Form 4: MediaAlpha CFO's Equity Changes

MediaAlpha's CFO, Patrick Ryan Thompson, reported the vesting of 9,772 Restricted Stock Units and subsequent tax-related share disposals.

Summary

• Patrick Ryan Thompson, MediaAlpha's Chief Financial Officer and Treasurer, reported changes in his beneficial ownership of Class A Common Stock.
• On August 15, 2025, 9,772 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 9,772 shares of Class A Common Stock at a price of $0 per share.
• Concurrently, a total of 21,802 shares (3,846 + 5,257 + 4,366 + 8,333) of Class A Common Stock were automatically withheld by the Issuer at a price of $10.14 per share to cover required tax withholding obligations related to the RSU settlement.
• Following these transactions, Patrick Ryan Thompson's direct beneficial ownership of Class A Common Stock is 894,591 shares.
• The RSUs were granted on December 6, 2021, under the Issuer's Omnibus Incentive Plan, with vesting scheduled quarterly through November 15, 2025, contingent on continued employment.

Sentiment

Score: 7

Explanation: The filing indicates routine executive compensation activity, specifically the vesting of RSUs and subsequent tax-related share disposals. This is a neutral to slightly positive event as it signifies continued executive alignment with shareholder interests through equity, despite the necessary tax-related share sales.

Positives

• Vesting of 9,772 Restricted Stock Units indicates continued equity compensation for a key executive.
• The vesting reinforces the alignment of the CFO's interests with shareholder value through equity ownership.

Negatives

• A significant number of shares (21,802) were disposed of to cover tax withholding obligations, reducing the direct share count.

Future Outlook

The remaining Restricted Stock Units will vest quarterly through November 15, 2025, contingent on the CFO's continued employment with MediaAlpha, Inc.

Industry Context

This filing is a routine disclosure of executive equity compensation and tax-related transactions, common across publicly traded companies. It reflects standard practices for incentivizing and retaining key management through equity awards.

Stakeholder Impact

• Shareholders: The vesting of executive equity aligns management incentives with shareholder interests, potentially fostering long-term value creation.
• Employees: The RSU program demonstrates the company's commitment to executive compensation and retention, which can positively influence employee morale and retention strategies.

Next Steps

• The remaining tranches of the CFO's Restricted Stock Units are scheduled to vest quarterly through November 15, 2025.

Key Dates

Recommendation

This Form 4 filing details routine executive equity compensation, specifically the vesting of Restricted Stock Units and subsequent tax-related share disposals. Such transactions are expected and do not typically indicate a change in the company's fundamental outlook or performance. While the vesting aligns executive interests with shareholders, the tax-driven sales are a standard part of equity compensation. Therefore, this filing alone does not provide sufficient new information to warrant a change in investment thesis, suggesting a 'hold' recommendation.

Keywords

MediaAlpha, MAX, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Executive Compensation, Patrick Ryan Thompson, CFO, Equity Ownership, Share Disposal, Tax Withholding