STOCK TITAN

MediaAlpha (NYSE: MAX) CRO vests RSUs and sells 10,000 shares

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MediaAlpha, Inc. Chief Revenue Officer Keith Cramer reported equity compensation activity and a planned share sale. On February 15, he exercised and vested 14,985 Restricted Stock Units, receiving an equal number of Class A Common shares at $0.00 per share under prior RSU grants. On February 17, he sold 10,000 Class A shares in an open-market transaction at a weighted-average price of $7.1599 per share, with individual prices ranging from $7.09 to $7.29. The sale was executed under a Rule 10b5-1 trading plan primarily to cover taxes from the RSU vesting. After these transactions, he directly held 182,154 Class A shares and 35,775 RSUs.

Positive

  • None.

Negative

  • None.

Insights

Routine RSU vesting with tax-related 10b5-1 share sale.

The Chief Revenue Officer of MediaAlpha reported normal equity compensation activity. On February 15, 14,985 RSUs vested and converted into the same number of Class A shares at $0.00 per share, reflecting previously granted awards under the Omnibus Equity Incentive Plan.

On February 17, he sold 10,000 Class A shares at a weighted-average price of $7.1599, with trades between $7.09 and $7.29. Footnotes state the Rule 10b5-1 plan was adopted primarily to cover taxes from RSU vesting, suggesting this is administrative rather than thesis-changing activity.

Following these transactions, direct ownership stood at 182,154 Class A shares and 35,775 RSUs. Subsequent filings may provide additional detail on future vesting or sales under existing equity plans.

Insider Cramer Keith
Role Chief Revenue Officer
Sold 10,000 shs ($72K)
Type Security Shares Price Value
Sale Class A Common Stock 10,000 $7.1599 $72K
Exercise Restricted Stock Units 5,210 $0.00 --
Exercise Restricted Stock Units 5,303 $0.00 --
Exercise Restricted Stock Units 4,472 $0.00 --
Exercise Class A Common Stock 5,210 $0.00 --
Exercise Class A Common Stock 5,303 $0.00 --
Exercise Class A Common Stock 4,472 $0.00 --
Holdings After Transaction: Class A Common Stock — 182,154 shares (Direct); Restricted Stock Units — 0 shares (Direct)
Footnotes (1)
  1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $7.09 to $7.29 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. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 25, 2022. 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. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023. 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. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2024. 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.
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
Estimated average burden
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).
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*
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)
02/15/2026
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 02/15/2026 M 5,210 A $0(1) 182,379 D
Class A Common Stock 02/15/2026 M 5,303 A $0(1) 187,682 D
Class A Common Stock 02/15/2026 M 4,472 A $0(1) 192,154 D
Class A Common Stock 02/17/2026 S(2) 10,000 D $7.1599(3) 182,154 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) 02/15/2026 M 5,210 (5) (5) Class A Common Stock 5,210 $0 0 D
Restricted Stock Units (6) 02/15/2026 M 5,303 (7) (7) Class A Common Stock 5,303 $0 21,213 D
Restricted Stock Units (8) 02/15/2026 M 4,472 (9) (9) Class A Common Stock 4,472 $0 35,775 D
Explanation of Responses:
1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").
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 $7.09 to $7.29 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. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 25, 2022.
5. 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.
6. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2023.
7. 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.
8. Represents RSUs granted under the Issuer's Omnibus Equity Incentive Plan on March 15, 2024.
9. 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 02/17/2026
** 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.
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 insider transactions did MediaAlpha (MAX) report for Keith Cramer?

MediaAlpha reported that Chief Revenue Officer Keith Cramer had 14,985 RSUs vest into Class A Common Stock and sold 10,000 Class A shares. The RSUs converted at $0.00 per share, and the sale occurred in the open market under a pre-arranged Rule 10b5-1 plan.

How many MediaAlpha (MAX) shares did the CRO sell and at what price?

The Chief Revenue Officer sold 10,000 shares of MediaAlpha Class A Common Stock. The weighted-average sale price was $7.1599 per share, with individual trades executed between $7.09 and $7.29, according to the Form 4 footnote describing the transaction’s pricing range.

Were MediaAlpha (MAX) insider sales done under a Rule 10b5-1 plan?

Yes. The Form 4 states the sales were executed under a Rule 10b5-1 trading plan previously adopted by the reporting person. The footnote explains the plan was primarily intended to cover taxes arising from the vesting of Restricted Stock Units granted under the company’s equity plan.

How many Restricted Stock Units vested for MediaAlpha (MAX) CRO Keith Cramer?

A total of 14,985 Restricted Stock Units vested for Keith Cramer. Each RSU converted into one share of Class A Common Stock at $0.00 per share. These RSUs arise from grants made in 2022, 2023, and 2024 under the Omnibus Equity Incentive Plan with ongoing quarterly vesting schedules.

What are Keith Cramer’s MediaAlpha (MAX) holdings after the reported trades?

After the reported RSU vesting and share sale, Keith Cramer directly holds 182,154 shares of MediaAlpha Class A Common Stock. He also holds 35,775 Restricted Stock Units. These figures reflect his position following the February 15 vesting events and the February 17 open-market sale transaction.

What vesting schedules apply to the reported MediaAlpha (MAX) RSU grants?

The RSU grants referenced were made in March 2022, March 2023, and March 2024. For each grant, one sixteenth vested on May 15 of the grant year, with the remaining units vesting quarterly over four years, subject to the executive’s continued employment through each vesting date.