ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gallagher Thomas P.

(Last)

(First)

(Middle)

C/O MIAMI INTERNATIONAL HOLDINGS, INC

7 ROSZEL ROAD, SUITE 1A

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MIAMI INTERNATIONAL HOLDINGS, INC. [ MIAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2025		C		500⁽¹⁾	A	⁽¹⁾	2,040,494	I	By Gallagher Investments, LLC⁽²⁾
Common Stock	08/15/2025		C		573,963⁽³⁾	A	⁽³⁾	585,963⁽⁴⁾	D
Common Stock	08/15/2025		C		135,395⁽⁵⁾	A	⁽⁵⁾	2,040,494	I	By Gallagher Investments, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	08/15/2025		C			500⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	500	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonvoting Common Stock	⁽³⁾	08/15/2025		C			573,963⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	573,963	$0	0	D
Nonvoting Common Stock	⁽⁵⁾	08/15/2025		C			135,395⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	135,395	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			24,999⁽⁶⁾	⁽⁷⁾	08/02/2026	Nonvoting Common Stock	24,999	$0	0	D
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		24,999⁽⁶⁾		⁽⁷⁾	08/02/2026	Common Stock	24,999	$0	24,999	D
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			16,666⁽⁶⁾	⁽⁷⁾	05/28/2028	Nonvoting Common Stock	16,666	$0	0	D
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		16,666⁽⁶⁾		⁽⁷⁾	05/28/2028	Common Stock	16,666	$0	16,666	D
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			8,333⁽⁶⁾	⁽⁷⁾	07/30/2029	Nonvoting Common Stock	8,333	$0	0	D
Incentive Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		8,333⁽⁶⁾		⁽⁷⁾	07/30/2029	Common Stock	8,333	$0	8,333	D
Incentive Stock Option (Right to Buy)	$15.22⁽⁶⁾	08/15/2025		M			13,140⁽⁶⁾	⁽⁷⁾	01/27/2031	Nonvoting Common Stock	13,140	$0	0	D
Incentive Stock Option (Right to Buy)	$15.22⁽⁶⁾	08/15/2025		M		13,140⁽⁶⁾		⁽⁷⁾	01/27/2031	Common Stock	13,140	$0	13,140	D
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			350,001⁽⁶⁾	⁽⁷⁾	08/02/2026	Nonvoting Common Stock	350,001	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		350,001⁽⁶⁾		⁽⁷⁾	08/02/2026	Common Stock	350,001	$0	350,001	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			283,334⁽⁶⁾	⁽⁷⁾	05/28/2028	Nonvoting Common Stock	283,334	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		283,334⁽⁶⁾		⁽⁷⁾	05/28/2028	Common Stock	283,334	$0	283,334	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M			241,667⁽⁶⁾	⁽⁷⁾	07/30/2029	Nonvoting Common Stock	241,667	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$12⁽⁶⁾	08/15/2025		M		241,667⁽⁶⁾		⁽⁷⁾	07/30/2029	Common Stock	241,667	$0	241,667	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$15.22⁽⁶⁾	08/15/2025		M			286,860⁽⁶⁾	⁽⁷⁾	01/27/2031	Nonvoting Common Stock	286,860	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$15.22⁽⁶⁾	08/15/2025		M		286,860⁽⁶⁾		⁽⁷⁾	01/27/2031	Common Stock	286,860	$0	286,860	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$16.14⁽⁶⁾	08/15/2025		M			375,000⁽⁶⁾	⁽⁷⁾	09/09/2031	Nonvoting Common Stock	375,000	$0	0	I	By Gallagher Investments, LLC⁽²⁾
Nonqualified Stock Option (Right to Buy)	$16.14⁽⁶⁾	08/15/2025		M		375,000⁽⁶⁾		⁽⁷⁾	09/09/2031	Common Stock	375,000	$0	375,000	I	By Gallagher Investments, LLC⁽²⁾

Explanation of Responses:

1. Represents 500 shares of Series B Preferred Stock that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's initial public offering ("IPO") and which have no expiration date.

2. Mr. Gallagher maintains beneficial ownership, including dispositive and voting control, over Gallagher Investments, LLC

3. Represents 573,963 shares of Nonvoting Common Stock that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's IPO and which have no expiration date.

4. Includes 12,000 shares of common stock jointly with his spouse with right of survival

5. Represents 135,395 shares of Nonvoting Common Stock that have been converted into shares of Common Stock on a one-for-one basis upon the closing of the Company's IPO and which have no expiration date.

6. The options were granted initially as the right to buy Nonvoting Common Stock. On the closing date of the IPO, these converted to the right to buy Common Stock instead of Nonvoting Common Stock, for the same price and under the same conditions.

7. The options are fully vested.

Remarks:

	/s/Alessandra Maria Corona Henriques, Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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