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Miami International (NYSE: MIAX) details 3.97M-share unregistered issuance

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Miami International Holdings, Inc. reported that between December 15, 2025 and February 9, 2026 it issued a total of 3,973,663 shares of common stock. These shares were not registered under the Securities Act.

The issuances came from converting semi‑annually accrued but unpaid interest under a promissory note with a principal amount of $1,518,559 and from warrant exercises. Warrant holders provided $462,976 in cash and surrendered 72,135 existing shares through cashless exercises, increasing the overall share count while reducing some debt and bringing in cash.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Understanding 8-K Material Events →
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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): February 9, 2026
________________________________________
Miami International Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________

Delaware001-4280526-1482385
(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 shareMIAXNew 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 December 15, 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 February 9, 2026, the Company issued a total of 3,973,663 shares of its common stock, par value $0.001 per share (“Common Stock”), in connection with (i) the conversion of semi-annually accrued but unpaid interest under a promissory note in the principal amount of $1,518,559, and (ii) the exercise of warrants by certain of the Company’s holders for an aggregate of $462,976 in cash consideration and the surrender of 72,135 shares of Common Stock pursuant to cashless exercises.
Title of SecuritiesIssuance DateNumber of Shares IssuedAggregate Consideration
Common Stock1/2/20262,987Conversion of $61,242 worth of accrued but unpaid interest under a convertible promissory note at a price per share of $20.50.
Common Stock1/5/20266,561Surrender of 3,439 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock1/9/202616,560$152,200 plus surrender of 3,440 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock1/11/20265,000$76,100.00
Common Stock1/15/202615,000$228,300.00
Common Stock1/22/20266,566Surrender of 3,434 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock1/26/20266,833Surrender of 5,667 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock2/2/2026101,590Surrender of 48,410 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock2/3/2026311$6,376.00
Common Stock2/6/202612,435Surrender of 7,565 shares of Common Stock pursuant to cashless exercise of a warrant.
Common Stock 2/9/20263,799,820Surrender of 180 shares of Common Stock pursuant to cashless exercise of a warrant.



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: February 12, 2026
Miami International Holdings, Inc.

By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Miami International Holdings (MIAX) report in this February 2026 8-K?

Miami International Holdings reported recent unregistered issuances of its common stock. Between December 15, 2025 and February 9, 2026, it issued 3,973,663 shares through interest conversion on a note and warrant exercises, combining cash proceeds with reduced debt obligations.

How many new MIAX shares were issued and over what period?

The company issued 3,973,663 shares of common stock from December 15, 2025 through February 9, 2026. These issuances reflect multiple transactions, including conversion of accrued interest on a promissory note and several warrant exercises, some structured as cashless exercises.

Why did Miami International Holdings issue 3,973,663 new shares of common stock?

The company issued shares mainly to convert accrued interest on a promissory note and to settle warrant exercises. Interest under a note with $1,518,559 principal was converted into stock, while warrant holders exercised rights using cash and surrendered shares in cashless transactions.

How much cash did MIAX receive from the warrant exercises disclosed?

The company received $462,976 in cash consideration from warrant exercises. In addition to the cash proceeds, warrant holders surrendered 72,135 existing shares of common stock through cashless exercises, which altered the mix of outstanding and retired shares.

What is the role of the promissory note mentioned in the MIAX 8-K filing?

The promissory note, with a principal amount of $1,518,559, generated semi‑annually accrued but unpaid interest. The company converted that accrued interest into common stock, issuing shares instead of paying cash, which reduced interest obligations while expanding the equity base.

Were the MIAX common stock issuances registered under the Securities Act?

The shares reported were unregistered sales of equity securities disclosed under Item 3.02. This means the common stock was issued without an effective Securities Act registration statement, relying on applicable exemptions for these specific transactions and investors.

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