Were Keith Cramer’s MediaAlpha (MAX) share sales pre-planned under a Rule 10b5-1 plan?

Yes, the share sales were made under a Rule 10b5-1 trading plan. The filing states the plan was previously adopted by the reporting person and that the sales were primarily intended to cover taxes from the vesting of Restricted Stock Units.

MediaAlpha (NYSE: MAX) CRO sells 13,000 shares as RSUs vest

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

MediaAlpha, Inc. Chief Revenue Officer Keith Cramer reported a mix of stock sales and RSU vesting transactions. On May 15, 2026, he sold 13,000 shares of Class A Common Stock in open-market transactions at a weighted-average price of $8.0528 per share, under a previously adopted Rule 10b5-1 trading plan primarily to cover taxes from RSU vesting. The same day, 9,774 Restricted Stock Units were converted into an equal number of Class A shares at an exercise price of $0.00 per share as part of RSU grants from March 15, 2023 and March 15, 2024 that vest over several years, subject to continued employment.

Insider Trade Summary 10b5-1

Net Seller: 13,000 shares ($104,686)

Net Sell 5 txns

Insider Cramer Keith

Role Chief Revenue Officer

Sold 13,000 shs ($105K)

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,303	$0.00	--
Exercise	Restricted Stock Units	4,471	$0.00	--
Exercise	Class A Common Stock	5,303	$0.00	--
Exercise	Class A Common Stock	4,471	$0.00	--
Sale	Class A Common Stock	13,000	$8.0528	$105K

Holdings After Transaction: Restricted Stock Units — 15,910 shares (Direct, null); Class A Common Stock — 302,057 shares (Direct, null)

Footnotes (1)

One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $7.95 to $8.195 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023. One sixteenth of the RSUs vested on May 15, 2023 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 RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2024. One sixteenth of the RSUs vested on May 15, 2024 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.

Key Figures

Shares sold: 13,000 shares Average sale price: $8.0528 per share RSUs converted (block 1): 4,471 units/shares +3 more

6 metrics

Shares sold 13,000 shares Class A Common Stock sold on May 15, 2026

Average sale price $8.0528 per share Weighted-average price for 13,000 shares sold

RSUs converted (block 1) 4,471 units/shares Restricted Stock Units converted into Class A shares

RSUs converted (block 2) 5,303 units/shares Restricted Stock Units converted into Class A shares

Total RSUs converted 9,774 units/shares ExerciseCount exerciseShares for derivative exercises

Net shares sold 13,000 shares NetBuySellShares from transaction summary (net-sell)

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Unit, Omnibus Equity Incentive Plan, weighted-average sale price, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted Stock Unit financial

"One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU")."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

Omnibus Equity Incentive Plan financial

"Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023."

A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.

weighted-average sale price financial

"Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $7.95 to $8.195 per share."

vesting date financial

"the remainder will vest quarterly over the following four years, in each case subject to continued employment with the Issuer through each vesting date."

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 04:40 PM

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
Estimated average burden
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^*

Cramer Keith

(Last)

(First)

(Middle)

C/O MEDIAALPHA, INC.

700 SOUTH FLOWER STREET, SUITE 640

(Street)

LOS ANGELES

CALIFORNIA

90017

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	Chief Revenue Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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)
Class A Common Stock	05/15/2026		M		5,303	A	$0⁽¹⁾	302,057	D
Class A Common Stock	05/15/2026		M		4,471	A	$0⁽¹⁾	306,528	D
Class A Common Stock	05/15/2026		S⁽²⁾		13,000	D	$8.0528⁽³⁾	293,528	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)
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)
Restricted Stock Units	⁽⁴⁾	05/15/2026		M			5,303	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	5,303	$0	15,910	D
Restricted Stock Units	⁽⁶⁾	05/15/2026		M			4,471	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,471	$0	31,304	D

Explanation of Responses:

1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs.

3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $7.95 to $8.195 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023.

5. One sixteenth of the RSUs vested on May 15, 2023 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.

6. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2024.

7. One sixteenth of the RSUs vested on May 15, 2024 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.

Remarks:

	/s/ Jeffrey B. Coyne	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did MediaAlpha (MAX) disclose for Keith Cramer?

MediaAlpha disclosed that Chief Revenue Officer Keith Cramer both sold shares and had RSUs vest. On May 15, 2026, he sold 13,000 Class A shares and converted 9,774 Restricted Stock Units into an equal number of shares at a zero exercise price.

How many MediaAlpha (MAX) shares did Keith Cramer sell and at what price?

Keith Cramer sold 13,000 shares of MediaAlpha Class A Common Stock. The weighted-average sale price was $8.0528 per share, across multiple trades between $7.95 and $8.195, according to the filing’s weighted-average price disclosure.

What Restricted Stock Unit activity did MediaAlpha (MAX) report for Keith Cramer?

The filing reports the conversion of 9,774 Restricted Stock Units into Class A shares. Two RSU blocks of 4,471 and 5,303 units vested and were settled into shares at a $0.00 exercise price on May 15, 2026.

What are the vesting terms of Keith Cramer’s MediaAlpha (MAX) RSU grants?

The RSUs were granted on March 15, 2023 and March 15, 2024. For each grant, one sixteenth vested on May 15 of the grant year, and the remaining units vest quarterly over four years, subject to continued employment with MediaAlpha.

Why does the MediaAlpha (MAX) filing mention taxes in relation to Keith Cramer’s sales?

The filing notes that the sales were primarily to cover taxes from RSU vesting. It explains that transactions under the previously adopted Rule 10b5-1 trading plan were effected mainly to satisfy tax obligations arising when Restricted Stock Units vested.