{"url_path":"/sec/miax/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Recent Sales of Unregistered Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1438472/0001628280-26-032565-index.html","accession_number":"0001628280-26-032565","cik":"0001438472","ticker":"MIAX","issuer_name":"MIAMI INTERNATIONAL HOLDINGS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438472/0001628280-26-032565-index.html","primary_entity_key":"0001438472","primary_entity_name":"MIAMI INTERNATIONAL HOLDINGS, INC."},"word_count":738,"has_tables":true,"body_markdown":"Item 2. Recent Sales of Unregistered Securities and Use of Proceeds.\n\n(a) Recent Sales of Unregistered Equity Securities\n\nFor the three months ended March 31, 2026, we issued and sold the securities described below without registration under the Securities Act.\n\nFrom January 1, 2026 through February 28, 2026, the Company did not sell any unregistered shares of common stock that were not reported on a Current Report on Form 8-K.\n\nFrom March 1, 2026 through March 31, 2026, the Company issued an aggregate of 445,317 shares of common stock to seven accredited investors, one ERP participant, two current consultants, six former consultants and three entities associated with former lenders (i) for an aggregate cash purchase price of $724,163 and (ii) the surrender of 280,360 shares of common stock in connection with their cashless exercises of outstanding warrants exercisable for shares of common stock for an aggregate exercise price totaling $11,443,321.\n\nIssuance Date\n\nTotal Number of Shares Issued\n\nAggregate Consideration\n\n3/2/202611,749\nSurrender of 6,799 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n3/2/202612,414\nSurrender of 12,464 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $20.50 per share.\n\n3/2/202613,753\nSurrender of 13,808 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $20.50 per share.\n\n3/2/202670,294\nSurrender of 67,206 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $20.00 per share.\n\n3/2/2026675\nSurrender of 391 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n3/2/20261,206\nSurrender of 698 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n3/2/20264,583\nSurrender of 2,652 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n3/2/202612,928\nSurrender of 7,482 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n3/2/2026531\nSurrender of 307 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $15.00 per share.\n\n71\n\n[Table of Contents](#i336b3a0721ec4faa9944103b1396754e_7)\n\n3/2/202619,425\nSurrender of 19,502 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $20.50 per share.\n\n3/5/20262,758\nSurrender of 4,742 shares of common stock pursuant to the cashless exercise of warrants with an exercise price of $26.00 per share.\n\n3/5/20261,379\nSurrender of 2,371 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $26.00 per share.\n\n3/6/202680,385\nSurrender of 16,895 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $7.15 per share.\n\n3/6/20266,780\nSurrender of 1,425 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $7.15 per share.\n\n3/9/202639,380\nSurrender of 23,120 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $15.22 per share.\n\n3/10/20261,223\nSurrender of 1,277 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $21.00 per share.\n\n3/12/202612,575$69,162.50\n\n3/23/202655,572\nSurrender of 44,428 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $18.00 per share.\n\n3/23/202649,155\nSurrender of 50,845 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $20.60 per share.\n\n3/24/20266,052\nSurrender of 3,948 shares of Common Stock pursuant to the cashless exercise of warrants with an exercise price of $16.00 per share.\n\n3/25/202612,500$175,000.00\n\n3/31/202630,000$480,000.00\n\nThe transactions described above did not involve any underwriters, underwriting discounts or commissions or any public offering. The issuances of the securities described above were exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering.\n\n(b) Use of Proceeds\n\nNone.\n\n(c) Purchase of common stock from employees\n\nThe table below reflects the acquisition of common stock by the Company in the three months ended March 31, 2026. These shares consisted of shares retained to cover tax withholding obligations in connection with the vesting of restricted stock awards.\n\nPeriod\n\nTotal Number of Shares Purchased\n\nAverage Price Paid per Share\n\nJanuary 1 to January 31, 2026\n89 $42.88 \n\nFebruary 1 to February 28, 2026\n290,400 $40.92 \n\nMarch 1 to March 31, 2026\n35,492 $37.68 \n\nTotal\n325,981 $40.49"}