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Warrant exercises add 1,033,166 shares at Miami International (NYSE: MIAX)

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

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.

Positive

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Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
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FAQ

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.
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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)
________________________________________

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 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 SecuritiesIssuance DateNumber of Shares IssuedAggregate Consideration
Common Stock2/25/2026842,531Surrender of 44 shares of Common Stock pursuant to the cashless exercises of pre-funded warrants.
Common Stock2/25/2026190,635Surrender 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

 

Source: View Original Filing on SEC EDGAR

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