MediaAlpha officer withholds shares for taxes

MediaAlpha, Inc. officer Thompson Patrick Ryan reported routine tax-related share dispositions on Class A Common Stock.

Rhea-AI Filing Summary

MediaAlpha, Inc. officer Thompson Patrick Ryan reported routine tax-related share dispositions on Class A Common Stock. On May 15, 2026, a total of 20,294 shares were withheld at $8.05 per share to cover required tax obligations tied to previously granted restricted stock units.

These are coded as tax-withholding dispositions, not open-market sales, and reflect automatic share delivery to satisfy tax liabilities at settlement. After these transactions, Ryan directly holds 1,104,336 shares of MediaAlpha Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 20,294 shares

Exercise Price or Tax Liability 4 txns

Insider Thompson Patrick Ryan

Role See Remarks

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	3,253	$8.05	$26K
Exercise Price or Tax Liability	Class A Common Stock	2,702	$8.05	$22K
Exercise Price or Tax Liability	Class A Common Stock	8,087	$8.05	$65K
Exercise Price or Tax Liability	Class A Common Stock	6,252	$8.05	$50K

Holdings After Transaction: Class A Common Stock — 1,104,336 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Tax-withholding shares: 20,294 shares Withholding price: $8.05 per share Post-transaction holdings: 1,121,377 shares +2 more

5 metrics

Tax-withholding shares 20,294 shares Total shares withheld for tax obligations on May 15, 2026

Withholding price $8.05 per share Valuation used for tax-withholding dispositions

Post-transaction holdings 1,121,377 shares Class A Common Stock held directly after transactions

First withholding lot 6,252 shares Tax-withholding disposition of Class A Common Stock

Largest withholding lot 8,087 shares Single largest tax-withholding block on May 15, 2026

Key Terms

restricted stock units, tax-withholding disposition, Class A Common Stock, Form 4

4 terms

restricted stock units financial

"due at settlement of restricted stock units previously reported in Table I"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for each entry"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"security_title: "Class A Common Stock" in each transaction"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 regulatory

"INSIDER FILING DATA (Form 4): { "issuerName": "MediaAlpha, Inc.""

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did MediaAlpha (MAX) report on this Form 4?

MediaAlpha reported that officer Thompson Patrick Ryan had shares withheld for taxes, not open-market sales. On May 15, 2026, 20,294 Class A Common shares were delivered to cover tax obligations tied to restricted stock unit settlements.

How many MediaAlpha (MAX) shares were withheld for taxes in this filing?

A total of 20,294 Class A Common shares were withheld to satisfy required tax withholding. These came from multiple restricted stock unit settlements and were delivered back to the issuer rather than sold on the open market.

At what price were the MediaAlpha (MAX) tax-withholding shares valued?

The withheld shares were valued at $8.05 per share for tax-withholding purposes. This price is used to determine the value of shares delivered to cover tax liabilities when restricted stock units settle into common stock.

Does this MediaAlpha (MAX) Form 4 show the insider selling shares in the market?

No, the Form 4 shows tax-withholding dispositions, not market sales. Shares were automatically delivered to the issuer to cover tax obligations from restricted stock unit settlements, which is a common administrative mechanism for equity compensation.

How many MediaAlpha (MAX) shares does Thompson Patrick Ryan hold after these transactions?

Following the reported tax-withholding dispositions, Thompson Patrick Ryan directly holds 1,121,377 shares of MediaAlpha Class A Common Stock. This figure reflects his position after the automatic delivery of 20,294 shares for tax obligations.

What does transaction code F mean in the MediaAlpha (MAX) Form 4?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to cover exercise price or tax liabilities. In this case, shares from restricted stock unit settlements were withheld automatically by MediaAlpha to satisfy required tax withholding.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:40 PM EDT Learn about SEC filing dates

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^*

Thompson Patrick Ryan

(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)
	See Remarks

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/15/2026		F		3,253(1)	D	$8.05	1,121,377	D
Class A Common Stock	05/15/2026		F		2,702(1)	D	$8.05	1,118,675	D
Class A Common Stock	05/15/2026		F		8,087(1)	D	$8.05	1,110,588	D
Class A Common Stock	05/15/2026		F		6,252(1)	D	$8.05	1,104,336	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

Explanation of Responses:

1. 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.

Remarks:

Chief Financial Officer and Treasurer

	/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)