MediaAlpha (MAX) GC receives 171,950 RSUs and 57,350 PRSUs

Rhea-AI Filing Summary

COYNE JEFFREY B reported acquisition or exercise transactions in this Form 4 filing.

MediaAlpha, Inc. reported that its general counsel and secretary, Jeffrey B. Coyne, received equity awards on March 15, 2026. He was granted 171,950 restricted stock units, each representing one share of Class A common stock, and 57,350 performance-based restricted stock units.

The time-based RSUs begin vesting on May 15, 2026, with one sixteenth vesting then and the remainder vesting quarterly over the following four years, subject to continued employment. The PRSUs are tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with threshold, target, and maximum goals corresponding to 50%, 100%, and 200% of target shares.

Any PRSUs earned for a given year remain subject to continued service-based vesting through the end of the three-year period, and eligible units will settle on March 15, 2029 after Compensation Committee approval. Following these awards, Coyne directly holds 605,995 shares of Class A common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider COYNE JEFFREY B

Role GENERAL COUNSEL AND SECRETARY

Type	Security	Shares	Price	Value
Grant/Award	Performance Restricted Stock Units (2026 PRSUs)	57,350	$0.00	--
Grant/Award	Class A Common Stock	171,950	$0.00	--

Holdings After Transaction: Performance Restricted Stock Units (2026 PRSUs) — 57,350 shares (Direct); Class A Common Stock — 605,995 shares (Direct)

Footnotes (1)

1. Consists of restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. One sixteenth of the RSUs will vest on May 15, 2026 and the remainder will vest quarterly over the following four years, in each case subject to continued employment. with the Issuer through each vesting date. Represents Performance Based Restricted Stock Units (PRSUs) granted to the Reporting Person on March 15, 2026, pursuant to the Issuer's Omnibus Equity Incentive Plan. Each PRSU represents a contingent right to receive shares of Issuer's Class A Common Stock. The PRSUs will be earned subject to achievement of Adjusted EBITDA goals for fiscal 2026, fiscal 2027, and fiscal 2028, with each fiscal year measured separately for purposes of determining PRSU vesting. One-third of the PRSU grants are tied to Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year, corresponding to vesting of 50%, 100% and 200% of the target shares, respectively. 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." If PRSUs become eligible to vest after approval from the Compensation Committee of the Board of Directors of the Issuer on the achievement of the performance measures, the eligible units will settle on March 15, 2029.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

COYNE JEFFREY B

(Last) (First) (Middle)

C/O MEDIAALPHA, INC.

700 SOUTH FLOWER STREET, SUITE 640

(Street)

LOS ANGELES CA 90017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	GENERAL COUNSEL AND SECRETARY

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		A		171,950(1)	A	$0	605,995	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units (2026 PRSUs)	(2)	03/15/2026		A		57,350		(3)(4)	(3)(4)	Class A Common Stock	57,350	$0	57,350	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. One sixteenth of the RSUs will vest on May 15, 2026 and the remainder will vest quarterly over the following four years, in each case subject to continued employment. with the Issuer through each vesting date.

2. Represents Performance Based Restricted Stock Units (PRSUs) granted to the Reporting Person on March 15, 2026, pursuant to the Issuer's Omnibus Equity Incentive Plan. Each PRSU represents a contingent right to receive shares of Issuer's Class A Common Stock.

3. The PRSUs will be earned subject to achievement of Adjusted EBITDA goals for fiscal 2026, fiscal 2027, and fiscal 2028, with each fiscal year measured separately for purposes of determining PRSU vesting. One-third of the PRSU grants are tied to Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year, corresponding to vesting of 50%, 100% and 200% of the target shares, respectively. 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."

4. If PRSUs become eligible to vest after approval from the Compensation Committee of the Board of Directors of the Issuer on the achievement of the performance measures, the eligible units will settle on March 15, 2029.

Remarks:

	/s/ Jeffrey B. Coyne	03/17/2026
	** 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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FAQ

What insider awards did MediaAlpha (MAX) report for Jeffrey B. Coyne?

Jeffrey B. Coyne received two equity awards: 171,950 restricted stock units and 57,350 performance-based restricted stock units. Both grants are tied to MediaAlpha’s Class A common stock and are structured with multi-year vesting and performance conditions linked to Adjusted EBITDA.

How do the new RSUs for MediaAlpha (MAX) general counsel vest?

The time-based RSUs vest over more than four years. One sixteenth vests on May 15, 2026, and the remaining units vest quarterly over the following four years, provided Jeffrey B. Coyne remains employed with MediaAlpha through each vesting date.

What performance goals affect MediaAlpha (MAX) PRSU vesting?

The PRSUs depend on Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with each year measured separately. Threshold, target, and maximum performance levels correspond to vesting of 50%, 100%, and 200% of the target PRSU shares, respectively, before additional service-based vesting applies.

When will MediaAlpha (MAX) performance RSUs settle if earned?

Earned PRSUs are scheduled to settle on March 15, 2029. Settlement occurs only after the Compensation Committee approves that the specified performance measures have been achieved, and the units remain subject to continued service-based vesting through the three-year performance period.

How many MediaAlpha (MAX) shares does Jeffrey B. Coyne hold after these grants?

After the reported transactions, Coyne holds 605,995 shares of MediaAlpha Class A common stock directly. This figure reflects his position following the March 15, 2026 equity awards disclosed, combining his existing holdings with the newly granted shares.

Are MediaAlpha (MAX) PRSUs purely performance-based or also service-based?

The PRSUs combine performance and service conditions. First, vesting depends on achieving Adjusted EBITDA goals for each of fiscal 2026–2028. Any PRSUs earned for a year then remain subject to continued service-based vesting through the end of the overall three-year performance period.