Form 4: MediaAlpha CFO Thompson's RSU Vesting and Tax Withholding

MediaAlpha's Chief Financial Officer, Patrick Ryan Thompson, reported the vesting of 9,772 restricted stock units and subsequent tax-related share disposals on November 15, 2025.

Summary

• Patrick Ryan Thompson, MediaAlpha's Chief Financial Officer and Treasurer, reported transactions related to his beneficial ownership of Class A Common Stock.
• On November 15, 2025, 9,772 Restricted Stock Units (RSUs) vested, resulting in the acquisition of 9,772 shares of Class A Common Stock.
• Concurrently, a total of 21,803 shares of Class A Common Stock were disposed of at a price of $12.42 per share to cover required tax withholding obligations related to the settlement of RSUs, including those previously reported.
• Following these transactions, Thompson's direct beneficial ownership of Class A Common Stock decreased from 904,363 shares to 882,560 shares.
• The RSUs were originally granted on December 6, 2021, under the Issuer's Omnibus Incentive Plan, with a vesting schedule extending quarterly through November 15, 2025.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving the vesting of restricted stock units and subsequent tax withholding, which is a standard part of executive compensation and does not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• The vesting of 9,772 Restricted Stock Units indicates the fulfillment of vesting conditions and continued employment of a key executive.
• The RSU program aligns management incentives with shareholder interests, promoting long-term value creation.

Negatives

• A net decrease of 21,803 shares in beneficial ownership due to tax withholdings, which is a common and expected outcome of RSU vesting.

Future Outlook

The remaining RSUs from the December 6, 2021 grant were scheduled to vest quarterly through November 15, 2025, subject to continued employment. This filing reports a vesting event on this final date for the specific grant.

Management Comments

• Patrick Ryan Thompson holds the titles of Chief Financial Officer and Treasurer for MediaAlpha, Inc.

Industry Context

This filing represents a routine insider transaction, common across publicly traded companies, detailing executive equity compensation and the associated tax management. It reflects standard practices in corporate governance and executive incentive alignment within the industry.

Corporate Governance

Related Party Transactions

• The transaction involves the vesting of equity compensation for Patrick Ryan Thompson, an officer of MediaAlpha, Inc., which is a standard related party transaction disclosed as required by SEC regulations.

Stakeholder Impact

• Shareholders: The RSU vesting and subsequent tax-related sales are routine and do not typically signal a change in company performance or management's confidence. The equity compensation plan aims to align executive interests with shareholder value.
• Employees: This filing reflects the company's established equity compensation practices for its executives.

Key Dates

Keywords

MediaAlpha, MAX, Patrick Ryan Thompson, CFO, Chief Financial Officer, Restricted Stock Units, RSU, Vesting, Stock Compensation, Insider Transaction, Form 4, SEC Filing, Tax Withholding, Equity Compensation