MIAX executive surrenders shares for tax withholding

MIAMI INTERNATIONAL HOLDINGS, INC. executive Shelly Brown, EVP and Chief Strategy Officer, surrendered 3,619 shares of common stock to the company to cover tax withholding in connection with the net settlement of restricted stock awards.

Rhea-AI Filing Summary

MIAMI INTERNATIONAL HOLDINGS, INC. executive Shelly Brown, EVP and Chief Strategy Officer, surrendered 3,619 shares of common stock to the company to cover tax withholding in connection with the net settlement of restricted stock awards. This is a tax-related share disposition, not an open-market sale. After this transaction, Brown directly holds 321,428 shares of common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 3,619 shares

Exercise Price or Tax Liability 1 txn

Insider Brown Shelly

Role EVP, Chief Strategy Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,619	$40.79	$148K

Holdings After Transaction: Common Stock — 321,428 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Shares surrendered for taxes: 3,619 shares Price per share reference: $40.79 per share Shares held after transaction: 321,428 shares

3 metrics

Shares surrendered for taxes 3,619 shares Tax withholding on restricted stock awards on 2026-06-11

Price per share reference $40.79 per share Value used for tax-withholding disposition

Shares held after transaction 321,428 shares Direct MIAX common stock holdings following disposition

Key Terms

restricted stock awards, tax withholding, net settlement, Form 4

4 terms

restricted stock awards financial

"in connection with the net settlement of restricted stock awards"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

tax withholding financial

"satisfy tax withholding and remittance obligations in connection with the net settlement"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

net settlement financial

"in connection with the net settlement of restricted stock awards"

Form 4 regulatory

"What insider transaction did MIAX executive Shelly Brown report on this Form 4?"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MIAX executive Shelly Brown report on this Form 4?

Shelly Brown reported surrendering 3,619 MIAX common shares to the company for tax withholding on restricted stock awards. This tax-related disposition did not involve an open-market sale and was tied to the net settlement of equity compensation.

Was Shelly Brown’s MIAX share transaction an open-market sale?

No, the filing states the 3,619 MIAX shares were surrendered to the company to satisfy tax withholding and remittance obligations. The footnote clarifies this transaction does not represent a sale by the reporting person on the open market.

How many MIAX shares does Shelly Brown own after the reported transaction?

After surrendering 3,619 shares for tax withholding, Shelly Brown directly holds 321,428 MIAX common shares. This post-transaction holding reflects her remaining equity position following the tax-related disposition tied to restricted stock awards.

What role does Shelly Brown hold at MIAMI INTERNATIONAL HOLDINGS (MIAX)?

Shelly Brown serves as Executive Vice President and Chief Strategy Officer at MIAMI INTERNATIONAL HOLDINGS. Her Form 4 filing reflects tax-related share surrender associated with equity compensation, rather than discretionary buying or selling of MIAX stock in the market.

What does the Form 4 footnote say about Shelly Brown’s MIAX share disposition?

The footnote explains the 3,619 MIAX shares were surrendered to the company to satisfy tax withholding and remittance obligations from net-settled restricted stock awards, and explicitly states this does not represent a sale by the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:19 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brown Shelly

(Last) (First) (Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC.

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON NEW JERSEY 08540

(City) (State) (Zip)

UNITED STATES

(Country)

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, Chief Strategy Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

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

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

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	06/11/2026		F(1)		3,619	D	$40.79	321,428	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/Alessandra Maria Corona Henriques, Attorney-in-Fact	06/12/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)