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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 18, 2026
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Miami International Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
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| 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)
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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:
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☐ | 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:
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| 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 February 9, 2026, 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 18, 2026, the Company issued a total of 2,150,894 shares of its common stock, par value $0.001 per share (“Common Stock”), in connection with the partial exercise of a pre-funded warrant by a certain warrant holder of the Company in consideration for the surrender of 106 shares of Common Stock pursuant to a cashless exercise.
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| Title of Securities | Issuance Date | Number of Shares Issued | Aggregate Consideration |
| Common Stock | 2/18/2026 | 2,150,894 | Surrender of 106 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 20, 2026
Miami International Holdings, Inc.
By: /s/ Thomas P. Gallagher
Thomas P. Gallagher
Chairman and Chief Executive Officer
