in the first quarter of 2026, subject to customary conditions and Commodity Futures Trading Commission-related filings. Actual impact will depend on final terms, any ongoing commercial relationships between MIAX and the buyers, and how MIAX reallocates resources after exiting direct ownership of MIAXdx. Subsequent company disclosures may outline financial details and the post-transaction strategy more clearly.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What major transaction did Miami International Holdings (MIAX) announce?

Miami International Holdings, Inc. announced it entered into a MIAXdx Agreement to sell its wholly owned subsidiary, MIAX Derivatives Exchange (MIAXdx), to Robinhood Markets, Inc. in partnership with Susquehanna International Group.

Who are the buyers of MIAX Derivatives Exchange (MIAXdx) from MIAX?

The buyers are Robinhood Markets, Inc., working in partnership with Susquehanna International Group, under the terms of the MIAXdx Agreement.

When is the MIAXdx sale expected to close for Miami International Holdings (MIAX)?

The transaction involving MIAX Derivatives Exchange is expected to close in the first quarter of 2026, subject to customary closing conditions and required Commodity Futures Trading Commission filings.

What regulatory conditions apply to the MIAXdx sale announced by MIAX?

Closing of the MIAXdx sale is subject to customary closing conditions and completion of certain filings with the Commodity Futures Trading Commission.

Did Miami International Holdings (MIAX) provide additional details on the MIAXdx sale?

Yes. MIAX issued a press release dated November 25, 2025, attached as Exhibit 99.1, which is incorporated by reference and provides additional information on the MIAXdx sale.

How is the MIAXdx sale information treated under SEC rules for MIAX?

The information about the MIAXdx sale, including Exhibit 99.1, is being furnished to the SEC and is not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934.

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Accepted by SEC EDGAR 11/26/2025 - 04:01 PM Learn about SEC filing dates

false000143847200014384722025-11-262025-11-26

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): November 25, 2025

________________________________________

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 8.01 Other Events.

On November 25, 2025, Miami International Holdings, Inc. (the “Company”) announced it entered into an agreement (the “MIAXdx Agreement”) to sell MIAX Derivatives Exchange (“MIAXdx”), a wholly owned subsidiary of the Company, to Robinhood Markets, Inc. in partnership with Susquehanna International Group. The transaction contemplated by the MIAXdx Agreement is expected to close in the first quarter of 2026, subject to customary closing conditions and certain filings with the Commodity Futures Trading Commission.

The Company's press release, dated November 25, 2025, is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press Release, dated November 25, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 26, 2025

Miami International Holdings, Inc.

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

Chairman and Chief Executive Office