Form 4: Gallagher Trades MIAX Stock Under 10b5-1 Plan

Thomas P. Gallagher, Chairman & CEO of Miami International Holdings, Inc. (MIAX), executed trades involving company stock and stock options under a pre-established Rule 10b5-1 plan.

Summary

• Thomas P. Gallagher, Chairman & CEO and Director of Miami International Holdings, Inc. (MIAX), reported transactions on July 6th and July 7th, 2026.
• These transactions were conducted under a Rule 10b5-1 trading plan established on December 29, 2025.
• On July 6th, 2026, 41,772 shares of common stock were acquired at $12 per share and 41,772 shares were disposed of at a weighted average price of $42.09.
• On July 7th, 2026, 28,228 shares of common stock were acquired at $12 per share and 28,228 shares were disposed of at a weighted average price of $42.27.
• These transactions involved the exercise of non-qualified stock options with an exercise price of $12.
• Following these transactions, Gallagher beneficially owns 1,723,275 shares of common stock indirectly through Gallagher Investments, LLC.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While the disposal of shares by a CEO can be a negative signal, the execution under a pre-established 10b5-1 plan mitigates concerns about insider trading and suggests a planned financial event.

Positives

• Transactions were executed under a Rule 10b5-1 plan, indicating pre-planned and potentially less market-impacting trades.
• The acquisition of shares at a lower price ($12) and disposal at a higher price ($42.09-$42.27) suggests a profitable execution of the plan.
• The reporting person maintains a significant beneficial ownership of 1,723,275 shares, indicating continued commitment to the company.

Negatives

• A significant number of shares (41,772 on July 6th and 28,228 on July 7th) were disposed of, which could be interpreted as a reduction in direct holdings by a key executive.
• The disposal of shares at prices significantly higher than the acquisition price of the options ($42.09-$42.27 vs $12) represents a substantial realization of gains by the reporting person.

Risks

• The disposal of a large number of shares by the CEO could be perceived negatively by the market, potentially impacting investor sentiment.
• While executed under a 10b5-1 plan, the sheer volume of disposals might raise questions about the executive's long-term confidence in the stock's future appreciation.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions.

Management Comments

• The transactions were effected pursuant to a previously established Rule 10b5-1 Plan adopted by the Reporting Person on December 29, 2025.
• 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.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for insider transactions. The use of a Rule 10b5-1 plan by a CEO is a common practice to diversify holdings or manage personal finances without appearing to trade on material non-public information. The significant difference between the option exercise price and the sale price indicates a successful option strategy.

Stakeholder Impact

• Shareholders: May interpret the disposal of shares by the CEO as a sign of reduced confidence, potentially affecting stock price, though the 10b5-1 plan provides some context.
• Employees: Similar to shareholders, may view executive stock sales with caution.
• Creditors: Unlikely to be directly impacted by this type of transaction.

Next Steps

• The reporting person may be required to provide further details on the transactions upon request from the SEC, the Issuer, or a security holder.

Key Dates

Recommendation

The filing reports routine transactions under a pre-established 10b5-1 plan by a key executive. While the disposal of a significant number of shares could be a concern, the structured nature of the trades under the plan suggests it's a planned financial event rather than a reaction to negative company outlook. The continued indirect beneficial ownership indicates ongoing commitment. Therefore, a 'hold' recommendation is appropriate pending further company performance indicators.

Keywords

SEC Form 4, Insider Trading, Stock Options, Rule 10b5-1 Plan, Miami International Holdings, MIAX, Thomas P. Gallagher, Beneficial Ownership, Stock Disposal, Stock Acquisition