SCHEDULE: Gallagher Reduces Stake Below 5% in Miami International Holdings

Thomas P. Gallagher and Gallagher Investments LLC have filed an exit Schedule 13D amendment, reporting their beneficial ownership in Miami International Holdings, Inc. has fallen below the 5% threshold.

Summary

• Thomas P. Gallagher and Gallagher Investments LLC filed an Amendment No. 1 to their Schedule 13D, serving as an "exit filing" as their beneficial ownership in Miami International Holdings, Inc. fell below 5%.
• As of August 26, 2025, the Reporting Persons collectively beneficially own 4,036,237 shares of Common Stock, representing 4.9% of the class.
• This change in ownership follows several transactions, including Mr. Gallagher's transfer of shares to Gallagher Investments, conversions of preferred and nonvoting stock into common stock during the Issuer's initial public offering (IPO), and Mr. Gallagher's purchase of 14,000 shares in the IPO for $322,000.
• Gallagher Investments LLC surrendered 192,220 shares of Common Stock and $12.5 million in cash on August 26, 2025, to satisfy tax withholding obligations related to restricted stock awards that vested in connection with the IPO.
• The Reporting Persons acquired their securities for long-term investment purposes and reserve the right to acquire additional securities or dispose of existing ones in the future.

Sentiment

Score: 6

Explanation: The filing is a routine ownership disclosure following an IPO, indicating a natural adjustment in insider holdings due to tax obligations and lock-up agreements. The IPO itself is a positive event, but the filing primarily reports a reduction in a significant shareholder's stake below a disclosure threshold, which is neutral to slightly negative in terms of direct ownership, but expected in the context of an IPO.

Positives

• The company successfully completed an Initial Public Offering (IPO), indicating a significant corporate milestone and access to public markets.
• Mr. Gallagher, as Chairman and CEO, continues to hold a substantial stake and influence, aligning his interests with long-term company performance.

Negatives

• Gallagher Investments LLC surrendered 192,220 shares of Common Stock and $12.5 million in cash to cover tax withholding obligations, which represents a reduction in direct ownership and cash outflow from the entity.

Risks

• The Reporting Persons may acquire beneficial ownership of additional shares in the future, potentially exceeding the five percent threshold again, which could trigger new disclosure requirements.
• Mr. Gallagher holds unvested equity awards and may receive additional grants, which could increase his beneficial ownership over time.

Future Outlook

The Reporting Persons intend to continuously review their investment and may acquire additional securities or dispose of existing ones in the future, potentially re-acquiring beneficial ownership of more than five percent. Mr. Gallagher also holds unvested equity awards and may receive additional grants, which could increase his beneficial ownership.

Management Comments

• Mr. Gallagher's principal occupation is Chairman and Chief Executive Officer of the Issuer.
• The Reporting Persons acquired all of their securities for investment purposes only and are being held as a long-term investment.
• Mr. Gallagher is the Chairman and Chief Executive Officer of the Issuer and acquired his securities in that capacity. As a result, Mr. Gallagher may have influence over the corporate activities of the Issuer.

Industry Context

This filing is a standard disclosure of a significant shareholder's change in ownership following an IPO. It reflects the post-IPO adjustments in ownership structure for key insiders, particularly regarding tax obligations and lock-up agreements. It does not provide broader industry trends or competitive analysis.

Corporate Governance

Related Party Transactions

• Mr. Gallagher, as Chairman and CEO, acquired shares as compensation and transferred shares to Gallagher Investments LLC, an entity holding his investments.
• Mr. Gallagher purchased shares in the Issuer's IPO.
• Gallagher Investments LLC surrendered shares and cash to the Company to satisfy tax withholding obligations related to Mr. Gallagher's restricted stock awards.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a key insider below 5% is a disclosure event. The lock-up agreement provides a period of stability post-IPO. The IPO itself provides liquidity and access to public markets.
• Management (Mr. Gallagher): His compensation includes equity awards, aligning his interests with long-term company performance. Tax obligations related to vesting awards are being met.
• Company (Issuer): The IPO has been completed, and the company is managing insider ownership disclosures and tax obligations.

Next Steps

• Reporting Persons will continuously review their investment in the Issuer.
• Reporting Persons may acquire additional securities or dispose of existing ones in the future.
• Mr. Gallagher may be granted additional equity awards by the Issuer in the future.
• Reporting Persons are subject to a 180-day lock-up agreement post-IPO, restricting sales or transfers of shares.

Key Dates

Recommendation

This filing is primarily a compliance disclosure regarding a change in beneficial ownership by key insiders following an IPO. It does not contain new financial performance data or strategic shifts that would warrant a 'buy' or 'sell' recommendation. The transactions described, such as share conversions and tax-related surrenders, are typical post-IPO activities. The lock-up agreement is a standard measure. Investors should 'hold' and await further operational and financial updates from Miami International Holdings, Inc.

Keywords

Miami International Holdings, Thomas P. Gallagher, Gallagher Investments, Schedule 13D, beneficial ownership, IPO, common stock, equity awards, tax withholding, corporate governance