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  4. [Form 4] MediaAlpha, Inc. Insider Trading Activity

MediaAlpha (NYSE: MAX) director reports Rule 10b5-1 insider sales to cover RSU taxes

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MediaAlpha, Inc. director reported routine insider sales of Class A common stock in early December 2025. On December 8, 9, and 10, 2025, the reporting person sold 5,400 shares directly on each day at weighted-average prices of $13.0913, $13.3253, and $13.4985 per share, respectively, leaving 1,063,048 shares owned directly after the last transaction. On the same dates, entities affiliated with the insider, listed as O.N.E. Holdings, LLC, sold 6,700 shares each day at weighted-average prices of $13.0881, $13.3232, and $13.4943, with 1,623,120 shares owned indirectly after the final sale. The filing states these sales were made under a pre-established Rule 10b5-1 trading plan to cover taxes from the vesting of restricted stock units.

Positive

  • None.

Negative

  • None.
Insider Nonko Eugene
Role Director
Sold 36,300 shs ($483K)
Type Security Shares Price Value
Sale Class A Common Stock 5,400 $13.4985 $73K
Sale Class A Common Stock 6,700 $13.4943 $90K
Sale Class A Common Stock 5,400 $13.3253 $72K
Sale Class A Common Stock 6,700 $13.3232 $89K
Sale Class A Common Stock 5,400 $13.0913 $71K
Sale Class A Common Stock 6,700 $13.0881 $88K
Holdings After Transaction: Class A Common Stock — 1,063,048 shares (Direct); Class A Common Stock — 1,623,120 shares (Indirect, By O.N.E. Holdings,LLC)
Footnotes (1)
  1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person to cover taxes resulting from the vesting of RSUs. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.89 to $13.16 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $13.11 to $13.56 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $13.31 to $13.76 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.89 to $13.18 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.97 to $13.56 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nonko Eugene
(Last) (First) (Middle)
C/O MEDIAALPHA, INC.
700 SOUTH FLOWER STREET, SUITE 640
(Street)
LOS ANGELES CA 90017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/08/2025 S(1) 5,400 D $13.0913(2) 1,073,848 D
Class A Common Stock 12/09/2025 S(1) 5,400 D $13.3253(3) 1,068,448 D
Class A Common Stock 12/10/2025 S(1) 5,400 D $13.4985(4) 1,063,048 D
Class A Common Stock 12/08/2025 S(1) 6,700 D $13.0881(5) 1,636,520 I By O.N.E. Holdings,LLC
Class A Common Stock 12/09/2025 S(1) 6,700 D $13.3232(6) 1,629,820 I By O.N.E. Holdings,LLC
Class A Common Stock 12/10/2025 S(1) 6,700 D $13.4943(4) 1,623,120 I By O.N.E. Holdings,LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person to cover taxes resulting from the vesting of RSUs.
2. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.89 to $13.16 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.
3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $13.11 to $13.56 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.
4. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $13.31 to $13.76 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.
5. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.89 to $13.18 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.
6. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.97 to $13.56 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.
Remarks:
/s/ Jeffrey B. Coyne 12/10/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What does this Form 4 filing report for MediaAlpha (MAX)?

The Form 4 reports that a MediaAlpha, Inc. director, who is also a significant shareholder, sold shares of Class A common stock on December 8, 9, and 10, 2025, both directly and through O.N.E. Holdings, LLC, at weighted-average prices between about $12.89 and $13.76 per share.

How many MediaAlpha (MAX) shares did the insider sell in these transactions?

The reporting person sold 5,400 Class A shares directly on each of December 8, 9, and 10, 2025, and 6,700 Class A shares through O.N.E. Holdings, LLC on each of the same dates, as shown in Table I.

What prices were the MediaAlpha (MAX) shares sold at in the Form 4?

The filing lists weighted-average sale prices of $13.0913, $13.3253, and $13.4985 per share for the direct sales, and $13.0881, $13.3232, and $13.4943 per share for the sales by O.N.E. Holdings, LLC, with each figure reflecting multiple trades within stated price ranges.

How many MediaAlpha (MAX) shares does the insider still own after these sales?

After the reported transactions, the director beneficially owns 1,063,048 Class A shares directly and 1,623,120 Class A shares indirectly through O.N.E. Holdings, LLC, according to the amounts shown in the Form 4.

Were the MediaAlpha (MAX) insider sales part of a Rule 10b5-1 trading plan?

Yes. The explanation section states the sales were effected pursuant to a previously adopted Rule 10b5-1 trading plan that was established by the reporting person to cover taxes arising from the vesting of RSUs (restricted stock units).

Does this Form 4 for MediaAlpha (MAX) involve any derivative securities?

Table II, which would list derivative securities such as options or warrants, shows no derivative transactions reported for the period covered by this Form 4.