MediaAlpha director sells shares under 10b5-1 plan

MediaAlpha director Eugene Nonko reported planned sales of 36,300 shares of Class A common stock over three days under a Rule 10b5-1 trading plan primarily to cover taxes from vesting RSUs.

Rhea-AI Filing Summary

MediaAlpha director Eugene Nonko reported planned sales of 36,300 shares of Class A common stock over three days under a Rule 10b5-1 trading plan primarily to cover taxes from vesting RSUs.

On each of January 26, 27 and 28, 2026, he sold 5,400 shares held directly at weighted-average prices of $10.8687, $10.5241 and $10.5826 per share, respectively, leaving 949,648 directly held shares.

On the same dates, entities related to him sold 6,700 shares per day indirectly through O.N.E. Holdings, LLC at weighted-average prices of $10.8508, $10.5126 and $10.5688, with 1,482,420 shares remaining indirectly held.

Insider Trade Summary

Net Seller: 36,300 shares

Net Sell 6 txns

Insider Nonko Eugene

Role Director

Sold 36,300 shs ($387K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	5,400	$10.5826	$57K
Sale	Class A Common Stock	6,700	$10.5688	$71K
Sale	Class A Common Stock	5,400	$10.5241	$57K
Sale	Class A Common Stock	6,700	$10.5126	$70K
Sale	Class A Common Stock	5,400	$10.8687	$59K
Sale	Class A Common Stock	6,700	$10.8508	$73K

Holdings After Transaction: Class A Common Stock — 949,648 shares (Direct); Class A Common Stock — 1,482,420 shares (Indirect, By O.N.E. Holdings,LLC)

Footnotes (7)

1. F1. 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. F2. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.73 to $10.985 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. F3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.40 to $10.92 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. F4. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.50 to $10.745 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. F5. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.725 to $10.985 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. F6. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.40 to $10.89 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.
7. F7. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.50 to $10.755 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.

FAQ

What insider transaction did MediaAlpha (MAX) report for Eugene Nonko?

MediaAlpha director Eugene Nonko reported selling 36,300 Class A shares. The sales occurred over three days in January 2026 under a pre-arranged Rule 10b5-1 trading plan, primarily to cover taxes from the vesting of restricted stock units (RSUs).

Over what dates did Eugene Nonko sell MediaAlpha (MAX) shares and in what amounts?

The sales took place on January 26, 27 and 28, 2026. Each day, 5,400 shares held directly and 6,700 shares held indirectly through O.N.E. Holdings, LLC were sold, totaling 36,300 Class A common shares across the three trading days.

At what prices were Eugene Nonko’s MediaAlpha (MAX) shares sold?

The reported prices are weighted-average sale prices around $10.5–$10.9 per share. Direct holdings were sold at $10.8687, $10.5241 and $10.5826, while indirect LLC sales occurred at $10.8508, $10.5126 and $10.5688 per share.

How many MediaAlpha (MAX) shares does Eugene Nonko hold after these Form 4 sales?

After the reported transactions, Nonko holds 949,648 shares directly. He also has indirect beneficial ownership of 1,482,420 Class A shares through O.N.E. Holdings, LLC, according to the amounts listed following the January 28, 2026 transactions in the filing.

Were MediaAlpha (MAX) director Eugene Nonko’s share sales pre-planned?

Yes. The filing states the sales were executed under a Rule 10b5-1 plan. This trading plan was previously adopted by the reporting person and is described as being used primarily to cover taxes from vesting RSUs, indicating a structured, pre-arranged selling program.

What is the role of O.N.E. Holdings, LLC in the MediaAlpha (MAX) insider sales?

O.N.E. Holdings, LLC holds shares indirectly for Eugene Nonko. On each of the three reported days, 6,700 Class A shares were sold from this indirect holding, with 1,482,420 shares remaining attributed to O.N.E. Holdings, LLC after the final January 28, 2026 transaction.

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Accepted by SEC EDGAR 01/28/2026 - 07:04 PM Learn about SEC filing dates

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)
01/26/2026

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	01/26/2026		S(1)		5,400	D	$10.8687(2)	960,448	D
Class A Common Stock	01/27/2026		S(1)		5,400	D	$10.5241(3)	955,048	D
Class A Common Stock	01/28/2026		S(1)		5,400	D	$10.5826(4)	949,648	D
Class A Common Stock	01/26/2026		S(1)		6,700	D	$10.8508(5)	1,495,820	I	By O.N.E. Holdings,LLC
Class A Common Stock	01/27/2026		S(1)		6,700	D	$10.5126(6)	1,489,120	I	By O.N.E. Holdings,LLC
Class A Common Stock	01/28/2026		S(1)		6,700	D	$10.5688(7)	1,482,420	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 $10.73 to $10.985 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 $10.40 to $10.92 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 $10.50 to $10.745 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 $10.725 to $10.985 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 $10.40 to $10.89 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.

7. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.50 to $10.755 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	01/28/2026
	** 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).
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