108,550 MIAX (MIAX) shares surrendered by EVP for tax withholding

Rhea-AI Filing Summary

MIAMI INTERNATIONAL HOLDINGS, INC. executive Douglas M. Schafer Jr., EVP and CIO, reported a tax-related share disposition. On February 10, 2026, 108,550 shares of common stock at $41.33 per share were surrendered to the company to cover tax withholding for restricted stock awards and are explicitly described as not a sale by the reporting person.

After this transaction, Schafer directly beneficially owned 429,246 common shares of the company.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schafer Douglas M. JR

(Last) (First) (Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC.

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MIAMI INTERNATIONAL HOLDINGS, INC. [ MIAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		F		108,550(1)	D	$41.33	429,246	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been surrendered to the Company to satisfy tax withholding and remittance obligations in connection with the net settlement of restricted stock awards and does not represent a sale by the reporting person.

Remarks:

	/s/ Barbara J. Comly, Attorney-in-fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did MIAX EVP Douglas M. Schafer Jr. report?

Douglas M. Schafer Jr. reported surrendering 108,550 MIAX common shares to the company to cover tax withholding on restricted stock awards. The filing clarifies this is not a sale and is treated as a tax-withholding disposition.

On what date did the MIAX insider tax-withholding transaction occur?

The MIAX insider tax-withholding transaction occurred on February 10, 2026. Shares were surrendered in connection with the net settlement of restricted stock awards to satisfy tax obligations, rather than being sold into the market by the executive.

How many MIAX shares were surrendered and at what price per share?

A total of 108,550 MIAX common shares were surrendered at a price of $41.33 per share. These shares were delivered back to the company solely to satisfy tax withholding and remittance needs tied to restricted stock awards, not for open-market sale.

How many MIAX shares does Douglas M. Schafer Jr. own after the transaction?

Following the reported tax-withholding disposition, Douglas M. Schafer Jr. directly beneficially owns 429,246 MIAX common shares. This figure reflects his remaining direct holdings after surrendering shares to the company to meet restricted stock tax obligations.

Does the MIAX Form 4 show an open-market sale by the executive?

No, the Form 4 does not show an open-market sale. It specifically states that 108,550 shares were surrendered to MIAX to satisfy tax withholding for restricted stock awards and that this surrender does not represent a sale by the reporting person.

What is the role of the insider involved in this MIAX Form 4 filing?

The insider, Douglas M. Schafer Jr., serves as Executive Vice President and Chief Information Officer of MIAMI INTERNATIONAL HOLDINGS, INC. The filing reflects a routine tax-withholding transaction related to his restricted stock compensation, not a discretionary stock sale.