Cramer Keith 4

What Happened

Keith Cramer, Chief Revenue Officer of MediaAlpha (MAX), had approximately 14,985 restricted stock units (RSUs) vest and convert into shares on Feb 15, 2026 (reported as exercise/conversion of derivatives at $0.00). He then sold 10,000 of those shares in an open-market transaction on Feb 17, 2026 for a weighted-average price of $7.16, generating proceeds of about $71,599. The remaining vested shares (14,985 vested − 10,000 sold = 4,985) appear to have been retained; total post-transaction holdings in the company were not specified in the provided filing data.

Key Details

• Transaction dates: RSU vesting/conversion recorded 2026-02-15; open-market sale executed 2026-02-17; Form 4 filed 2026-02-17.
• Sale details: 10,000 shares sold at a weighted-average price of $7.16 per share (price range reported $7.09–$7.29); total proceeds ≈ $71,599.
• Vesting details: Three conversion entries (5,210; 5,303; 4,472 shares) reflect RSUs that converted to one share each upon vesting (zero purchase price).
• Net effect: 14,985 shares vested and converted; 10,000 sold — net addition of 4,985 shares retained from the vesting event.
• Footnotes: Sale was made pursuant to a Rule 10b5-1 trading plan primarily to cover taxes from RSU vesting. RSUs were granted under the issuer’s Omnibus Equity Incentive Plan (grants from 2022–2024) with staged vesting schedules per the footnotes.
• Timeliness: Form 4 filed on Feb 17, 2026; filing appears timely relative to the reported transactions.

Context

• The zero-dollar conversion entries are RSU vesting (not a cash exercise of options); the subsequent open-market sale under a pre-established 10b5-1 plan is commonly used to satisfy tax withholding obligations from vested awards and is generally considered routine rather than a directional bet on the stock.
• No indication in the filing that this was a discretionary, ad-hoc sale by the insider; the 10b5-1 plan footnote indicates pre-planned selling.