MediaAlpha (NYSE: MAX) grants RSUs and PRSUs to reporting insider

Rhea-AI Filing Summary

Thompson Patrick Ryan reported acquisition or exercise transactions in this Form 4 filing.

MediaAlpha, Inc. reported that reporting person Patrick Ryan Thompson received equity awards consisting of restricted stock units and performance-based restricted stock units tied to Class A Common Stock. On March 15, 2026, he was granted 254,200 RSUs and 84,750 performance-based RSUs.

The RSUs vest over roughly four years, with one sixteenth vesting on May 15, 2026 and the rest vesting quarterly, subject to continued employment. The performance-based RSUs are earned based on Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with potential vesting at 50%, 100%, or 200% of target shares depending on performance, and any earned units settling on March 15, 2029. Following these grants, Thompson directly held 1,124,630 shares of Class A Common Stock.

Insights

Executive compensation analyst

Routine equity compensation grants increase insider alignment but are not a trading signal.

The transactions show Patrick Ryan Thompson receiving time-based RSUs and performance-based RSUs at no purchase price under MediaAlpha’s Omnibus Incentive Plan. These are compensation awards, not open-market purchases or sales, so they carry weaker signaling value for near-term stock direction.

The performance-based RSUs are tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with payout ranging from 50% to 200% of target. Any earned units then require continued service through March 15, 2029. This structure links pay to multi-year profitability while encouraging retention.

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^*

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)
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		254,200(1)	A	$0	1,124,630	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)	(2)	03/15/2026		A		84,750		(3)(4)	(3)(4)	Class A Common Stock	84,750	$0	84,750	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. 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.

3. 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."

4. 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.
* 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 equity awards did Patrick Ryan Thompson receive at MediaAlpha (MAX)?

Patrick Ryan Thompson received 254,200 restricted stock units and 84,750 performance-based restricted stock units, each tied to MediaAlpha Class A Common Stock. Both awards were granted at no purchase price as part of the company’s Omnibus Equity Incentive Plan.

How do the new RSUs for MediaAlpha’s Patrick Ryan Thompson vest?

The 254,200 restricted stock units vest over about four years. One sixteenth vests on May 15, 2026, and the remaining units vest quarterly thereafter, contingent on Thompson’s continued employment with MediaAlpha through each vesting date.

What performance goals affect Patrick Ryan Thompson’s PRSUs at MediaAlpha (MAX)?

The 84,750 performance-based RSUs are earned based on Adjusted EBITDA goals for fiscal 2026, 2027, and 2028. Each year is measured separately, with performance against threshold, target, and maximum goals determining whether 50%, 100%, or 200% of target shares vest.

When will Patrick Ryan Thompson’s MediaAlpha performance RSUs settle if earned?

Any performance-based RSUs earned after Compensation Committee approval of Adjusted EBITDA results for 2026, 2027, and 2028 will remain subject to service-based vesting. Eligible units are scheduled to settle in shares of Class A Common Stock on March 15, 2029.

How many MediaAlpha Class A shares does Patrick Ryan Thompson hold after these grants?

After the March 15, 2026 grants, Patrick Ryan Thompson directly held 1,124,630 shares of MediaAlpha Class A Common Stock. This figure reflects his reported direct ownership position following the addition of 254,200 time-based RSUs classified as non-derivative common stock.

Are these MediaAlpha (MAX) insider transactions open-market buys or sales?

These transactions are not open-market buys or sales. They are equity awards granted at a price of $0.00 per share, consisting of restricted stock units and performance-based restricted stock units, and represent compensation rather than discretionary trading in MediaAlpha shares.