Miami International Holdings (NYSE: MIAX) reports share issuances, secondary sale

Rhea-AI Filing Summary

Miami International Holdings, Inc. reported that between September 30 and December 15, 2025 it issued 4,006,946 unregistered shares of common stock, more than five percent of shares outstanding as of September 30, 2025. These shares came from converting a $5,000,000 convertible promissory note and accrued interest and from warrant exercises that generated $2,419,500 in cash plus the surrender of 733,923 shares through cashless exercises.

The company also disclosed that on December 15, 2025 certain existing stockholders completed a public secondary offering of 6,750,000 shares of common stock at $41.00 per share, and underwriters fully exercised an option to buy an additional 1,012,500 shares at the same price. Miami International Holdings did not sell shares in this offering and will not receive proceeds from these secondary sales.

Insights

Equity Capital Markets Analyst

Miami International Holdings issued over five percent new shares and disclosed a large secondary sale where existing holders, not the company, received the proceeds.

Miami International Holdings states that between September 30 and December 15, 2025 it issued 4,006,946 common shares in unregistered transactions, exceeding 5% of shares outstanding as of September 30, 2025. The issuances include conversions related to a $5,000,000 convertible promissory note and accrued interest at a price of $16.00 per share, plus warrant exercises that brought in $2,419,500 in cash and required the surrender of 733,923 shares through cashless exercises.

The company notes that these securities were issued in reliance on Section 4(a)(2) of the Securities Act, which is commonly used for private placements to sophisticated investors. Separately, on December 15, 2025 existing stockholders sold 6,750,000 shares in a public secondary offering at $41.00 per share, and underwriters fully exercised an option for an additional 1,012,500 shares at the same price. The disclosure emphasizes that Miami International Holdings did not sell any shares in this public offering and will not receive proceeds from these sales, so the capital raised benefits selling stockholders rather than the issuer.

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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): December 15, 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 3.02 Unregistered Sales of Equity Securities.

Since September 30, 2025, the end of the period covered by the most recent report filed on any of Forms 8-K, 10-K or 10-Q under this Item 3.02 by Miami International Holdings, Inc. (the “Company”), through December 15, 2025, the Company issued a total of 4,006,946 shares of its common stock, par value $0.001 per share (“Common Stock”) in connection with (i) the conversion of quarterly accrued but unpaid interest under a convertible promissory note in the principal amount of $5,000,000 (the “$5 Million Note”), (ii) the conversion of the $5 Million Note, plus accrued but unpaid interest thereunder, and (iii) the exercise of warrants by certain of the Company’s holders for an aggregate of $2,419,500 in cash consideration and the surrender of 733,923 shares of Common Stock pursuant to cashless exercises. On December 15, 2025, with the issuance of shares described in (iii) above, the aggregate number of shares of Common Stock issued in unregistered transactions during the foregoing period has exceeded five percent (5%) of the total number of such shares issued and outstanding as of September 30, 2025.

Title of Securities

Issuance Date

Number of Shares Issued

Aggregate Consideration

Common Stock

10/1/2025

7,483

Conversion of $119,726 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $16.00.

Common Stock

10/1/2025

5,422

Surrender of 10,628 shares of Common Stock pursuant to cashless exercise of a warrant

Common Stock

10/24/2025

990

Surrender of an aggregate of 1,489 shares of Common Stock pursuant to cashless exercise of warrants

Common Stock

11/3/2025

153,162

Surrender of an aggregate of 23,285 shares of Common Stock pursuant to cashless exercise of warrants

Common Stock

12/4/2025

317,787

Conversion of a convertible promissory note in the principal amount of $5,000,000, plus accrued but unpaid interest thereunder at a price per share of $16.00.

Common Stock

12/12/2025

3,522,102

$2,419,500 plus surrender of an aggregate of 698,521 shares of Common Stock pursuant to cashless exercise of warrants

The securities referred to in this Item 3.02 on Form 8-K were issued and sold in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act.

Item 8.01 Other Events.

On December 15, 2025, the Company completed a public secondary offering, pursuant to which certain of the Company’s existing stockholders sold an aggregate of 6,750,000 shares of Common Stock at a price of $41.00 per share. The underwriters exercised in full their option to purchase an additional 1,012,500 shares of Common Stock, at a price to the public of $41.00 per share. The Company did not sell any shares of Common Stock in the offering and will not receive any proceeds from the offering.

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: December 15, 2025

Miami International Holdings, Inc.

By: /s/ Thomas P. Gallagher

Thomas P. Gallagher

Chairman and Chief Executive Office

FAQ

What unregistered equity did Miami International Holdings (MIAX) issue in late 2025?

Between September 30 and December 15, 2025, Miami International Holdings issued 4,006,946 unregistered shares of common stock through note conversions and warrant exercises.

How was the $5,000,000 convertible promissory note handled by Miami International Holdings (MIAX)?

The company converted quarterly accrued interest of $119,726 into 7,483 shares at $16.00 per share and later converted the $5,000,000 note plus accrued interest into 317,787 shares at the same price.

What did Miami International Holdings (MIAX) receive from warrant exercises?

Warrant exercises resulted in $2,419,500 in cash and the surrender of an aggregate of 733,923 shares of common stock pursuant to cashless exercises.

What secondary stock offering did Miami International Holdings (MIAX) disclose?

On December 15, 2025, existing stockholders sold 6,750,000 shares of common stock at $41.00 per share in a public secondary offering, and underwriters exercised an option to buy an additional 1,012,500 shares at the same price.

Did Miami International Holdings (MIAX) receive proceeds from the December 15, 2025 secondary offering?

No. The company states it did not sell any shares in the secondary offering and will not receive any proceeds from those sales; proceeds go to the selling stockholders.

Under what exemption were Miami International Holdings (MIAX) unregistered shares issued?

The unregistered common stock issuances were made in reliance on the Section 4(a)(2) exemption from registration under the Securities Act.

Did Miami International Holdings (MIAX) cross a reporting threshold for unregistered issuances?

Yes. With the December 15, 2025 warrant-related issuances, the aggregate unregistered shares issued since September 30, 2025 exceeded five percent of total common shares outstanding as of that date.