株探米国株
英語
エドガーで原本を確認する
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  ☒



Item 8.01 Other Events.
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. ☒ 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
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

 

EX-99.1 2 miaxsaleofmiaxdxtorobinh.htm EX-99.1 miaxsaleofmiaxdxtorobinh
FOR IMMEDIATE RELEASE November 25, 2025 1 Miami International Holdings Announces Sale of MIAXdx to Robinhood Markets in Partnership with Susquehanna International Group Miami International Holdings to Retain 10% Stake in the Exchange and Clearinghouse PRINCETON, N.J. and MIAMI — November 25, 2025 — Miami International Holdings, Inc. (MIAX®) (NYSE: MIAX), a technology-driven leader in building and operating regulated financial markets across multiple asset classes, today announced it has entered into an agreement to sell 90% of the issued and outstanding equity in MIAX Derivatives Exchange (MIAXdx™), a wholly owned subsidiary of MIAX, to Robinhood Markets, Inc. (Robinhood) (NASDAQ: HOOD) in partnership with Susquehanna International Group. MIAX will retain the remaining 10% of the issued and outstanding equity of MIAXdx. MIAXdx is a Designated Contract Market (DCM) and Derivatives Clearing Organization (DCO) with regulatory approval from the Commodity Futures Trading Commission (CFTC) to list and clear fully collateralized futures, options on futures and swaps. “Through our retained equity stake, the transaction announced today will provide MIAX with access to the growing prediction markets on an expedited basis,” said Thomas P. Gallagher, Chairman and Chief Executive Officer of MIAX. “The transaction with Robinhood closely aligns with our strategy of partnering with industry leaders to offer innovative trading products to the market, and we’re excited about the opportunity to gain exposure to prediction markets through this initiative. The transaction represents a logical step forward for MIAX as we continue to focus on strategic growth opportunities within our core exchanges.” “We’re excited to continue working with MIAX as investors in this exchange,” said JB Mackenzie, VP and GM of Futures and International at Robinhood. “MIAX is a market leading exchange operator and we look forward to exploring future partnership opportunities to deliver products that meet the needs of Robinhood's customers.” Mr. Gallagher added, “We have evaluated alternatives to facilitate our entry to the prediction markets, and we believe that today’s strategic alignment is the right lever for offering institutional and retail futures traders exposure in the growing prediction markets while providing MIAX with potential long-term value.” The transaction is expected to close in the first quarter of 2026 and is subject to customary closing conditions and certain filings with the CFTC. ###


 
FOR IMMEDIATE RELEASE November 25, 2025 2 About MIAX Miami International Holdings, Inc. (NYSE: MIAX) is a technology-driven leader in building and operating regulated financial markets across multiple asset classes and geographies. MIAX operates nine exchanges across options, futures, equities and international markets including MIAX® Options, MIAX Pearl®, MIAX Emerald®, MIAX Sapphire®, MIAX Pearl Equities™, MIAX Futures™, MIAXdx™, The Bermuda Stock Exchange (BSX) and The International Stock Exchange (TISE). MIAX also owns Dorman Trading, a full-service Futures Commission Merchant. To learn more about MIAX, please visit www.miaxglobal.com. Disclaimer and Cautionary Note Regarding Forward-Looking Statements This press release may contain forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally preceded by words such as "may," "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." You are cautioned that such statements are based on management’s current expectations and are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements. Additional risks and uncertainties that may cause actual results to differ materially include the risks and uncertainties listed in Miami International Holdings, Inc.’s (together with its subsidiaries, the Company) public filings with the Securities and Exchange Commission. In providing forward-looking statements, the Company is not undertaking any duty or obligation to update these statements publicly as a result of new information, future events or otherwise. All third-party trademarks (including logos and icons) referenced by the Company remain the property of their respective owners. Unless specifically identified as such, the Company's use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between the owners of these trademarks and the Company. Any references by the Company to third-party trademarks is to identify the corresponding third-party goods and/or services and shall be considered nominative fair use under the trademark law. MIAX Contacts: Investors investor.relations@miaxglobal.com Media media@miaxglobal.com