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

MediaAlpha, Inc. (MAX) director reports Rule 10b5-1 stock sales and holdings

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

Rhea-AI Filing Summary

MediaAlpha, Inc. director Jeffrey B. Coyne reported planned sales of Class A common stock under a pre-arranged Rule 10b5-1 trading plan. On 12/22/2025, he sold 5,400 shares directly at a weighted-average price of $12.9123 per share and 6,700 shares indirectly through O.N.E. Holdings, LLC at a weighted-average price of $12.9096 per share. On 12/23/2025 and 12/24/2025, he sold the same amounts on each day, at weighted-average prices between about $12.62 and $12.79 per share, as disclosed.

After these transactions, Coyne beneficially owned 1,041,448 shares directly and 1,582,920 shares indirectly through O.N.E. Holdings, LLC. The filing explains that the trading plan was adopted to cover taxes arising from the vesting of restricted stock units (RSUs), indicating these sales are tied to equity compensation rather than a new change in company fundamentals.

Positive

  • None.

Negative

  • None.
Insider Nonko Eugene
Role Director
Sold 36,300 shs ($463K)
Type Security Shares Price Value
Sale Class A Common Stock 5,400 $12.669 $68K
Sale Class A Common Stock 6,700 $12.6731 $85K
Sale Class A Common Stock 5,400 $12.6832 $68K
Sale Class A Common Stock 6,700 $12.6849 $85K
Sale Class A Common Stock 5,400 $12.9123 $70K
Sale Class A Common Stock 6,700 $12.9096 $86K
Holdings After Transaction: Class A Common Stock — 1,030,648 shares (Direct); Class A Common Stock — 1,582,920 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 $12.74 to $13.07 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 $12.62 to $12.79 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 $12.57 to $12.745 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 $12.70 to $13.07 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 $12.57 to $12.74 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)
12/22/2025
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 12/22/2025 S(1) 5,400 D $12.9123(2) 1,041,448 D
Class A Common Stock 12/23/2025 S(1) 5,400 D $12.6832(3) 1,036,048 D
Class A Common Stock 12/24/2025 S(1) 5,400 D $12.669(4) 1,030,648 D
Class A Common Stock 12/22/2025 S(1) 6,700 D $12.9096(5) 1,596,320 I By O.N.E. Holdings,LLC
Class A Common Stock 12/23/2025 S(1) 6,700 D $12.6849(3) 1,589,620 I By O.N.E. Holdings,LLC
Class A Common Stock 12/24/2025 S(1) 6,700 D $12.6731(6) 1,582,920 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 $12.74 to $13.07 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 $12.62 to $12.79 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 $12.57 to $12.745 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 $12.70 to $13.07 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 $12.57 to $12.74 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 12/29/2025
** 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 did MediaAlpha (MAX) disclose in this Form 4 filing?

The filing reports that director Jeffrey B. Coyne sold Class A common stock of MediaAlpha, Inc. on three consecutive days in December 2025 under a Rule 10b5-1 trading plan, and lists his updated direct and indirect share ownership.

How many MediaAlpha (MAX) shares did the director sell and at what prices?

Coyne sold 5,400 shares directly and 6,700 shares indirectly through O.N.E. Holdings, LLC on each of 12/22/2025, 12/23/2025, and 12/24/2025. The reported weighted-average sale prices ranged from about $12.57 to $13.07 per share across the different transactions.

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

Following the reported transactions, the director beneficially owned 1,041,448 shares of Class A common stock directly and 1,582,920 shares indirectly through O.N.E. Holdings, LLC, as stated in the form.

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

Yes. The filing states that the sales were effected pursuant to a previously adopted Rule 10b5-1 trading plan, which is a pre-arranged plan for buying or selling stock designed to meet the affirmative defense conditions of Rule 10b5-1(c).

Why did the MediaAlpha director sell shares according to this disclosure?

The explanation notes that the Rule 10b5-1 trading plan was adopted to cover taxes resulting from the vesting of RSUs (restricted stock units), indicating that the sales are connected to settling tax obligations tied to equity compensation.

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

The section for derivative securities reports no transactions; there are no options, warrants, or other derivative securities acquired, disposed of, or beneficially owned shown in the provided table.