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): ~~December~~January 1520, ~~2025~~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)

________________________________________

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 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

12/12/2025

3,522,102

$2,419,500 plus surrender of an aggregate of 698,521 shares of Common Stock pursuant to cashless exercise of warrants

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

Item 8.01 Other Events.

On ~~December~~January 1521, ~~2025~~2026, Miami International Holdings, Inc. (the “Company”) ~~completed~~issued a ~~public~~press ~~secondary~~release ~~offering,~~announcing ~~pursuant~~the toclosing ~~which certain~~ of the ~~Company’s~~previously ~~existing~~announced ~~stockholders~~agreement ~~sold~~with ana ~~aggregate~~joint ofventure ~~6,750,000~~established ~~shares~~by ofRobinhood ~~Common~~Markets, ~~Stock at a price of $41~~Inc.00 ~~per~~in ~~share.~~partnership ~~The~~with ~~underwriters~~Susquehanna ~~exercised~~International inGroup ~~full~~to ~~their~~sell ~~option~~90% toof ~~purchase~~the anissued ~~additional~~and ~~1,012,500~~outstanding ~~shares~~equity of ~~Common~~MIAX ~~Stock,~~Derivatives atExchange (“MIAXdx”), a ~~price~~wholly toowned ~~the~~subsidiary ~~public~~ of ~~$41.00~~the ~~per share~~Company. The Company ~~did~~has ~~not~~retained ~~sell~~10% ~~any~~of ~~shares~~the ofissued ~~Common~~and ~~Stock~~outstanding inequity ~~the~~of ~~offering~~MIAXdx. ~~and~~The ~~will~~transaction ~~not~~was ~~receive~~effective ~~any~~as ~~proceeds~~of ~~from~~January ~~the~~20, ~~offering~~2026.

The Company's press release, dated January 21, 2026, is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

The information in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.			Description
99.1			Press Release, dated January 21, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~January 1521, ~~2025~~2026

Miami International Holdings, Inc. ~~By: /s/ Thomas P. Gallagher Thomas P. Gallagher Chairman and Chief Executive Office~~

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

Chairman and Chief Executive Officer

Filing Compare · MIAMI INTERNATIONAL HOLDINGS, INC.