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  4. [Form 4] MIAMI INTERNATIONAL HOLDINGS, INC. Insider Trading Activity

Major MIAX (MIAX) equity awards granted to Chairman & CEO Gallagher

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MIAMI INTERNATIONAL HOLDINGS, INC. Chairman & CEO Thomas P. Gallagher received equity awards consisting of restricted stock units and stock options on June 16, 2026. He was granted 232,977 RSUs, which vest in three equal annual installments from June 16, 2027 through June 16, 2029, subject to continued service.

He also received a nonqualified stock option for 237,175 shares and an incentive stock option for 2,485 shares, each with an exercise price of $40.24 per share and expiring on June 15, 2036. These options vest annually in tranches over the same three-year schedule. Following the RSU grant, Gallagher directly holds 743,939 shares of common stock.

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Insider Gallagher Thomas P.
Role Chairman & CEO
Type Security Shares Price Value
Grant/Award Incentive Stock Option (Right to Buy) 2,485 $0.00 --
Grant/Award Nonqualified Stock Option (Right to Buy) 237,175 $0.00 --
Grant/Award Common Stock 232,977 $0.00 --
Holdings After Transaction: Incentive Stock Option (Right to Buy) — 2,485 shares (Direct, null); Nonqualified Stock Option (Right to Buy) — 237,175 shares (Direct, null); Common Stock — 743,939 shares (Direct, null)
Footnotes (1)
  1. The amount represents restricted stock units ("RSUs") that vest as to 77,659 on June 16, 2027, 77,659 on June 16, 2028 and the remaining 77,659 on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date. 829 of the shares subject to this option will vest on June 16, 2027, 828 of the shares subject to this option will vest on June 16, 2028 and the remaining 828 of the shares subject to this option will vest on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date. 79,059 of the shares subject to this option will vest on June 16, 2027, 79,058 of the shares subject to this option will vest on June 16, 2028 and the remaining 79,058 of the shares subject to this option will vest on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date.
RSU grant 232,977 RSUs Awarded June 16, 2026; vesting 2027-2029
Nonqualified option grant 237,175 shares Right to buy common stock, granted June 16, 2026
Incentive stock option grant 2,485 shares Right to buy common stock, granted June 16, 2026
Option exercise price $40.24/share Exercise price for both option grants
Option expiration June 15, 2036 Expiration date for both option grants
Post-grant common shares 743,939 shares Common stock directly held after RSU grant
First RSU vesting 77,659 RSUs Vest on June 16, 2027
Large option vesting tranche 79,059 shares Portion of option vesting June 16, 2027
restricted stock units ("RSUs") financial
"The amount represents restricted stock units ("RSUs") that vest as to 77,659 on June 16, 2027..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Nonqualified Stock Option financial
"Nonqualified Stock Option (Right to Buy)"
Incentive Stock Option financial
"Incentive Stock Option (Right to Buy)"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
vesting financial
"will vest on June 16, 2027, 2028 and 2029, subject to the Reporting Person's continued service..."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
exercise price financial
"conversion_or_exercise_price": "40.2400""
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Gallagher Thomas P.
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/16/2026A232,977(1)A$0743,939D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Incentive Stock Option (Right to Buy)$40.2406/16/2026A2,485 (2)06/15/2036Common Stock2,485$02,485D
Nonqualified Stock Option (Right to Buy)$40.2406/16/2026A237,175 (3)06/15/2036Common Stock237,175$0237,175D
Explanation of Responses:
1. The amount represents restricted stock units ("RSUs") that vest as to 77,659 on June 16, 2027, 77,659 on June 16, 2028 and the remaining 77,659 on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date.
2. 829 of the shares subject to this option will vest on June 16, 2027, 828 of the shares subject to this option will vest on June 16, 2028 and the remaining 828 of the shares subject to this option will vest on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date.
3. 79,059 of the shares subject to this option will vest on June 16, 2027, 79,058 of the shares subject to this option will vest on June 16, 2028 and the remaining 79,058 of the shares subject to this option will vest on June 16, 2029, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date.
Remarks:
/s/Alessandra Maria Corona Henriques, Attorney-in-Fact06/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did MIAX Chairman & CEO Thomas Gallagher receive in this Form 4 filing?

Thomas Gallagher received restricted stock units and stock options as equity compensation. The grants include RSUs plus nonqualified and incentive stock options, all awarded on June 16, 2026, reflecting a compensation-related acquisition rather than open-market buying or selling.

How many MIAX restricted stock units were granted to Thomas Gallagher?

Gallagher was granted 232,977 restricted stock units (RSUs). These RSUs vest in three equal installments of 77,659 units each on June 16, 2027, June 16, 2028, and June 16, 2029, contingent on his continued service with the company.

What stock option awards did MIAX grant to Thomas Gallagher?

He received a nonqualified stock option for 237,175 shares and an incentive stock option for 2,485 shares. Both have an exercise price of $40.24 per share and expire on June 15, 2036, subject to a multi-year vesting schedule.

How do the MIAX stock options granted to Gallagher vest over time?

The options vest in three annual tranches. For one grant, 829 shares vest on June 16, 2027, 828 on June 16, 2028, and 828 on June 16, 2029. Another grant vests 79,059, then 79,058, then 79,058 shares on the same dates.

What is Thomas Gallagher’s MIAX common stock holding after these grants?

After the RSU grant, Gallagher directly holds 743,939 shares of MIAX common stock. This figure reflects his post-transaction direct ownership reported in the filing and does not include unvested RSUs or unexercised options, which are reported separately.

Are these MIAX equity awards open-market purchases or compensation grants?

These transactions are compensation-related grants, not open-market trades. The filing classifies them with code “A” for grant or award acquisitions, with a transaction price of $0.00, indicating they were awarded by the company as part of executive compensation.