SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Emmons Lance (Last) (First) (Middle) C/O MIAMI INTERNATIONAL HOLDINGS, INC. 7 ROSZEL ROAD, SUITE 1A (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/13/2025	3. Issuer Name and Ticker or Trading Symbol MIAMI INTERNATIONAL HOLDINGS, INC. [ MIAX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,510	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	57,646	(1)	D
Incentive Stock Option (Right to Buy)	(2)	03/05/2030	Nonvoting Common Stock	22,221	$13.5	D
Incentive Stock Option (Right to Buy)	(2)	09/09/2031	Nonvoting Common Stock	6,195	$16.14	D
Incentive Stock Option (Right to Buy)	(3)	03/28/2033	Common Stock	10,080	$19.84	D
Incentive Stock Option (Right to Buy)	(4)	06/09/2034	Common Stock	4,980	$20.08	D
Incentive Stock Option (Right to Buy)	(5)	06/15/2035	Common Stock	4,464	$22.4	D
Nonqualified Stock Option (Right to Buy)	(6)	03/05/2030	Nonvoting Common Stock	102,779	$13.5	D
Nonqualified Stock Option (Right to Buy)	(6)	11/30/2030	Nonvoting Common Stock	125,000	$15.22	D
Nonqualified Stock Option (Right to Buy)	(6)	09/09/2031	Nonvoting Common Stock	68,804	$16.14	D
Nonqualified Stock Option (Right to Buy)	(7)	03/28/2033	Common Stock	164,920	$19.84	D
Nonqualified Stock Option (Right to Buy)	(8)	06/09/2034	Common Stock	95,020	$20.08	D
Nonqualified Stock Option (Right to Buy)	(9)	06/15/2035	Common Stock	58,036	$22.4	D

Explanation of Responses:

1. The shares of Series B Preferred Stock are convertible on a one-for-one basis into shares of common stock commencing on the Company's initial public offering of its common stock ("IPO") effective date, which is August 13, 2025. The Series B Preferred Stock has no expiration date.

2. The incentive stock options are fully vested. The options were granted initially as the right to buy nonvoting common stock. On the closing date of the IPO, these will convert to the right to buy common stock instead of nonvoting common stock.

3. 5,040 of the shares subject to this incentive stock option are vested and the remaining 5,040 will vest on March 29, 2026 subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

4. All of the shares subject to this incentive stock option will vest on June 10, 2027, subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

5. All of the shares subject to this incentive stock option will vest on June 16, 2028, subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

6. The nonqualified stock options are fully vested. The options were granted initially as the right to buy nonvoting common stock. On the closing date of the IPO, these will convert to the right to buy common stock instead of nonvoting common stock.

7. 111,626 of the shares subject to this nonqualified stock option are vested and the remaining 58,333 will vest on March 29, 2026 subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

8. 33,334 of the shares subject to this nonqualified stock option are vested, 33,333 will vest on June 10, 2026 and the remaining 28,353 will vest on June 10, 2027, subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

9. 20,834 of the shares subject to this nonqualified stock option will vest on June 16, 2026, 20,833 will vest on June 16, 2027 and the remaining 16,369 will vest on June 16, 2028, subject to the reporting person's continued service to the Issuer or its subsidiaries through the applicable vesting date.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/Alessandra Maria Corona Henriques, Attorney-in-Fact	08/13/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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