MIAX (MIAX) EVP Schafer surrenders shares to cover restricted stock taxes

Rhea-AI Filing Summary

MIAMI INTERNATIONAL HOLDINGS, INC. executive Douglas M. Schafer Jr., EVP and CIO, reported a Form 4 transaction involving 32,565 shares of common stock on February 18, 2026. The shares were surrendered back to the company to cover tax withholding on restricted stock awards, and the filing states this does not represent a market sale. After this tax-withholding disposition, he directly owns 396,681 shares.

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)
02/18/2026

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	02/18/2026		F		32,565(1)	D	$40.89	396,681	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	02/20/2026
	** 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 executive Douglas M. Schafer Jr. report?

Douglas M. Schafer Jr. reported surrendering 32,565 MIAX common shares. The shares were delivered back to the company to satisfy tax withholding on restricted stock awards, rather than sold in the open market, and were reported on a Form 4.

Was the MIAX Form 4 transaction by Douglas M. Schafer Jr. an open-market sale?

No, the Form 4 states the transaction was not a sale. The 32,565 shares were surrendered to the company to cover tax withholding obligations from restricted stock awards, according to the filing’s explanatory footnote.

How many MIAX shares did Douglas M. Schafer Jr. dispose of for tax withholding?

He disposed of 32,565 common shares of MIAMI INTERNATIONAL HOLDINGS, INC. The shares were used to satisfy tax withholding and remittance obligations tied to the net settlement of restricted stock awards, as detailed in the Form 4 footnote.

What price per share was used in Douglas M. Schafer Jr.’s MIAX Form 4 transaction?

The Form 4 reports a transaction price of $40.89 per MIAX common share. This price applies to the 32,565 shares surrendered to the company for tax withholding related to restricted stock award settlement.

How many MIAX shares does Douglas M. Schafer Jr. hold after the reported Form 4 transaction?

After the tax-withholding disposition, he directly holds 396,681 shares of MIAX common stock. This figure, shown in the Form 4, reflects his beneficial ownership following the surrender of 32,565 shares to cover tax obligations.

What role does Douglas M. Schafer Jr. have at MIAMI INTERNATIONAL HOLDINGS, INC.?

Douglas M. Schafer Jr. serves as Executive Vice President and Chief Information Officer at MIAMI INTERNATIONAL HOLDINGS, INC. His officer status is disclosed in the Form 4, which reports his tax-related share disposition and resulting direct ownership.