Form 4: MIAX Executive Sells Stock Under 10b5-1 Plan

Shelly Brown, EVP, Chief Strategy Officer of MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX), reported a transaction involving the acquisition of 16,000 common stock shares at $12 each and the disposition of 16,000 common stock shares at a weighted average price of $42.13, executed under a Rule 10b5-1 trading plan.

Summary

• Shelly Brown, the Executive Vice President and Chief Strategy Officer of MIAMI INTERNATIONAL HOLDINGS, INC. (MIAX), has reported a series of transactions.
• On July 6, 2026, Brown acquired 16,000 shares of common stock at a price of $12 per share, totaling $192,000.
• On the same date, Brown disposed of 16,000 shares of common stock at a weighted average price of $42.13 per share, for a total of approximately $674,080.
• These transactions were executed as part of a pre-established Rule 10b5-1 trading plan, adopted on December 22, 2025, which is designed to comply with safe harbor provisions.
• Following these transactions, Brown beneficially owns 353,990 shares of common stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While the sale of stock by an executive can be perceived negatively, the execution under a Rule 10b5-1 plan mitigates concerns about insider trading and indicates a planned, rather than opportunistic, divestment.

Positives

• The transactions were conducted under a Rule 10b5-1 plan, indicating a pre-planned and systematic approach to stock transactions, which can reduce concerns about insider trading.
• The acquisition of shares at a lower price ($12) and subsequent sale at a higher price ($42.13) suggests a profitable execution within the plan.
• The executive retains a significant beneficial ownership of 353,990 shares, indicating continued alignment with the company's long-term success.

Negatives

• The disposition of a substantial number of shares (16,000) could be interpreted negatively by the market, even though it was part of a pre-arranged plan.
• The sale of shares at a weighted average price of $42.13 indicates a realization of gains, which inherently means the executive is reducing their direct holdings.

Risks

• The primary risk is market perception; despite being part of a 10b5-1 plan, significant stock sales by executives can sometimes lead to negative investor sentiment.
• The effectiveness of the Rule 10b5-1 plan relies on its proper implementation and adherence to all regulatory requirements to maintain its safe harbor protection.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future company performance. It solely reports on past transactions executed under a trading plan.

Management Comments

• The transaction was effected pursuant to a previously established Rule 10b5-1 Plan adopted by the Reporting Person on December 22, 2025.
• The transaction was executed in multiple trades throughout the day at prices ranging from $42.00 to $42.32. 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.

Industry Context

StockSavvy.ai notes that the use of Rule 10b5-1 plans by executives is a common practice in the financial services and technology sectors, particularly for managing personal stock portfolios in a compliant manner. This filing reflects standard executive compensation and liquidity management strategies within the industry.

Stakeholder Impact

• Shareholders: The sale of shares by an executive, even under a 10b5-1 plan, may lead to short-term market perception concerns, although the plan's existence provides a degree of reassurance.
• Employees: The transaction does not directly impact employees but reflects standard executive compensation and liquidity practices.
• Creditors: No direct impact is indicated.
• Suppliers: No direct impact is indicated.

Next Steps

• The reporting person will continue to adhere to the terms of the Rule 10b5-1 trading plan.
• The company may receive requests for further information regarding the transaction details from regulatory bodies or security holders.

Key Dates

Keywords

MIAMI INTERNATIONAL HOLDINGS, MIAX, Form 4, Insider Trading, Rule 10b5-1, Stock Transaction, Beneficial Ownership, Shelly Brown, Executive Officer, Stock Sale, Stock Acquisition