Form 4: MIAX CEO Thomas Gallagher's Equity Conversions

MIAMI INTERNATIONAL HOLDINGS, INC. CEO Thomas P. Gallagher reported significant conversions of preferred and nonvoting stock into common shares, alongside option exercises.

Summary

• Thomas P. Gallagher, Chairman & CEO and Director of MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX), reported changes in beneficial ownership of company securities.
• On August 15, 2025, 500 shares of Series B Preferred Stock were converted into Common Stock on a one-for-one basis.
• Additionally, 573,963 shares of Nonvoting Common Stock were converted into Common Stock on a one-for-one basis, increasing direct common stock ownership to 585,963 shares, which includes 12,000 shares jointly held with his spouse.
• An additional 135,395 shares of Nonvoting Common Stock were converted into Common Stock, with beneficial ownership maintained indirectly through Gallagher Investments, LLC.
• Following these conversions, Mr. Gallagher's indirect beneficial ownership of Common Stock through Gallagher Investments, LLC stands at 2,040,494 shares.
• Multiple incentive stock options (ISOs) and nonqualified stock options (NQSOs) were exercised on August 15, 2025, which were initially granted as rights to buy Nonvoting Common Stock but converted to rights to buy Common Stock upon the company's IPO.
• Exercised ISOs include 24,999 shares, 16,666 shares, 8,333 shares, and 13,140 shares, with exercise prices ranging from $12 to $15.22.
• Exercised NQSOs, beneficially owned indirectly by Gallagher Investments, LLC, include 350,001 shares, 283,334 shares, 241,667 shares, 286,860 shares, and 375,000 shares, with exercise prices ranging from $12 to $16.14.
• All reported options were fully vested at the time of exercise.

Sentiment

Score: 6

Explanation: The filing reports expected insider transactions (conversions and option exercises) tied to an IPO, which is generally a neutral to slightly positive signal as it indicates an insider's continued commitment and realization of equity value, without any reported sales.

Positives

• The conversions and option exercises demonstrate the CEO's continued and increased direct and indirect beneficial ownership in the company's common stock, aligning management interests with shareholders.
• The transactions are tied to the company's initial public offering (IPO), indicating a planned and expected realization of equity value by an insider.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the reported transactions and option expiration dates.

Industry Context

This Form 4 filing reflects routine insider equity transactions, specifically conversions and option exercises, which are common events following a company's initial public offering (IPO) as executives realize vested equity and simplify their share structures. Such transactions are typical in the financial services industry for publicly traded entities like MIAMI INTERNATIONAL HOLDINGS, INC., which operates in the exchange sector.

Related Party Transactions

• Thomas P. Gallagher maintains beneficial ownership, including dispositive and voting control, over Gallagher Investments, LLC, which indirectly holds a significant portion of his common stock and nonqualified stock options.

Stakeholder Impact

• Shareholders: Increased direct and indirect common stock ownership by the CEO may be viewed positively as it aligns management's interests with shareholder value.
• Employees: The exercise of stock options by a key executive can set a precedent or signal confidence in the company's equity value.

Key Dates

Keywords

MIAX, Form 4, Insider Transaction, Stock Options, Common Stock, Preferred Stock, Nonvoting Stock, CEO, Beneficial Ownership, Equity Conversion, IPO