MediaAlpha (MAX) director Nonko sells 111,819 shares via tax-driven 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
MediaAlpha, Inc. director Eugene Nonko reported open-market sales of a total of 111,819 shares of Class A Common Stock on April 20–21, 2026 at weighted-average prices around $10.04–$10.09 per share.
The filing shows both direct and indirect transactions. Indirect sales were made through O.N.E. Holdings, LLC, while other shares were sold from his direct holdings. After these trades, he continues to hold 1,015,356 shares directly and 1,306,825 shares indirectly.
According to the footnotes, the sales were executed under a pre-established Rule 10b5-1 trading plan adopted primarily to cover taxes arising from the vesting of restricted stock units (RSUs), indicating these transactions were largely tax- and plan-driven rather than discretionary timing decisions.
Positive
- None.
Negative
- None.
Insights
Director’s pre-planned, tax-driven sales look routine relative to remaining stake.
The Form 4 shows director Eugene Nonko executed four open-market sales totaling 111,819 Class A shares around $10.05 each. Footnotes state these trades followed a pre-adopted Rule 10b5-1 plan primarily to pay taxes from RSU vesting, a common compensation-driven pattern.
Following the transactions, he still directly owns 1,015,356 shares and indirectly owns 1,306,825 shares via O.N.E. Holdings, LLC, leaving a large ongoing position. Because the activity is plan-based and tied to tax obligations, sophisticated investors are likely to view it as routine liquidity management rather than a strong signal about MediaAlpha’s prospects.
Insider Trade Summary 10b5-1
Net Seller: 111,819 shares ($1,124,615)
Net Sell
4 txns
Insider
Nonko Eugene
Role
null
Sold
111,819 shs ($1.12M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 15,172 | $10.0881 | $153K |
| Sale | Class A Common Stock | 22,274 | $10.0687 | $224K |
| Sale | Class A Common Stock | 24,529 | $10.0538 | $247K |
| Sale | Class A Common Stock | 49,844 | $10.0449 | $501K |
Holdings After Transaction:
Class A Common Stock — 1,015,356 shares (Direct, null);
Class A Common Stock — 1,306,825 shares (Indirect, By O.N.E. Holdings,LLC)
Footnotes (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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.22 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 $10.00 to $10.205 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 $10.00 to $10.20 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.
Key Figures
Total shares sold: 111,819 shares
Sale price (April 21 indirect): $10.0687 per share
Sale price (April 21 direct): $10.0881 per share
+4 more
7 metrics
Total shares sold
111,819 shares
Open-market sales on April 20–21, 2026
Sale price (April 21 indirect)
$10.0687 per share
Class A Common Stock, indirect sale via O.N.E. Holdings, LLC
Sale price (April 21 direct)
$10.0881 per share
Class A Common Stock, direct open-market sale
Sale price (April 20 indirect)
$10.0449 per share
Class A Common Stock, indirect sale via O.N.E. Holdings, LLC
Sale price (April 20 direct)
$10.0538 per share
Class A Common Stock, direct open-market sale
Direct holdings after trades
1,015,356 shares
Class A Common Stock held directly after April 21, 2026
Indirect holdings after trades
1,306,825 shares
Class A Common Stock held indirectly via O.N.E. Holdings, LLC
Key Terms
Rule 10b5-1 trading plan, RSUs, weighted-average sale price, Class A Common Stock, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
RSUs financial
"previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
weighted-average sale price financial
"Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.22 per share"
Class A Common Stock financial
"security_title": "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
FAQ
What insider transaction did MediaAlpha (MAX) director Eugene Nonko report?
Eugene Nonko reported selling 111,819 MediaAlpha Class A shares in open-market transactions on April 20–21, 2026. The shares were sold at weighted-average prices just over $10 per share, reflecting routine insider liquidity activity disclosed through a Form 4 filing.
Were the MediaAlpha (MAX) insider sales under a Rule 10b5-1 plan?
Yes. The Form 4 states the sales were made under a Rule 10b5-1 plan. The footnote explains this pre-arranged trading plan was adopted primarily to cover tax obligations triggered by the vesting of restricted stock units, suggesting the timing was largely pre-scheduled.
Why does the Form 4 mention RSUs in relation to MediaAlpha (MAX) stock sales?
The filing notes the sales were primarily to cover taxes from RSU vesting. When restricted stock units convert into shares, they generally create taxable income; insiders often sell a portion of shares, via trading plans, to fund these resulting tax liabilities.
What is the role of O.N.E. Holdings, LLC in the MediaAlpha (MAX) Form 4?
O.N.E. Holdings, LLC is the entity through which Nonko holds indirect shares. Some reported sales and post-transaction holdings are attributed to this LLC, which is identified in the filing as the vehicle for a portion of his beneficial ownership in MediaAlpha stock.