Miami International Issues 4M Shares

Miami International Holdings, Inc. has reported a substantial increase in its outstanding common stock, issuing over 4 million shares through unregistered transactions between September 30 and December 15, 2025. These shares weren’t part of a public sale. Instead, they were issued through a series of unregistered transactions—driven by note conversions and warrant exercises—that pushed the company above the five-percent disclosure threshold.

Here’s what changed: a $5 million convertible promissory note, along with its accrued interest, was fully converted into equity. That single transaction added over 317,000 shares on December 4. There were also smaller conversions of accrued interest earlier in the quarter, adding additional shares at a set price. At the same time, several warrant holders exercised their rights, contributing more than $2.4 million in cash and surrendering roughly 734,000 shares through cashless transactions. That led to a significant 3.5 million share issuance on December 12 alone.

Together, these movements reflect a clear shift in the company’s equity position—and trigger reporting requirements when newly issued shares cross a certain percentage of the total share count.

In a separate transaction disclosed under “Other Events,” the company completed a public secondary offering on December 15. Existing shareholders sold a total of 6.75 million shares at $41.00 per share. Underwriters exercised their full option to purchase an additional 1,012,500 shares at the same price. Miami International didn’t sell any shares in this offering and won’t receive proceeds from it.

What stands out is the pace of activity. From promissory note conversions to warrant exercises to a full-blown secondary offering, the company’s common stock saw considerable movement in just under three months. While the public sale didn’t raise new capital for the company, it did increase trading volume and broaden distribution of shares already held by insiders or early investors.

For stakeholders, these developments bring clarity on how Miami International is handling financial instruments on its balance sheet—and provide transparency around the movement of equity into the public market. The company issued its shares under exemptions available through federal securities law, signaling that these were targeted placements rather than open-market offerings.

It’s a busy quarter for the company’s equity.