Gallagher Thomas P. 4

What Happened
Thomas P. Gallagher, Chairman & CEO of Miami International Holdings, Inc. (MIAX), exercised 70,000 vested stock options at $12.00 per share (cost $840,000) and sold those 70,000 shares in the open market on June 2, 2026 for a weighted average price of $42.36, generating gross proceeds of approximately $2,965,200. The exercise and sale occurred the same day, effectively a cashless exercise followed by an open-market disposition.

Key Details

• Transaction date: June 2, 2026 (reported on Form 4 filed June 4, 2026).
• Option exercise: 70,000 shares at $12.00 = $840,000 (options reported as fully vested).
• Open-market sale: 70,000 shares at weighted avg $42.36 = $2,965,200; trades executed across prices $42.00–$45.73.
• Net proceeds before fees/taxes: roughly $2.12M (gross sale minus exercise cost).
• Shares owned after transaction: not specified in this Form 4.
• Notable footnotes: sale executed pursuant to a Rule 10b5-1 plan adopted Dec 29, 2025; Gallagher maintains beneficial ownership/control over Gallagher Investments, LLC; options fully vested.
• Filing timeliness: Form 4 filed June 4 for a June 2 transaction (no late-filing indication in the report).

Context
Because the options were exercised and the resulting shares were sold the same day, this is effectively a cashless exercise — the sale converted the option value to cash rather than indicating a new purchase position. Sales under 10b5-1 plans are pre-arranged and are often executed for diversification or liquidity; the filing is factual and does not by itself indicate the insider’s view of the company’s prospects.