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

Financial Analyst

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.

Corporate Governance Expert

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.

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^*

Thompson Patrick Ryan

(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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		M		9,772	A	$0(1)	916,393	D
Class A Common Stock	08/15/2025		F		3,846(2)	D	$10.14	912,547	D
Class A Common Stock	08/15/2025		F		5,257(3)	D	$10.14	907,290	D
Class A Common Stock	08/15/2025		F		4,366(3)	D	$10.14	902,924	D
Class A Common Stock	08/15/2025		F		8,333(3)	D	$10.14	894,591	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
Restricted Stock Units	(4)	08/15/2025		M			9,772	(5)	(5)	Class A Common Stock	9,772	$0	9,772	D

Explanation of Responses:

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

2. Represents shares withheld automatically by the Issuer to cover required tax withholding obligations due at settlement of RSUs.

3. 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.

4. 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.

5. 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.

Remarks:

Chief Financial Officer and Treasurer

	/s/ Jeffrey B. Coyne	08/18/2025
	** 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.

FAQ

What transactions did Patrick Ryan report on Form 4 for MAX?

The filing reports 9,772 RSUs vested on 08/15/2025 and the issuer withheld 3,846, 5,257, 4,366, and 8,333 shares to cover tax withholding; disposals were at $10.14 per share.

How many shares were withheld to cover taxes and what was the total withheld?

Withholdings were 3,846, 5,257, 4,366, and 8,333 shares, totaling 21,802 shares withheld/sold.

What was the reporting person's role at MediaAlpha in this filing?

The reporting person, Patrick Ryan, is listed as Chief Financial Officer and Treasurer and the filing indicates he is an officer.

What price were the withheld shares sold at according to the Form 4?

Each withholding disposition is reported at a sale price of $10.14 per share.

What is the final reported beneficial ownership after these transactions?

The final reported direct beneficial ownership of Class A common stock is 894,591 shares.