Miami International Holdings Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Miami International Holdings, Inc. (Exact name of registrant as specified in its charter)________________________________________ Delaware26-1482385 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) (609) 897-7300Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Table of Contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant was aprivately-held company and there was no established public market for the registrant’s common stock. The registrant’s common stockbegan trading on NYSE on August 14, 2025. The aggregate market value of the registrant’s outstanding common stock, other than sharesheld by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the common stock onDecember 31, 2025, as reported on NYSE of $44.38, was $2.98 billion. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. Outstanding at February 20, 202691,651,482 Common Stock, $0.001 par value DOCUMENTS INCORPORATED BY REFERENCE Portions of the Miami International Holdings, Inc.’s proxy statement for the 2026 annual meeting of stockholders to be filed pursuant toRegulation 14A within 120 days after December 31, 2025 are incorporated by reference in Part III of this Form 10-K. PART I Item 1.Business7Item 1A.Risk Factors35Item 1B.Unresolved Staff Comments65Item 1C.Cybersecurity65Item 2.Properties66Item 3.Legal Proceedings67Item 4.Mine Safety Disclosures67 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities68Item 6.[Reserved]69Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations70Item 7A.Quantitative and Qualitative Disclosures About Market Risk102Item 8.Financial Statements and Supplementary Data105Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosures171Item 9A.Controls and Procedures171Item 9