Form 4: MediaAlpha CRO Cramer Reports RSU Grant, Tax-Related Sale

MediaAlpha's Chief Revenue Officer, Keith Cramer, reported the acquisition of restricted stock units and performance-based restricted stock units, alongside a tax-related sale of common stock.

Summary

• Keith Cramer, Chief Revenue Officer of MediaAlpha, Inc. (MAX), acquired 134,600 restricted stock units (RSUs) on March 15, 2026.
• These RSUs represent a contingent right to receive one share of Class A Common Stock upon vesting, with one-sixteenth vesting on May 15, 2026, and the remainder quarterly over the following four years, subject to continued employment.
• Cramer also acquired 44,900 Performance Restricted Stock Units (PRSUs) on March 15, 2026, which are tied to the achievement of Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028.
• The PRSUs can vest at 50%, 100%, or 200% of target shares based on pre-established threshold, target, or maximum Adjusted EBITDA goals, with earned units settling on March 15, 2029, subject to continued service.
• On March 16, 2026, Cramer sold 10,000 shares of Class A Common Stock at a weighted-average price of $9.8946 per share.
• This sale was executed under a Rule 10b5-1 trading plan, primarily to cover taxes resulting from the vesting of RSUs.
• Following these transactions, Cramer beneficially owns 306,754 shares of Class A Common Stock and 44,900 PRSUs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it reflects significant equity grants to a key executive, aligning their interests with long-term company performance, despite a routine tax-related share sale.

Positives

• Grant of 134,600 restricted stock units (RSUs) to the Chief Revenue Officer, aligning executive incentives with long-term company performance.
• Grant of 44,900 performance-based restricted stock units (PRSUs) tied to Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028, further incentivizing executive performance.

Negatives

• Sale of 10,000 shares of Class A Common Stock by the Chief Revenue Officer, although stated to be for tax coverage, represents a reduction in direct ownership.

Risks

• The vesting of Performance Restricted Stock Units (PRSUs) is subject to the achievement of Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028, meaning the actual number of shares received could be lower or higher than the target.
• All RSU and PRSU vesting is contingent on continued employment with the Issuer through each vesting date.

Future Outlook

The filing indicates future vesting schedules for RSUs extending over four years from May 15, 2026, and performance-based vesting for PRSUs tied to Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028, with settlement on March 15, 2029. These mechanisms are designed to align executive incentives with long-term company performance and shareholder value.

Industry Context

StockSavvy.ai notes that the use of both time-based restricted stock units (RSUs) and performance-based restricted stock units (PRSUs) is a common practice in executive compensation across the technology and media sectors. This dual approach aims to retain key talent through service-based vesting while simultaneously incentivizing the achievement of specific financial targets, such as Adjusted EBITDA, which is a widely used profitability metric.

Stakeholder Impact

• Shareholders: The grants align executive incentives with shareholder value creation through long-term performance and continued service. The tax-related sale is a minor, expected dilution event.
• Employees: The equity grants to a key executive may signal confidence in the company's future and serve as a model for performance-based compensation.

Next Steps

• Continued employment of Keith Cramer with MediaAlpha, Inc. for RSU and PRSU vesting.
• Achievement of Adjusted EBITDA goals for fiscal years 2026, 2027, and 2028 for PRSU earning.
• Quarterly vesting of RSUs over the next four years following May 15, 2026.
• Settlement of earned PRSUs on March 15, 2029.

Key Dates

Recommendation

This Form 4 details routine executive compensation grants and a tax-related stock sale, which are common occurrences and do not provide new fundamental information to warrant a change in investment stance. The grants align executive incentives with long-term performance, which is a positive, but the overall impact on the company's valuation or strategic direction is neutral from this filing alone.

Keywords

MediaAlpha, MAX, Form 4, Insider Trading, Restricted Stock Units, Performance Stock Units, Executive Compensation, Keith Cramer, Chief Revenue Officer, Equity Grant, Stock Sale, Rule 10b5-1