Form 4: MediaAlpha CRO Boosts Stake via RSU Vesting

MediaAlpha's Chief Revenue Officer, Keith Cramer, acquired 14,984 shares of Class A Common Stock through the vesting of Restricted Stock Units on November 15, 2025.

Summary

• Keith Cramer, Chief Revenue Officer of MediaAlpha, Inc. (MAX), acquired a total of 14,984 shares of Class A Common Stock on November 15, 2025.
• These shares were acquired through the vesting of Restricted Stock Units (RSUs) at an exercise price of $0 per share.
• The transactions were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged schedule for the purchase or sale of equity securities.
• Following these transactions, Keith Cramer directly beneficially owns 197,169 shares of Class A Common Stock.
• The vested RSUs originated from grants made under the Issuer's Omnibus Equity Incentive Plan on March 25, 2022, March 15, 2023, and March 15, 2024.
• Remaining derivative securities (RSUs) beneficially owned after these transactions include 5,210 RSUs from the 2022 grant, 26,516 RSUs from the 2023 grant, and 40,247 RSUs from the 2024 grant.

Sentiment

Score: 7

Explanation: The filing reports a routine, pre-scheduled vesting of equity compensation for a key executive, increasing their direct ownership. This is generally viewed positively as it aligns management's interests with shareholders, but it does not indicate new operational performance or strategic shifts.

Positives

• Increased direct ownership by a key executive (Chief Revenue Officer) aligns management's interests more closely with shareholders.
• The transactions represent routine equity compensation, indicating stability in executive incentive structures.

Future Outlook

The remaining Restricted Stock Units will continue to vest quarterly over the following four years from their respective grant dates, subject to Keith Cramer's continued employment with MediaAlpha, Inc. This indicates a long-term incentive structure for the Chief Revenue Officer.

Industry Context

The vesting of Restricted Stock Units is a common form of equity compensation for executives across various industries. It serves to align the interests of management with those of shareholders by providing a direct stake in the company's performance and encouraging long-term retention.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of executive compensation is a standard practice, comparable to compensation structures seen in many publicly traded technology and media companies.
• The vesting schedule, typically over several years and contingent on continued employment, is consistent with industry benchmarks designed to promote executive retention and long-term value creation.

Corporate Governance

Related Party Transactions

• The acquisition of Class A Common Stock through RSU vesting represents a related-party transaction between MediaAlpha, Inc. and its Chief Revenue Officer, Keith Cramer, as part of his compensation package.

Stakeholder Impact

• Shareholders: The increase in direct ownership by a key executive can be seen as a positive signal, fostering greater alignment between management and shareholder interests.
• Employees: The routine nature of this equity compensation demonstrates the company's established incentive programs for its leadership.

Next Steps

• Continued quarterly vesting of remaining Restricted Stock Units for Keith Cramer, subject to his continued employment with MediaAlpha, Inc.

Key Dates

Recommendation

This Form 4 reports a routine, pre-scheduled vesting of Restricted Stock Units for a key executive. While it increases insider ownership, which is generally positive for alignment, it does not provide new material information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. It's an expected event under existing compensation plans, thus a 'hold' recommendation is appropriate as it doesn't alter the fundamental investment thesis.

Keywords

MediaAlpha, MAX, Keith Cramer, RSU, Restricted Stock Units, insider trading, beneficial ownership, SEC Form 4, equity compensation, Chief Revenue Officer