Miami International CEO sells 47K shares at $42
MIAX’s CEO exercised multiple vested stock options and sold 47,000 shares via an affiliated LLC under a pre-established Rule 10b5-1 plan.
Rhea-AI Filing Summary
MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX) reported that Chairman and CEO Thomas P. Gallagher exercised vested stock options for a total of 89,603 shares of common stock on September 3, 2026, at exercise prices of $12.00, $15.22, and $22.40 per share.
Through Gallagher Investments, LLC, he acquired and then sold 47,000 shares at a weighted average price of $42.43 per share under a previously established Rule 10b5-1 trading plan adopted on December 29, 2025, while retaining both direct and indirect holdings and remaining option positions.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and sale activity reported; no spread calculated
Exercise and Sale
11 txns
Insider
Gallagher Thomas P.
Role
Chairman & CEO
Sold
47,000 shs ($1.99M)
Approx. gross sale proceeds
$1.99M
Approx. exercise cost
$1.16M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Nonqualified Stock Option (Right to Buy) F1, F4, F2 | 47,000 | $0.00 | $0.00 |
| Exercise | Incentive Stock Option (Right to Buy) F4 | 16,666 | $0.00 | $0.00 |
| Exercise | Incentive Stock Option (Right to Buy) F4 | 8,333 | $0.00 | $0.00 |
| Exercise | Incentive Stock Option (Right to Buy) F4 | 13,140 | $0.00 | $0.00 |
| Exercise | Incentive Stock Option (Right to Buy) F5 | 4,464 | $0.00 | $0.00 |
| Exercise | Common Stock F1, F2 | 47,000 | $12.00 | $564K |
| Sale | Common Stock F1, F3, F2 | 47,000 | $42.43 | $1.99M |
| Exercise | Common Stock | 16,666 | $12.00 | $200K |
| Exercise | Common Stock | 8,333 | $12.00 | $100K |
| Exercise | Common Stock | 13,140 | $15.22 | $200K |
| Exercise | Common Stock | 4,464 | $22.40 | $100K |
Holdings After Transaction:
Nonqualified Stock Option (Right to Buy) — 188,000 contracts (Indirect, By Gallagher Investments, LLC);
Incentive Stock Option (Right to Buy) — 8,928 contracts (Direct);
Common Stock — 1,423,275 shares (Indirect, By Gallagher Investments, LLC);
Common Stock — 786,542 shares (Direct)
Footnotes (5)
- F1. This transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the Reporting Person on December 29, 2025.
- F2. Mr. Gallagher maintains beneficial ownership, including dispositive and voting control, over Gallagher Investments, LLC.
- F3. This transaction was executed in multiple trades throughout the day at prices ranging from $42.00 to $42.68. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
- F4. The options are fully vested.
- F5. 4,464 of the shares subject to this incentive stock option are vested. 4,464 shares subject to this incentive stock option will vest on June 16, 2027 and the remaining 4,464 shares subject to this incentive stock option will vest on June 16, 2028, subject to the Reporting Person's continued service to the Issuer or its subsidiaries through the applicable vesting date.
Key Figures
Shares sold indirectly: 47,000 shares
Weighted average sale price: $42.43 per share
Options exercised (total shares): 89,603 shares
+5 more
8 metrics
Shares sold indirectly
47,000 shares
Common stock sold by Gallagher Investments, LLC on September 3, 2026
Weighted average sale price
$42.43 per share
Sale of 47,000 MIAX shares, with trades from $42.00 to $42.68
Options exercised (total shares)
89,603 shares
Vested stock options for MIAX common stock exercised on September 3, 2026
Option exercise price
$12.00 per share
Portion of exercised nonqualified and incentive stock options
Option exercise price
$15.22 per share
Portion of exercised incentive stock options
Option exercise price
$22.40 per share
Portion of exercised incentive stock options
Remaining option shares (one grant)
188,000 shares
Nonqualified stock option position held indirectly after the reported exercise
Future vesting incentive option shares
8,928 shares
Two future vesting tranches of 4,464 shares each in 2027 and 2028
Key Terms
Rule 10b5-1 Plan, beneficial ownership, weighted average sales price, nonqualified stock option, +1 more
5 terms
Rule 10b5-1 Plan regulatory
"This transaction was effected pursuant to a previously established Rule 10b5-1 Plan"
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
beneficial ownership financial
"Mr. Gallagher maintains beneficial ownership, including dispositive and voting control"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
weighted average sales price financial
"The price reported above reflects the weighted average sales price"
nonqualified stock option financial
"Nonqualified Stock Option (Right to Buy)"
A nonqualified stock option (NQSO) is a company grant that gives an individual the right to buy shares at a set price but does not meet special tax rules for incentive stock options; when exercised the difference between the market price and the exercise price is treated as ordinary income for the recipient and as a tax-deductible expense for the company. It matters to investors because NQSOs affect an employee’s after-tax proceeds, the company’s reported expenses, and potential share dilution—think of it like a cash bonus that converts into stock but is taxed as regular pay when you take it.
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.
FAQ
What did MIAX CEO Thomas P. Gallagher report in this Form 4 for MIAX?
He reported exercising 89,603 stock options for MIAX common shares at various exercise prices and selling 47,000 shares indirectly through Gallagher Investments, LLC on September 3, 2026, while retaining other direct and indirect equity interests and option positions.
What stock options did Gallagher exercise in this MIAX Form 4?
He exercised vested options covering 89,603 shares of MIAX common stock on September 3, 2026, including options with exercise prices of $12.00, $15.22, and $22.40 per share, consisting of both nonqualified and incentive stock options.
Does Gallagher still hold MIAX options after these transactions?
Yes. After the exercise of one nonqualified option grant, 188,000 option shares of that grant remain. Another incentive stock option covers 13,392 additional shares scheduled to vest in two equal tranches on June 16, 2027 and June 16, 2028, subject to continued service.
How is Gallagher’s indirect ownership in MIAX structured?
The filing explains that Thomas P. Gallagher maintains beneficial ownership, including voting and dispositive control, over MIAX shares held by Gallagher Investments, LLC, so transactions by this LLC are reported as his indirect ownership activity.
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