MediaAlpha (NYSE: MAX) counsel sells shares to cover RSU taxes

Rhea-AI Filing Summary

MediaAlpha, Inc. general counsel and secretary Jeffrey B. Coyne reported several equity transactions in connection with restricted stock unit vesting and tax obligations. On February 15, 2026, 6,544 RSUs were exercised, resulting in the issuance of 6,544 shares of Class A common stock at a price of $0.00 per share.

On the same date, the company automatically withheld multiple blocks of Class A shares at $7.17 per share to cover required tax withholding due at RSU settlement. Earlier, on February 13, 2026, Coyne sold 5,000 Class A shares in open-market transactions at a weighted-average price of $7.3045 per share under a pre-established Rule 10b5-1 trading plan primarily to cover RSU-related taxes. Following these transactions, he directly held 434,045 Class A shares.

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).

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^*

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)
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)		5,000	D	$7.3045(2)	436,783	D
Class A Common Stock	02/15/2026		M		6,544	A	$0(3)	443,327	D
Class A Common Stock	02/15/2026		F		1,994(4)	D	$7.17	441,333	D
Class A Common Stock	02/15/2026		F		2,261(5)	D	$7.17	439,072	D
Class A Common Stock	02/15/2026		F		1,794(5)	D	$7.17	437,278	D
Class A Common Stock	02/15/2026		F		3,233(5)	D	$7.17	434,045	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	(6)	02/15/2026		M			6,544	(7)	(7)	Class A Common Stock	6,544	$0	0	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 $7.24 to $7.40 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 shares withheld automatically by the Issuer to cover required tax withholding obligations due at settlement of RSUs.

5. 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.

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	02/17/2026
	** 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 MediaAlpha (MAX) report for Jeffrey B. Coyne?

Jeffrey B. Coyne reported RSU vesting into 6,544 Class A shares and related tax-withholding share disposals. He also sold 5,000 Class A shares in open-market trades under a Rule 10b5-1 plan primarily to cover RSU-driven tax obligations.

How many MediaAlpha (MAX) shares does Jeffrey B. Coyne hold after these Form 4 transactions?

After the reported transactions, Jeffrey B. Coyne directly holds 434,045 shares of MediaAlpha Class A common stock. This balance reflects RSU conversion into shares, tax-withholding share disposals, and a 5,000-share open-market sale executed under a Rule 10b5-1 trading plan.

What was the purpose of Jeffrey B. Coyne’s MediaAlpha (MAX) share sale?

The 5,000-share sale was executed under a previously adopted Rule 10b5-1 trading plan primarily to cover taxes from RSU vesting. This indicates the sale was largely tax-driven rather than a discretionary move unrelated to equity compensation events.

At what prices were Jeffrey B. Coyne’s MediaAlpha (MAX) trades executed?

The RSU conversion created shares at $0.00 per share. Tax-withholding share disposals occurred at $7.17 per share. The 5,000-share open-market sale used a weighted-average price of $7.3045, with individual trades ranging from $7.24 to $7.40 per share.

What do the tax-withholding transactions mean for MediaAlpha (MAX) shareholders?

Tax-withholding transactions reflect shares automatically withheld by the company to satisfy Coyne’s tax obligations at RSU settlement. These are not open-market sales but compensation-related disposals, showing how equity awards translate into net shares retained by the executive.

What role does Jeffrey B. Coyne hold at MediaAlpha (MAX)?

Jeffrey B. Coyne serves as MediaAlpha’s general counsel and secretary. His Form 4 filing details equity compensation events tied to his role, including RSU vesting, related tax-withholding share disposals, and a planned open-market sale under a Rule 10b5-1 trading arrangement.