MediaAlpha (NYSE: MAX) director gets RSU grant, sells shares under 10b5-1 plan

Rhea-AI Filing Summary

MediaAlpha director Eugene Nonko reported a mix of equity awards and small share sales in Class A Common Stock. On March 15, 2026, he received 174,450 restricted stock units (RSUs) under the company’s Omnibus Incentive Plan, each RSU representing one share upon vesting.

According to the vesting terms, one sixteenth of these RSUs will vest on May 15, 2026, with the remainder vesting quarterly over the following four years, subject to continued employment. On March 16–17, 2026, he sold a total of 5,205 shares (direct and through O.N.E. Holdings, LLC) at around $10 per share under a pre-arranged Rule 10b5‑1 trading plan primarily to cover taxes from RSU vesting, and continued to hold over 1,055,000 shares directly and about 1,378,000 shares indirectly afterward.

Insider Trade Summary

Net Seller: 5,205 shares ($52,060)

Net Sell 5 txns

Insider Nonko Eugene

Role Director

Sold 5,205 shs ($52K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,899	$10.00	$19K
Sale	Class A Common Stock	404	$10.00	$4K
Sale	Class A Common Stock	2,444	$10.0037	$24K
Sale	Class A Common Stock	458	$10.0022	$5K
Grant/Award	Class A Common Stock	174,450	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,055,057 shares (Direct); Class A Common Stock — 1,378,943 shares (Indirect, By O.N.E. Holdings,LLC)

Footnotes (1)

1. 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. 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.01 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).

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)
03/15/2026

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	03/15/2026		A		174,450(1)	A	$0	1,059,400	D
Class A Common Stock	03/16/2026		S		2,444(2)	D	$10.0037(3)	1,056,956	D
Class A Common Stock	03/17/2026		S		1,899(2)	D	$10	1,055,057	D
Class A Common Stock	03/16/2026		S		458	D	$10.0022(3)	1,379,347	I	By O.N.E. Holdings,LLC
Class A Common Stock	03/17/2026		S		404	D	$10	1,378,943	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. 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.

2. 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.

3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.01 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	03/18/2026
	** 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.

FAQ

What insider transactions did MediaAlpha (MAX) director Eugene Nonko report?

Eugene Nonko reported an RSU grant and small share sales. He received 174,450 restricted stock units on March 15, 2026 and sold a total of 5,205 Class A shares on March 16–17, 2026 in open-market trades around $10 per share.

How large was Eugene Nonko’s RSU award at MediaAlpha (MAX)?

Nonko was granted 174,450 restricted stock units (RSUs). Each RSU represents a contingent right to receive one Class A share upon vesting. One sixteenth vests on May 15, 2026, with the remainder vesting quarterly over the following four years, subject to continued employment.

Over what period will Eugene Nonko’s MediaAlpha (MAX) RSUs vest?

The RSUs vest over roughly four years. One sixteenth of the 174,450 RSUs will vest on May 15, 2026. The remaining units will vest quarterly over the following four years, as long as Nonko remains employed with MediaAlpha through each vesting date.

How many MediaAlpha (MAX) shares did Eugene Nonko sell and at what price?

Nonko sold a total of 5,205 Class A shares. These open-market sales occurred on March 16–17, 2026 at prices around $10 per share, including direct holdings and indirect holdings through O.N.E. Holdings, LLC, as disclosed in the Form 4.

Were Eugene Nonko’s MediaAlpha (MAX) share sales part of a Rule 10b5-1 plan?

Yes, the sales were under a Rule 10b5-1 trading plan. The filing states that the trades were effected pursuant to a previously adopted Rule 10b5-1 plan, primarily to cover taxes arising from the vesting of restricted stock units granted to Nonko.

How many MediaAlpha (MAX) shares does Eugene Nonko hold after these transactions?

Nonko continues to hold significant direct and indirect positions. After the reported trades, he directly held 1,055,057 Class A shares and indirectly held 1,378,943 shares through O.N.E. Holdings, LLC, as shown in the post-transaction ownership figures.