Cramer Keith 4
4 · MediaAlpha, Inc. · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
MediaAlpha (MAX) CRO Keith Cramer Sells 10,000 Shares; Receives Awards
What Happened
- Keith Cramer, Chief Revenue Officer of MediaAlpha (MAX), sold 10,000 shares in an open-market transaction on March 16, 2026 for a weighted-average price of $9.89 per share, producing proceeds of $98,946.
- On March 15, 2026 he was granted equity awards: 134,600 restricted stock units (RSUs) and 44,900 performance-based restricted stock units (PRSUs). Both awards were reported as acquisitions at $0.00 (i.e., grants).
Key Details
- Transaction dates and prices:
- March 15, 2026: RSU grant — 134,600 RSUs (grant price $0.00).
- March 15, 2026: PRSU grant — 44,900 PRSUs (grant price $0.00).
- March 16, 2026: Open-market sale — 10,000 shares at a weighted-average $9.89 (range $9.81–$9.99); total proceeds $98,946.
- Shares owned after transaction: not specified in the summary data provided; see the Form 4 for total post-transaction holdings.
- Notable footnotes:
- RSUs: Vesting schedule — one-sixteenth vests May 15, 2026, then quarterly over the following four years, subject to continued employment.
- PRSUs: Performance-based, tied to Adjusted EBITDA targets for fiscal 2026–2028; one-third of the PRSUs are measured each year against threshold/target/max goals (50%/100%/200% of target), and any earned PRSUs remain subject to continued service-based vesting; eligible units would settle on March 15, 2029 upon Compensation Committee approval.
- The March 16 sale was executed under a pre-established Rule 10b5-1 trading plan, primarily to cover taxes resulting from RSU vesting.
- Filing timeliness: Form 4 filed March 17, 2026 for transactions on March 15–16, 2026 — appears to be filed within the required two business days (not reported as late).
Context
- The RSU and PRSU entries are awards (contingent rights to receive shares on vesting/meeting performance goals) rather than immediate purchases — they do not represent cash outlay by the insider now.
- The small open-market sale (10,000 shares, ~$99k) was covered by a 10b5-1 plan and is typically considered routine (e.g., to cover taxes on vesting), not necessarily an expression of long-term confidence or concern.
- PRSUs depend on future performance targets and additional service-based vesting; their eventual conversion to shares is uncertain until performance is measured and approved.
Insider Transaction Report
Form 4
Cramer Keith
Chief Revenue Officer
Transactions
- Award
Class A Common Stock
[F1]2026-03-15+134,600→ 316,754 total - Sale
Class A Common Stock
[F2][F3]2026-03-16$9.89/sh−10,000$98,946→ 306,754 total - Award
Performance Restricted Stock Units (2026 PRSUs)
[F4][F5][F6]2026-03-15+44,900→ 44,900 total→ Class A Common Stock (44,900 underlying)
Footnotes (6)
- [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]The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs.
- [F3]Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $9.81 to $9.99 per share. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- [F4]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.
- [F5]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."
- [F6]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.
Signature
/s/ Jeffrey B. Coyne|2026-03-18