MediaAlpha (MAX) CRO receives major RSU grants and small share sale

Rhea-AI Filing Summary

MediaAlpha, Inc. Chief Revenue Officer Keith Cramer reported a mix of stock awards and a small share sale. On March 15, 2026 he received 134,600 restricted stock units and 44,900 performance-based RSUs tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028. Any earned PRSUs can vest at 50%, 100% or 200% of target based on threshold, target, and maximum performance, and settle on March 15, 2029 after Compensation Committee approval and continued service. On March 16, 2026 he sold 10,000 shares of Class A Common Stock at a weighted-average price of $9.8946 per share under a pre-arranged Rule 10b5-1 trading plan primarily to cover taxes from RSU vesting, and held 306,754 shares afterward.

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^*

Cramer Keith

(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)
	Chief Revenue Officer

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		134,600(1)	A	$0	316,754	D
Class A Common Stock	03/16/2026		S		10,000(2)	D	$9.8946(3)	306,754	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)	(4)	03/15/2026		A		44,900		(5)(6)	(5)(6)	Class A Common Stock	44,900	$0	44,900	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. 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 $9.81 to $9.99 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 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.

5. 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."

6. 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	03/18/2026
	** 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.
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FAQ

What insider transactions did MediaAlpha (MAX) CRO Keith Cramer report?

Keith Cramer reported new stock awards and a small sale. He received 134,600 restricted stock units, 44,900 performance-based RSUs, and sold 10,000 Class A shares, all reflected in his updated MediaAlpha holdings and compensation structure.

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

Keith Cramer sold 10,000 shares of MediaAlpha Class A Common Stock. The weighted-average sale price was $9.8946 per share, based on multiple trades between $9.81 and $9.99, as disclosed in the Form 4 footnotes.

What restricted stock awards did MediaAlpha grant to Keith Cramer?

MediaAlpha granted Keith Cramer 134,600 restricted stock units and 44,900 performance-based RSUs. The time-based RSUs vest over about four years, while the performance units depend on Adjusted EBITDA goals for fiscal 2026, 2027, and 2028 before any settlement.

How do the 2026 performance-based RSUs (PRSUs) for MediaAlpha’s CRO work?

The 44,900 PRSUs are tied to Adjusted EBITDA targets for fiscal 2026, 2027, and 2028. Each year’s performance can earn 50%, 100%, or 200% of target shares, with earned PRSUs subject to continued service and potential settlement on March 15, 2029.

What is Keith Cramer’s MediaAlpha share ownership after these transactions?

After the reported transactions, Keith Cramer directly holds 306,754 shares of MediaAlpha Class A Common Stock. He also holds 44,900 performance-based RSUs that can convert into additional shares if multi-year Adjusted EBITDA goals are achieved and vesting conditions are met.

Were Keith Cramer’s MediaAlpha share sales made under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state the 10,000-share sale was effected under a previously adopted Rule 10b5-1 trading plan. The plan’s primary purpose was to cover tax obligations arising from the vesting of restricted stock units awarded to the executive.