MAX insider Jeffrey Coyne details RSU vesting and tax withholdings

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX)

On the same date, the company automatically withheld 2,576, 2,921, 2,542 and 5,224 shares of Class A Common Stock at $12.42 per share to cover tax obligations related to RSU settlements. After these transactions, Coyne beneficially owned 446,783 shares of Class A Common Stock directly.

11/20/2025 - 05:17 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

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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^*

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)
11/15/2025

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	11/15/2025		M		6,544	A	$0(1)	460,046	D
Class A Common Stock	11/15/2025		F		2,576(2)	D	$12.42	457,470	D
Class A Common Stock	11/15/2025		F		2,921(3)	D	$12.42	454,549	D
Class A Common Stock	11/15/2025		F		2,542(3)	D	$12.42	452,007	D
Class A Common Stock	11/15/2025		F		5,224(3)	D	$12.42	446,783	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)	11/15/2025		M			6,544	(5)	(5)	Class A Common Stock	6,544	$0	6,544	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. Represents grant of RSUs under the Issuer's Omnibus Equity Incentive Plan granted March 15, 2022.

5. One sixteenth of the RSUs vested on May 15, 2022 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	11/20/2025
	** 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 insider transaction did MediaAlpha (MAX) report on this Form 4?

The filing shows that General Counsel and Secretary Jeffrey B. Coyne had 6,544 RSUs convert into the same number of shares of Class A Common Stock on 11/15/2025, with related share withholding for taxes.

How many MediaAlpha (MAX) shares did Jeffrey B. Coyne own after the transaction?

Following the reported RSU vesting and tax withholdings, Jeffrey B. Coyne beneficially owned 446,783 shares of MediaAlpha Class A Common Stock directly.

Why were some MediaAlpha (MAX) shares sold or withheld in this Form 4?

The lines coded "F" represent shares automatically withheld by the issuer to cover required tax withholding obligations due at settlement of RSUs and previously reported restricted stock units.

What was the price used for the MediaAlpha (MAX) share withholding transactions?

The tax withholding transactions for Class A Common Stock were reported at a price of $12.42 per share.

What are the vesting terms of the reported MediaAlpha (MAX) RSUs?

The RSUs were granted on March 15, 2022. One sixteenth vested on May 15, 2022, and the remainder vest quarterly over the following four years, subject to continued employment with the company.

What role does the reporting person hold at MediaAlpha (MAX)?

The reporting person, Jeffrey B. Coyne, is an officer of MediaAlpha, serving as General Counsel and Secretary.