MAX Form 4: CFO Patrick Ryan RSUs Vest, Withholdings Total 21,802 Shares
Rhea-AI Filing Summary
MediaAlpha, Inc. (MAX) reported insider transactions by Patrick Ryan, the company's Chief Financial Officer and Treasurer. On 08/15/2025 9,772 restricted stock units (RSUs) vested and one share per RSU was issued at no cost. To satisfy tax withholding obligations, the issuer withheld 3,846, 5,257, 4,366 and 8,333 shares in separate dispositions, each sold at $10.14 per share. The filing lists a sequence of beneficial ownership figures after each transaction, with the final reported beneficial ownership of 894,591 shares of Class A common stock held directly.
Positive
- RSUs vested, aligning executive compensation with company retention and performance mechanisms
- Full disclosure of transactions with transaction codes, amounts, prices, and post-transaction ownership provided
Negative
- Net reduction of direct ownership from 916,393 to 894,591 shares due to withholding/sales
- Material cash realized via share dispositions at $10.14 that reduce the reporting person's equity stake
Insights
TL;DR Insider received vested RSUs and shares were withheld/sold to cover taxes, modestly reducing direct holdings.
The report documents routine equity compensation settlement: 9,772 RSUs vested and were converted into Class A shares at vesting. The company withheld a total of 21,802 shares across multiple withholding dispositions executed at $10.14 per share to cover tax obligations. These actions reduced the reporting person's direct beneficial ownership from 916,393 shares (post-issuance) to a final reported 894,591 shares. This pattern is typical for senior executives settling compensation-related tax withholdings and does not by itself indicate a change in strategic ownership intent.
TL;DR Filing reflects standard RSU vesting and automatic withholding; disclosures appear complete for the reported transactions.
The Form 4 discloses the vesting of RSUs granted under the Issuer's Omnibus Incentive Plan and the subsequent automatic share withholdings to satisfy tax obligations. Transaction codes and amounts are provided for each action, and the filing identifies the reporting person's role as Chief Financial Officer and Treasurer. From a governance and disclosure standpoint, the form supplies the necessary transaction details and post-transaction beneficial ownership figures required under Section 16 reporting rules.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 9,772 | $0.00 | -- |
| Exercise | Class A Common Stock | 9,772 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 3,846 | $10.14 | $39K |
| Tax Withholding | Class A Common Stock | 5,257 | $10.14 | $53K |
| Tax Withholding | Class A Common Stock | 4,366 | $10.14 | $44K |
| Tax Withholding | Class A Common Stock | 8,333 | $10.14 | $84K |
Footnotes (1)
- One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). Represents shares withheld automatically by the Issuer to cover required tax withholding obligations due at settlement of RSUs. Represents shares withheld automatically by the Issuer to cover required tax withholding obligations due at settlement of restricted stock units previously reported in Table I as Class A Common Stock. Consists of RSUs granted to the Reporting Person on December 6, 2021 pursuant to the Issuer's Omnibus Incentive Plan, each of which represents a contingent right to receive one share of the Issuer's Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value, upon vesting. One quarter of such RSUs vested on November 15, 2022, and the remainder will vest quarterly through November 15, 2025, in each case subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date.
