MAX insider RSU vesting issues 18,294 shares; director holdings increase

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) director Nonko Eugene received 18,294 shares through the vesting of restricted stock units (RSUs). Each vested RSU converted into one share of Class A Common Stock at no cash cost, increasing Mr. Eugene's direct holdings to 1,109,554 shares. The filing also reports 36,588 shares underlying RSUs/derivatives owned following the transaction. The RSUs originally vested in a scheduled pattern, with one-sixteenth vesting earlier and the remainder set to vest quarterly through a specified future date, subject to continued service. The disclosure is a routine insider vesting event.

Positive

• Director ownership increased to 1,109,554 shares, aligning management and shareholder interests
• RSU vesting converted to shares without cash payment, reflecting compensation settled in equity

Negative

• No sale occurred to provide liquidity; insiders did not decrease holdings (not a negative per se but limits immediate selling signal)

Insights

Corporate Governance Expert

TL;DR: A director received vested RSUs converting into shares, modestly increasing direct ownership; this is a routine, non-sale insider transaction.

The filing documents the vesting-driven issuance of 18,294 Class A shares to a director, converting RSUs at no cost to the holder. The transaction raises direct beneficial ownership to 1,109,554 shares and reports 36,588 shares tied to derivative/RSU holdings. From a governance perspective, scheduled equity vesting to align director interests with shareholders is standard practice. There is no sale or purchase for cash disclosed, and no change in control or new option grants are indicated.

Securities Analyst

TL;DR: Issuance reflects compensation vesting rather than market trading; limited immediate market impact given no sale was reported.

The reported issuance of 18,294 shares stems from RSU vesting, with each unit exchanging for one share or cash at the committee's option. The filing shows the director retains meaningful ownership stakes post-transaction (1,109,554 direct; 36,588 underlying), which could modestly affect share float but represents compensation administration rather than active insider monetization. No additional derivative exercises, purchases, or disposals were reported that would signal trading activity.

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

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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)
08/15/2025

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	08/15/2025		M		18,294	A	$0(1)	1,109,554	D

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
Restricted Stock Units	(2)	08/15/2025		M			18,294	(3)	(3)	Class A Common Stock	18,294	$0	36,588	D

Explanation of Responses:

1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").

2. Each RSU represents a contingent right to receive one share of Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value.

3. One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest in equal quarterly installments through February 15, 2026, in each case subject to continued employment with the Issuer through each vesting date.

Remarks:

	/s/ Jeffrey B. Coyne	08/18/2025
	** 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.
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FAQ

What transaction did MediaAlpha (MAX) director Nonko Eugene report on Form 4?

The Form 4 reports the vesting of 18,294 RSUs which converted into Class A Common Stock shares received by Nonko Eugene.

How many shares does Nonko Eugene beneficially own after the reported transaction?

Following the transaction, Nonko Eugene beneficially owns 1,109,554 shares of Class A Common Stock directly.

How many derivative or RSU-linked shares are reported after this filing?

The filing shows 36,588 shares underlying RSUs/derivative securities beneficially owned after the transaction.

Were any shares sold or purchased for cash in this Form 4?

No cash purchases or sales were reported; the transaction resulted from RSU vesting and issuance of shares at $0 per the disclosure.

Are the RSUs subject to continued service or other vesting conditions?

Yes. The RSUs vested on a schedule: one-sixteenth vested earlier and the remainder vest in equal quarterly installments through a stated future vesting date, subject to continued service.

Does this Form 4 indicate any change in control or new equity grants?

No. The filing describes scheduled vesting of existing RSUs; it does not disclose a change in control or new equity awards.