Miami International discloses unregistered share issuance

Miami International Holdings, Inc. reported unregistered sales of equity securities related to warrant exercises.

Rhea-AI Filing Summary

Miami International Holdings, Inc. reported unregistered sales of equity securities related to warrant exercises. Between February 18 and February 25, 2026, the company issued 1,033,166 shares of common stock through cashless exercises of pre-funded warrants and warrants held by two warrant holders, in exchange for the surrender of 29,404 existing common shares.

On February 25, 2026, 842,531 shares were issued for the surrender of 44 shares upon exercise of pre-funded warrants, and 190,635 shares were issued for the surrender of 29,360 shares upon exercise of warrants with a $5.50 exercise price. These issuances relied on the Securities Act Section 4(a)(2) registration exemption.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity issuance did Miami International Holdings (MIAX) disclose in this 8-K?

Miami International Holdings disclosed issuing 1,033,166 shares of common stock from cashless exercises of pre-funded warrants and warrants. In return, warrant holders surrendered 29,404 existing common shares, resulting in additional outstanding shares without the company receiving cash proceeds from these specific exercises.

Over what period did Miami International Holdings (MIAX) issue the 1,033,166 shares?

The 1,033,166 common shares were issued between February 18, 2026 and February 25, 2026. This period follows the company’s most recent reports under Item 3.02 on Forms 8-K, 10-K, or 10-Q, and reflects new warrant exercise activity.

How were the Miami International Holdings (MIAX) warrant exercises structured?

The warrant exercises were structured as cashless transactions. Holders exercised pre-funded warrants and warrants, receiving 1,033,166 new shares while surrendering 29,404 existing shares of common stock as consideration instead of paying cash to the company for the exercises.

What specific February 25, 2026 transactions did MIAX report in detail?

On February 25, 2026, Miami International Holdings issued 842,531 shares for surrender of 44 shares via pre-funded warrant exercises, and 190,635 shares for surrender of 29,360 shares via warrants with a $5.50 exercise price, highlighting two distinct warrant classes and consideration amounts.

What Securities Act exemption did Miami International Holdings (MIAX) rely on?

Miami International Holdings relied on Section 4(a)(2) of the Securities Act for these issuances. This exemption allows unregistered sales of securities in private offerings, typically involving limited investors and not using general solicitation, instead of registering the shares with the SEC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/27/2026 - 07:02 PM EST Learn about SEC filing dates

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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 25, 2026

________________________________________

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 February 18, 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 25, 2026, the Company issued a total of 1,033,166 shares of its common stock, par value $0.001 per share (“Common Stock”), in connection with the exercise of pre-funded warrants and warrants held by two warrant holders of the Company in consideration for the surrender of a total of 29,404 shares of Common Stock pursuant to cashless exercises.

Title of Securities			Issuance Date			Number of Shares Issued			Aggregate Consideration
Common Stock			2/25/2026			842,531			Surrender of 44 shares of Common Stock pursuant to the cashless exercises of pre-funded warrants.
Common Stock			2/25/2026			190,635			Surrender of 29,360 shares of Common Stock pursuant to the cashless exercises of warrants with an exercise price of $5.50 per share.

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

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: March 2, 2026

Miami International Holdings, Inc.

By: /s/ Thomas P. Gallagher
Thomas P. Gallagher

Chairman and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB