MAX Insider Filing: Keith Cramer Receives 14,985 Shares from RSU Vesting

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) Form 4: Keith Cramer, the company’s Chief Revenue Officer and an officer reporting person, reported stock issued upon vesting of restricted stock units (RSUs). On 08/15/2025 three RSU vesting events resulted in the issuance of 5,210, 5,303 and 4,472 shares respectively, each issued at $0 because one share was issued for each vested RSU. Following these transactions Mr. Cramer’s beneficial ownership increased through a sequence of filings to a reported 182,185 shares of Class A common stock. The Form 4 was signed and dated 08/18/2025.

Positive

• Executive alignment: Chief Revenue Officer acquired 14,985 shares via RSU vesting on 08/15/2025, increasing direct ownership to 182,185 Class A shares.
• Transparent disclosure: Filing clearly ties vesting to RSU grants from 2022, 2023 and 2024 and explains the vesting schedule under the Omnibus Equity Incentive Plan.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity vesting increased insider ownership; no indication of sales or unusual transactions.

This Form 4 documents standard vesting of previously granted RSUs for an executive officer, resulting in the issuance of shares rather than a cash settlement. The filings show incremental increases in reported beneficial ownership after each vesting tranche with a final reported direct holding of 182,185 Class A shares. There are no sales, option exercises for cash, or derivative dispositions reported that would indicate liquidity events or opportunistic trading.

Compensation / Equity Plan Analyst

TL;DR: Vesting schedule consistent with prior grants; issuance aligns with the Omnibus Equity Incentive Plan terms described.

The filing references RSUs granted under the Issuer’s Omnibus Equity Incentive Plan in 2022, 2023 and 2024 with scheduled vesting schedules (one sixteenth initial vest followed by quarterly vesting). The issuance of one share per vested RSU at $0 is consistent with settlement of RSUs into ordinary shares. This is a typical, nondilutive-to-cash compensation settlement that increases the executive’s equity stake over time.

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

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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^*

Cramer Keith

(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 Revenue Officer

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		5,210	A	$0(1)	172,410	D
Class A Common Stock	08/15/2025		M		5,303	A	$0(1)	177,713	D
Class A Common Stock	08/15/2025		M		4,472	A	$0(1)	182,185	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	(2)	08/15/2025		M			5,210	(3)	(3)	Class A Common Stock	5,210	$0	10,419	D
Restricted Stock Units	(4)	08/15/2025		M			5,303	(5)	(5)	Class A Common Stock	5,303	$0	31,819	D
Restricted Stock Units	(6)	08/15/2025		M			4,472	(7)	(7)	Class A Common Stock	4,472	$0	44,719	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 RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 25, 2022.

3. 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.

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

5. 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.

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

7. 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	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.
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FAQ

What transactions did Keith Cramer report on the Form 4 for MAX?

Answer: He reported the issuance of shares upon vesting of RSUs: 5,210, 5,303 and 4,472 Class A shares on 08/15/2025.

How many Class A shares does Keith Cramer beneficially own after these transactions?

Answer: The Form 4 reports a total of 182,185 Class A shares beneficially owned following the reported transactions.

Were any shares sold or any cash exercised reported in this Form 4?

Answer: No. The Form 4 reports issuance of shares upon RSU vesting at $0; no sales or cash option exercises are listed.

Which equity plans and grant dates are referenced in the filing?

Answer: RSUs granted under the Issuer’s Omnibus Equity Incentive Plan with grant dates in March 25, 2022, March 15, 2023, and March 15, 2024 are referenced.

When was the Form 4 signed and filed?

Answer: The filing includes a signature dated 08/18/2025.