MediaAlpha amends bylaws to update stockholder meeting procedures, eliminate litigation cost provision

MediaAlpha, Inc.

Board approved Amended and Restated By-Laws effective Dec 10, 2025; revisions include stockholder meeting procedures, voting standards, proxy limits.
Eliminated prior cap on number of proxies authorized by stockholders; changed adjournment voting standard to majority of votes cast.
Deleted Article XII regarding payment of litigation costs in certain actions; clarified director indemnification extends to fullest extent under Delaware law.
Removed references to Stockholder Agreement provisions no longer applicable; incorporated ministerial and technical changes.

item 5.03item 9.01

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