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MediaAlpha, Inc. Director's Dealing 2026

Mar 18, 2026

32453_dirs_2026-03-17_22b1d35f-7b0f-42f3-b674-c49cc4c70416.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MediaAlpha, Inc. (MAX)
CIK: 0001818383
Period of Report: 2026-03-15

Reporting Person: Thompson Patrick Ryan (See Remarks)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2026-03-15 Class A Common Stock A 254200 Acquired 1124630 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2026-03-15 Performance Restricted Stock Units (2026 PRSUs) $ A 84750 Acquired Class A Common Stock (84750) Direct

Footnotes

F1: Consists of restricted stock units ("RSUs") granted to the Reporting Person under the Issuer's Omnibus Incentive Plan. Each RSU represents a contingent right to receive one share of Class A Common Stock upon vesting. One sixteenth of the RSUs will vest on May 15, 2026 and the remainder will vest quarterly over the following four years, in each case subject to continued employment.
with the Issuer through each vesting date.

F2: Represents Performance Based Restricted Stock Units (PRSUs) granted to the Reporting Person on March 15, 2026, pursuant to the Issuer's Omnibus Equity Incentive Plan. Each PRSU represents a
contingent right to receive shares of Issuer's Class A Common Stock.

F3: The PRSUs will be earned subject to achievement of Adjusted EBITDA goals for fiscal 2026, fiscal 2027, and fiscal 2028, with each fiscal year measured separately for purposes of determining PRSU vesting. One-third of the PRSU grants are tied to Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals for each fiscal year, corresponding to vesting of 50%, 100% and 200% of the target shares, respectively. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through
the end of the three-year period."

F4: If PRSUs become eligible to vest after approval from the Compensation Committee of the Board of Directors of the Issuer on the achievement of the performance measures, the eligible units will settle on March 15, 2029.