MediaAlpha insider Form 4 shows RSU vesting and tax withholding

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) reported an insider equity transaction by its Chief Financial Officer and Treasurer. On 11/15/2025, 9,772 Restricted Stock Units (RSUs) converted into an equal number of shares of Class A common stock at an exercise price of $0, reflecting previously granted equity compensation. On the same date, multiple share-withholding transactions at $12.42 per share (3,846 shares, 5,258 shares, 4,366 shares and 8,333 shares) were executed to cover required tax withholding obligations upon RSU settlement. After these transactions, the reporting officer directly beneficially owns 882,560 shares of MediaAlpha Class A common stock.

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)
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		9,772	A	$0(1)	904,363	D
Class A Common Stock	11/15/2025		F		3,846(2)	D	$12.42	900,517	D
Class A Common Stock	11/15/2025		F		5,258(3)	D	$12.42	895,259	D
Class A Common Stock	11/15/2025		F		4,366(3)	D	$12.42	890,893	D
Class A Common Stock	11/15/2025		F		8,333(3)	D	$12.42	882,560	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			9,772	(5)	(5)	Class A Common Stock	9,772	$0	0	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	11/18/2025
	** 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 insider transaction did MediaAlpha (MAX) report in this Form 4?

The filing reports that an officer converted 9,772 RSUs into the same number of shares of Class A common stock on 11/15/2025 at an exercise price of $0.

Why were MediaAlpha (MAX) shares sold or withheld at $12.42 in this Form 4?

Several transactions labeled with code F reflect shares withheld automatically by MediaAlpha to cover required tax withholding obligations upon settlement of RSUs, at a price of $12.42 per share.

How many MediaAlpha (MAX) shares does the reporting officer own after these transactions?

Following the reported RSU conversion and tax withholdings, the officer directly beneficially owns 882,560 shares of MediaAlpha Class A common stock.

What are the key details of the RSU grant reported for MediaAlpha (MAX)?

The RSUs were granted on December 6, 2021 under MediaAlpha's Omnibus Incentive Plan, each representing a right to receive one share of Class A common stock or equivalent cash upon vesting.

What is the vesting schedule of the RSUs reported for MediaAlpha (MAX)?

One quarter of the RSUs vested on November 15, 2022, and the remainder vests quarterly through November 15, 2025, subject to the officer's continued employment with MediaAlpha.

What is the role of the reporting person in MediaAlpha (MAX)?

The reporting person is an officer of MediaAlpha, serving as its Chief Financial Officer and Treasurer.