[8-K] MIAMI INTERNATIONAL HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Miami International Holdings, Inc. announced that director Jamil Nazarali notified the company he will resign effective October 3, 2025. The notice says the resignation is to "pursue other professional opportunities" and was not the result of any dispute or disagreement with the company, its management, or its board. The filing does not state any replacement director, transition plan, or additional details about Mr. Nazarali's future roles. This is a director-level governance change affecting board composition effective on a specific in 2025.

Insights

Corporate Governance Analyst

Board member resignation scheduled for October 3, 2025, described as voluntary.

The departure of Jamil Nazarali reduces the company’s board membership unless and until a successor is named. For investors, a director resignation changes governance composition but is routine when described as voluntary and not dispute-driven.

Key dependencies include whether the board names a replacement and the company’s current board size and committee assignments; those items are not disclosed here. Watch for a follow-up disclosure on any appointment or committee reshuffle within the next several weeks to months.

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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): October 3, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2025, Jamil Nazarali, a director of Miami International Holdings, Inc. (the "Company"), notified the Company of his intention to resign effective as of such date, in order to pursue other professional opportunities. Mr. Nazarali's resignation was not the result of any dispute or disagreement with the Company, its management or board of directors.

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: October 8, 2025

Miami International Holdings, Inc.

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

Chairman and Chief Executive Office