Form 4: MediaAlpha CEO Sells Shares Under 10b5-1 Plan

MediaAlpha's CEO, President, and Co-Founder Steven Yi sold 24,000 shares of Class A Common Stock over three days in late December 2025, pursuant to a pre-arranged 10b5-1 trading plan to cover tax obligations.

Summary

• Steven Yi, MediaAlpha's Chief Executive Officer, President, and Co-Founder, reported the sale of 24,000 shares of Class A Common Stock.
• The sales occurred over three separate transactions on December 29, 2025, December 30, 2025, and December 31, 2025.
• Each transaction involved the sale of 8,000 shares.
• The weighted-average sale prices were $12.6466 on December 29, 2025, $12.7935 on December 30, 2025, and $12.938 on December 31, 2025.
• These sales were executed pursuant to a Rule 10b5-1 trading plan previously adopted by Mr. Yi to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• Following these transactions, Mr. Yi beneficially owns 2,831,330 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, the explicit mention of a Rule 10b5-1 plan for tax coverage from RSU vesting indicates a routine, pre-planned transaction rather than a signal of lack of confidence in the company's future. This context mitigates any potential negative interpretation.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating they were pre-scheduled and not based on new, immediate negative information.
• The purpose of the sales was explicitly stated as covering tax obligations from RSU vesting, a common and routine practice for executives.

Negatives

• Insider selling, even if pre-planned, results in a reduction of direct beneficial ownership by a key executive.
• A total of 24,000 shares were sold, representing a reduction in the CEO's direct stake.

Risks

• No specific new risks are introduced by this routine insider transaction. The general market perception of insider selling, even for tax purposes, could be a minor factor.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The sales reported were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person to cover taxes resulting from the vesting of RSUs.

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans, are a common occurrence in publicly traded companies. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, helping them manage personal finances and tax liabilities from equity compensation without being accused of trading on material non-public information. This transaction aligns with typical executive compensation and tax planning practices within the industry.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider sales is a standard corporate governance practice, widely adopted by executives across various industries to manage equity compensation and tax obligations.
• The volume of shares sold (24,000 shares) relative to the total beneficial ownership (2,831,330 shares remaining) is not unusually large for a CEO managing tax liabilities from RSU vesting, aligning with typical patterns seen in comparable companies.

Stakeholder Impact

• Shareholders: May observe a slight reduction in direct insider ownership, but the pre-planned nature for tax purposes typically minimizes concerns about management's confidence.
• Employees: No direct impact mentioned.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing.

Key Dates

Recommendation

The insider sales are routine, pre-scheduled transactions under a 10b5-1 plan to cover tax obligations from RSU vesting. This type of transaction does not typically signal a change in the company's fundamental outlook or management's confidence, thus a 'hold' recommendation is appropriate as it doesn't provide new information to warrant a change in investment thesis.

Keywords

MediaAlpha, MAX, Steven Yi, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Director, Equity Sales, RSU Taxes