MIAX executive surrenders shares for tax withholding

MIAMI INTERNATIONAL HOLDINGS, INC. executive Shelly Brown reported a Form 4 transaction involving the company’s common stock.

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Form Type

Rhea-AI Filing Summary

MIAMI INTERNATIONAL HOLDINGS, INC. executive Shelly Brown reported a Form 4 transaction involving the company’s common stock. On this date, 19,902 shares were surrendered to the company at $40.89 per share to satisfy tax withholding obligations tied to restricted stock awards, and Brown held 325,129 shares afterward.

Insider Trade Summary

Exercise Price or Tax Liability: 19,902 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	19,902	$40.89	$814K

Holdings After Transaction: Common Stock — 325,129 shares (Direct)

Footnotes (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.

FAQ

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

What insider transaction did MIAX executive Shelly Brown report?

Shelly Brown reported surrendering 19,902 shares of MIAX common stock to the company. The shares were used to cover tax withholding obligations from restricted stock awards, not an open-market sale, according to the disclosure and accompanying footnote.

Was Shelly Brown’s MIAX Form 4 transaction a stock sale?

No, the filing states the transaction does not represent a sale by Shelly Brown. The 19,902 shares were surrendered to the company solely to satisfy tax withholding and remittance obligations for restricted stock awards, per the footnote description.

How many MIAX shares did Shelly Brown surrender and at what price?

Shelly Brown surrendered 19,902 shares of MIAX common stock at $40.89 per share. The filing identifies this as a tax-withholding transaction associated with restricted stock awards, rather than a discretionary open-market stock sale or purchase.

How many MIAX shares does Shelly Brown own after this Form 4 transaction?

After the tax-withholding share surrender, Shelly Brown beneficially owned 325,129 MIAX common shares directly. This post-transaction holding amount is disclosed in the Form 4 as the total number of shares following the reported disposition event.

What does transaction code F mean in Shelly Brown’s MIAX Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this MIAX filing, 19,902 shares were delivered back to the company to satisfy tax withholding obligations linked to restricted stock awards, not a voluntary stock sale.

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Accepted by SEC EDGAR 02/20/2026 - 04:31 PM EST

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

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, Chief Strategy Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		F		19,902⁽¹⁾	D	$40.89	325,129	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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).
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.

Source: View Original Filing on SEC EDGAR