ThZeal - The Zeal

SEC FORM 3 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^*

Stahlin Paul

(Last)

(First)

(Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC.

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	10,000	⁽¹⁾	D
Nonvoting Common Stock	⁽²⁾	⁽²⁾	Common Stock	14,083	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	06/19/2026	Nonvoting Common Stock	11,000	$12	D
Stock Option (Right to Buy)	⁽³⁾	05/31/2027	Nonvoting Common Stock	18,000	$12	D
Stock Option (Right to Buy)	⁽³⁾	04/30/2028	Nonvoting Common Stock	18,000	$12	D
Stock Option (Right to Buy)	⁽³⁾	05/31/2029	Nonvoting Common Stock	18,000	$12	D
Stock Option (Right to Buy)	⁽³⁾	06/30/2030	Nonvoting Common Stock	22,500	$14	D
Stock Option (Right to Buy)	⁽³⁾	05/31/2031	Nonvoting Common Stock	13,889	$16.14	D
Stock Option (Right to Buy)	⁽⁴⁾	06/30/2032	Common Stock	4,464	$25.98	D
Stock Option (Right to Buy)	⁽⁴⁾	03/26/2033	Common Stock	2,786	$19.84	D
Stock Option (Right to Buy)	⁽⁴⁾	10/31/2033	Common Stock	90	$20.6	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 and are held jointly with his spouse with right of survival. The Series B Preferred Stock has no expiration date.

2. The shares of nonvoting common stock are convertible on a one-for-one basis into shares of common stock commencing at any time. Of his 14,083 shares of nonvoting common stock, (i) 10,000 are held in his individual name and (ii) 4,083 are held jointly with his spouse with right of survival. The nonvoting common stock has no expiration date.

3. The 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.

4. The options are fully vested.

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.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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