MediaAlpha (NYSE: MAX) shifts to performance-based stock awards

Rhea-AI Filing Summary

MediaAlpha, Inc. announced that director Lara Sweet will not stand for reelection at the 2026 annual meeting for personal reasons, so her term will end on May 5, 2026. The board’s Nominating and Corporate Governance Committee has begun searching for a replacement, and Kathy Vrabeck is expected to serve as interim Audit Committee Chair.

The Compensation Committee also changed 2026 long-term incentives for executive officers so that 25% of target value is in performance share units and 75% in time-based restricted share units. The performance units are tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with payouts ranging from 0% to 200% of target based on preset thresholds.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2026

_____________________________

MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware			001-39671			85-1854133
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

700 South Flower Street, Suite 640 Los Angeles, California			90017
(Address of Principal Executive Offices)			(Zip Code)

(213) 316-6256

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

			Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

MAX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Director

On March 16, 2026, Lara Sweet, a Class III member of the Board of Directors (the “Board”) of MediaAlpha, Inc. (the “Company”), notified the Company that for personal reasons she would not stand for reelection to the Board at the Company’s 2026 Annual Meeting of Stockholders, and that her term as a Director would therefore end on May 5, 2026. Ms. Sweet’s decision not to stand for reelection was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Board’s Nominating and Corporate Governance Committee has commenced a search for a new director to fill the vacancy that will be created by Ms. Sweet’s departure. Kathy Vrabeck, who has been a member of the Company’s Audit Committee since 2020 and is an “audit committee financial expert” as defined by applicable SEC rules, is expected to serve as Chair of the Company’s Audit Committee on an interim basis.

(e) Compensatory Arrangements of Certain Officers

On March 13, 2026, the Compensation Committee (the “Committee”) of the Company’s Board approved a change to the long-term incentive (“LTI”) compensation of the Company’s executive officers for 2026. Specifically, the Compensation Committee determined that 25% of the target LTI value granted to each executive would be in the form of performance share units (“PRSUs”), with the remaining 75% granted as time-based restricted share units (“RSUs”). The PRSUs will be earned, if at all, based on achievement of Adjusted EBITDA goals over a three-year performance period, with each fiscal year measured separately for purposes of determining PRSU vesting. Specifically, one-third of the PRSU grants are tied to each of fiscal 2026, fiscal 2027, and fiscal 2028 Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through the end of the three-year period. The PRSU goals and payout ranges (as a percentage of target) are the same as those used for the Company’s Annual Incentive Bonus Plan (i.e., threshold goals set at 85% of target goals, corresponding to 50% vesting; maximum goals set at 120% of target goals, corresponding to 200% vesting, with linear interpolation between goals and no vesting for below threshold performance).

The foregoing description of the PRSUs does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the PRSU Award Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			Form of Performance-Based Restricted Stock Unit Award Agreement under 2020 Omnibus Incentive Plan
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MediaAlpha, Inc.
Date: March 19, 2026			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

FAQ

Why is MediaAlpha (MAX) director Lara Sweet leaving the board?

Lara Sweet informed MediaAlpha that, for personal reasons, she will not stand for reelection at the 2026 annual meeting. Her term will end on May 5, 2026, and she reported no disagreement regarding the company’s operations, policies, or practices.

When does MediaAlpha’s Lara Sweet officially step down as director?

Lara Sweet’s term as a MediaAlpha director will end on May 5, 2026, when she does not stand for reelection at the 2026 annual meeting. She currently serves as a Class III board member and is departing for personal reasons, not due to any stated disagreement.

Who will lead MediaAlpha (MAX) Audit Committee after Lara Sweet’s departure?

Kathy Vrabeck, a MediaAlpha Audit Committee member since 2020, is expected to serve as interim Chair of the Audit Committee. She is described as an “audit committee financial expert” under applicable SEC rules while the board searches for a new director to fill the vacancy.

How is MediaAlpha changing 2026 long-term incentive pay for executives?

MediaAlpha’s Compensation Committee approved a 2026 long-term incentive mix of 25% performance share units and 75% time-based restricted share units. The performance awards depend on Adjusted EBITDA results over three years, aligning executive compensation more closely with multi-year financial performance targets and service-based vesting.

What performance metrics drive MediaAlpha’s new performance share units?

The new performance share units are earned based on Adjusted EBITDA for fiscal 2026, 2027, and 2028, each year measured separately. Payouts use the same goals as the Annual Incentive Bonus Plan, with 85% of target yielding 50% vesting and 120% of target yielding 200% vesting.

How do MediaAlpha (MAX) performance share unit payouts scale with results?

Performance share unit payouts range from 0% to 200% of target. At 85% of the Adjusted EBITDA target, 50% of target units vest, while 120% of target yields 200% vesting. Results between those levels use linear interpolation, and below-threshold performance earns no vesting.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 81.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB