MediaAlpha (MAX) director Steven Yi logs small stock sale, large RSU and PRSU awards

Rhea-AI Filing Summary

MediaAlpha, Inc. director and officer Steven Yi reported a mix of stock sales and equity awards. He sold 9,227 shares of Class A common stock in open-market transactions on March 16, 2026 and March 17, 2026 at weighted-average prices around $9.94 per share, leaving him with 3,059,247 shares held directly. The company notes these sales were made under a pre-arranged Rule 10b5-1 trading plan primarily to cover taxes from restricted stock unit vesting.

On March 15, 2026, Yi received 448,500 restricted stock units under MediaAlpha’s Omnibus Incentive Plan, each representing one future share upon vesting. One sixteenth of these RSUs will vest on May 15, 2026, with the rest vesting quarterly over the following four years, subject to continued employment.

He was also granted 149,550 performance-based restricted stock units tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028. One-third of the PRSU target for each year is linked to threshold, target, and maximum performance levels, corresponding to 50%, 100%, and 200% of target shares. Any earned PRSUs remain subject to service-based vesting through the three-year period and, if approved by the Compensation Committee upon achievement of the performance measures, will settle on March 15, 2029.

Insights

Equity compensation and insider-trading analyst

Routine tax-driven sales offset by sizable equity grants.

The filing shows Steven Yi executing modest open-market sales of 9,227 MediaAlpha Class A shares at prices near $9.94 per share. A footnote explains these trades followed a pre-established Rule 10b5-1 plan and were primarily to cover taxes on vesting RSUs, indicating a mechanistic, not discretionary, motive.

In contrast, Yi received large time-based RSU and performance-based PRSU awards on March 15, 2026, together representing significant potential future equity. The PRSUs are tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with payout levels ranging from 50% to 200% of target based on performance.

Following the reported transactions, Yi still directly holds over three million shares, so the net sale represents a small fraction of his position. Overall, the activity looks like standard executive compensation and tax management rather than a change in sentiment, and the long-dated PRSUs link a portion of his future equity to multi-year profitability metrics.

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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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^*

Yi Steven

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		A		448,500(1)	A	$0	3,068,474	D
Class A Common Stock	03/16/2026		S		4,000(2)	D	$9.9318(3)	3,064,474	D
Class A Common Stock	03/17/2026		S		5,227(2)	D	$9.9401(4)	3,059,247	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
Performance Restricted Stock Units (2026 PRSUs)	(5)	03/15/2026		A		149,550		(6)(7)	(6)(7)	Class A Common Stock	149,550	$0	149,550	D

Explanation of Responses:

1. Consists of restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. One sixteenth of the RSUs will vest on May 15, 2026 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.

2. 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.

3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $9.84 to $9.99 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.

4. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $9.63 to $10.04 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.

5. Represents Performance Based Restricted Stock Units (PRSUs) granted to the Reporting Person on March 15, 2026, pursuant to the Issuer's Omnibus Equity Incentive Plan. Each PRSU represents a contingent right to receive shares of Issuer's Class A Common Stock.

6. The PRSUs will be earned subject to achievement of Adjusted EBITDA goals for fiscal 2026, fiscal 2027, and fiscal 2028, with each fiscal year measured separately for purposes of determining PRSU vesting. One-third of the PRSU grants are tied to Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year, corresponding to vesting of 50%, 100% and 200% of the target shares, respectively. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through the end of the three-year period."

7. If PRSUs become eligible to vest after approval from the Compensation Committee of the Board of Directors of the Issuer on the achievement of the performance measures, the eligible units will settle on March 15, 2029.

Remarks:

	/s/ Jeffrey B. Coyne	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Steven Yi report for MediaAlpha (MAX)?

Steven Yi reported selling 9,227 shares of MediaAlpha Class A common stock and receiving new restricted stock and performance-based units. The sales occurred on March 16–17, 2026, while the grants were made on March 15, 2026, under the company’s Omnibus Incentive Plan.

How many MediaAlpha (MAX) shares does Steven Yi hold after these Form 4 trades?

After the reported transactions, Steven Yi directly holds 3,059,247 shares of MediaAlpha Class A common stock. This reflects his position following the sale of 9,227 shares and the grant of additional restricted stock units reported in the same filing.

Were Steven Yi’s MediaAlpha (MAX) stock sales part of a Rule 10b5-1 plan?

Yes. The filing states the sales were executed under a pre-arranged Rule 10b5-1 trading plan. According to the footnote, the primary purpose of this plan was to cover taxes resulting from the vesting of restricted stock units rather than discretionary portfolio changes.

What restricted stock unit awards did Steven Yi receive from MediaAlpha (MAX)?

Steven Yi received 448,500 restricted stock units on March 15, 2026, each representing one share of Class A common stock upon vesting. One sixteenth vests on May 15, 2026, with the remainder vesting quarterly over four years, conditioned on his continued employment.

How are Steven Yi’s MediaAlpha (MAX) performance-based RSUs structured?

Yi was granted 149,550 performance-based RSUs tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028. Each year’s performance can earn 50%, 100%, or 200% of target shares, with earned units vesting over three years and settling on March 15, 2029, if performance is approved.

What performance metric governs Steven Yi’s MediaAlpha (MAX) PRSUs?

The performance-based RSUs are governed by Adjusted EBITDA goals for fiscal 2026, 2027, and 2028. Each fiscal year is assessed separately against pre-established threshold, target, and maximum goals that determine how many PRSUs are earned before additional service-based vesting conditions apply.