Miami International Holdings, INC. 8-K Filing

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Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value per share MIAX New York Stock
• $5,000,000 — missory note in the principal amount of $5,000,000 (the "$5 Million Note"), (ii) the conve
• $5 Million — he principal amount of $5,000,000 (the "$5 Million Note"), (ii) the conversion of the $5 M
• $2,419,500 — e Company's holders for an aggregate of $2,419,500 in cash consideration and the surrender
• $119,726 — mon Stock 10/1/2025 7,483 Conversion of $119,726 worth of accrued but unpaid interest un
• $16.00 — promissory note at a price per share of $16.00. Common Stock 10/1/2025 5,422 Surrende
• $41.00 — 00 shares of Common Stock at a price of $41.00 per share. The underwriters exercised i

Filing Documents

• miax-20251215.htm (8-K) — 33KB
• 0001628280-25-057039.txt ( ) — 153KB
• miax-20251215.xsd (EX-101.SCH) — 2KB
• miax-20251215_lab.xml (EX-101.LAB) — 23KB
• miax-20251215_pre.xml (EX-101.PRE) — 13KB
• miax-20251215_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

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

01 Other Events

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

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

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