MediaAlpha (MAX) CTO sells 12,000 shares after RSU vesting

Rhea-AI Filing Summary

MediaAlpha, Inc. Chief Technology Officer Yeh Kuanling Amy reported a combination of RSU vesting and share sales. On February 15, 2026, she exercised several batches of Restricted Stock Units, receiving matching amounts of Class A common stock at a price of $0.00 per share.

These derivative exercises converted 5,210, 5,303 and 4,804 RSUs into the same numbers of Class A shares, increasing her direct holdings to 396,979 Class A shares and 38,425 RSUs outstanding. On February 13, 2026, she also sold 12,000 Class A shares at a weighted-average price of $7.3074 per share.

According to the disclosure, the sale was made under a pre-arranged Rule 10b5‑1 trading plan primarily to cover taxes from RSU vesting, with individual trade prices ranging from $7.25 to $7.41 per share.

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).

X

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^*

Yeh Kuanling Amy

(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)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		S(1)		12,000	D	$7.3074(2)	381,662	D
Class A Common Stock	02/15/2026		M		5,210	A	$0(3)	386,872	D
Class A Common Stock	02/15/2026		M		5,303	A	$0(3)	392,175	D
Class A Common Stock	02/15/2026		M		4,804	A	$0(3)	396,979	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)	02/15/2026		M			5,210	(5)	(5)	Class A Common Stock	5,210	$0	0	D
Restricted Stock Units	(6)	02/15/2026		M			5,303	(7)	(7)	Class A Common Stock	5,303	$0	21,213	D
Restricted Stock Units	(8)	02/15/2026		M			4,804	(9)	(9)	Class A Common Stock	4,804	$0	38,425	D

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs.

2. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $7.25 to $7.41 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

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

4. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 25, 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.

6. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023.

7. One sixteenth of the RSUs vested on May 15, 2023 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.

8. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2024.

9. One sixteenth of the RSUs vested on May 15, 2024 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	02/17/2026
	** 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).
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FAQ

What did MediaAlpha (MAX) CTO report in this Form 4 filing?

MediaAlpha (MAX) Chief Technology Officer Yeh Kuanling Amy reported RSU vesting and related share activity. She converted multiple Restricted Stock Units into Class A common stock and executed a pre-planned sale of 12,000 shares, primarily to cover taxes from the RSU vesting.

How many MediaAlpha (MAX) shares did the CTO sell and at what price?

The CTO sold 12,000 shares of MediaAlpha Class A common stock at a weighted-average price of $7.3074 per share. Individual trades occurred between $7.25 and $7.41, with the weighted average disclosed and detailed trade information available upon request from relevant parties.

Were the MediaAlpha (MAX) share sales by the CTO discretionary or pre-planned?

The share sales were made under a pre-arranged Rule 10b5-1 trading plan. The filing states this plan was primarily designed to cover taxes arising from the vesting of Restricted Stock Units, indicating the transactions followed a preset schedule rather than ad hoc trading decisions.

How many MediaAlpha (MAX) RSUs and shares does the CTO hold after these transactions?

Following the reported transactions, the CTO directly holds 396,979 shares of MediaAlpha Class A common stock and 38,425 Restricted Stock Units. These figures reflect the RSU conversions on February 15, 2026, and the prior open-market sale of 12,000 shares on February 13, 2026.

What is the relationship between the RSU vesting and the MediaAlpha (MAX) share sale?

One share of Class A common stock was issued for each vested RSU. The filing explains that the 12,000-share sale under the Rule 10b5-1 plan was conducted primarily to cover taxes triggered by these RSU vesting events, aligning the sale with compensation-related tax obligations.

What RSU grant and vesting schedules are disclosed for MediaAlpha (MAX) CTO?

The RSUs were granted under MediaAlpha’s Omnibus Equity Incentive Plan in March 2022, March 2023, and March 2024. For each grant, one sixteenth vested in May of the grant year, with the remaining units vesting quarterly over four years, contingent on continued employment.