MediaAlpha (NYSE: MAX) director’s 10b5-1 plan sells 25,097 shares

Rhea-AI Filing Summary

MediaAlpha, Inc. director Eugene Nonko reported automatic sales of Class A common stock under a pre-set Rule 10b5-1 trading plan primarily to cover taxes from vesting RSUs. He sold 10,599 shares directly at a weighted-average price of $10.0026 and 14,498 shares indirectly at $10.0023 through O.N.E. Holdings, LLC, based on trades between $10.00 and $10.005 per share. After these transactions, he holds 946,543 shares directly and 1,454,522 shares indirectly via O.N.E. Holdings, LLC.

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

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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).

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)
02/25/2026

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	02/25/2026		S(1)		10,599	D	$10.0026(2)	946,543	D
Class A Common Stock	02/25/2026		S(1)		14,498	D	$10.0023(2)	1,454,522	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 primarily 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 $10.00 to $10.005 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	02/25/2026
	** 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 transaction did MediaAlpha (MAX) disclose for Eugene Nonko?

MediaAlpha director Eugene Nonko disclosed sales of 25,097 Class A shares. These included 10,599 shares sold directly and 14,498 shares sold indirectly through O.N.E. Holdings, LLC, as part of a pre-arranged Rule 10b5-1 trading plan primarily to cover RSU-related taxes.

At what prices did Eugene Nonko sell MediaAlpha (MAX) shares?

Eugene Nonko reported weighted-average sale prices of $10.0026 for directly held shares and $10.0023 for indirectly held shares. The sales occurred in multiple transactions within a narrow range between $10.00 and $10.005 per share as disclosed in the Form 4 footnote.

How many MediaAlpha (MAX) shares does Eugene Nonko own after the reported sales?

After the reported transactions, Eugene Nonko holds 946,543 MediaAlpha Class A shares directly and 1,454,522 shares indirectly through O.N.E. Holdings, LLC. These post-transaction balances indicate he retains a substantial stake despite the automatic plan sales primarily executed to address RSU-related tax obligations.

Were the MediaAlpha (MAX) share sales by Eugene Nonko discretionary or under a plan?

The MediaAlpha share sales were effected under a pre-established Rule 10b5-1 trading plan. According to the footnote, the plan was primarily adopted to cover taxes arising from the vesting of restricted stock units, indicating the transactions were pre-programmed rather than opportunistic discretionary trades.

What is the role of O.N.E. Holdings, LLC in the MediaAlpha (MAX) Form 4 filing?

O.N.E. Holdings, LLC is the entity through which 14,498 MediaAlpha shares were sold and 1,454,522 shares are held indirectly for Eugene Nonko. The filing specifies that these shares are owned indirectly, with the nature of ownership listed as “By O.N.E. Holdings,LLC.”