MAX Insider Filing: Jeffrey Coyne RSUs Vest; Withholding Sales Executed

Rhea-AI Filing Summary

MediaAlpha, Inc. insider Jeffrey B. Coyne reported multiple routine equity transactions tied to restricted stock unit (RSU) vesting on August 15, 2025. The filing shows 510 and 6,544 RSUs converted into Class A common stock (issued at $0 as vested compensation), increasing his beneficial ownership to 466,803 shares at one point. Several share dispositions reflect automatic withholding to satisfy tax obligations, with withholding sales executed at $10.14 per share. All holdings are reported as direct ownership.

Positive

• RSU vesting enacted converting 510 and 6,544 units into common shares, reflecting earned compensation
• Disclosures include grant origins and vesting schedules, improving transparency about compensation mechanics

Negative

• Shares were sold to cover tax withholding at $10.14, reducing reported share count
• No purchases or increased insider accumulation noted that might signal added insider confidence

Insights

Financial Analyst

TL;DR: Routine RSU vesting with standard tax-withholding sales; no new purchases or strategic trades reported.

The Form 4 documents standard compensation-related activity. RSUs granted in 2021 and 2022 vested on scheduled dates and converted to Class A shares, while the issuer withheld shares and sold them at $10.14 to cover tax obligations. The net effect is a modest change in reported direct holdings rather than an active buy/sell decision by the insider. This type of filing typically has limited market impact.

Corporate Governance Expert

TL;DR: Transactions reflect routine executive compensation mechanics and appropriate tax withholding; filings are complete and timely.

The explanations disclose the RSU grant origins and vesting schedules and identify withholding as the reason for disposals. The reporting person signs the Form 4 and indicates direct ownership. From a governance perspective, these disclosures meet Section 16 reporting expectations and show no unusual timing or undisclosed derivative usage beyond standard RSUs.

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
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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)
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		510	A	$0(1)	460,464	D
Class A Common Stock	08/15/2025		F		205(2)	D	$10.14	460,259	D
Class A Common Stock	08/15/2025		M		6,544	A	$0(1)	466,803	D
Class A Common Stock	08/15/2025		F		2,613(2)	D	$10.14	464,190	D
Class A Common Stock	08/15/2025		F		2,921(3)	D	$10.14	461,269	D
Class A Common Stock	08/15/2025		F		2,543(3)	D	$10.14	458,726	D
Class A Common Stock	08/15/2025		F		5,224(3)	D	$10.14	453,502	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)	08/15/2025		M			510	(5)	(5)	Class A Common Stock	510	$0	0	D
Restricted Stock Units	(6)	08/15/2025		M			6,544	(7)	(7)	Class A Common Stock	6,544	$0	13,088	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 August 15, 2021.

5. One quarter of the RSUs vested on August 15, 2022 and the remainder will vest quarterly over the following three years, in each case subject to continued employment with the Issuer through each vesting date.

6. Represents grant of RSUs under the Issuer's Omnibus Equity Incentive Plan granted March 15, 2022.

7. 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	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.
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 did Jeffrey B. Coyne report on Form 4 for MediaAlpha (MAX)?

The Form 4 reports RSU vesting on 08/15/2025, issuance of 510 and 6,544 Class A shares upon vesting, and related withholding sales executed at $10.14 per share.

How many shares did the RSU vesting add to Coyne's beneficial ownership?

The filing shows newly issued shares of 510 and 6,544; reported beneficial ownership totals reach as high as 466,803 shares following certain transactions.

Why were shares disposed of in the Form 4?

The Form 4 explains disposals are due to automatic withholding to cover required tax withholding obligations when RSUs settled.

At what price were withholding sales executed?

Withholding-related disposals were reported at a price of $10.14 per share.

Are the reported holdings direct or indirect?

All reported holdings and transactions in this filing are shown as direct (D) ownership.