MediaAlpha director sells shares under 10b5-1 plan

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.

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.

Insights

Equity compensation & insider-trading analyst

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

Net Sell 4 txns

Insider Nonko Eugene

Role Director

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); Class A Common Stock — 1,306,825 shares (Indirect, By O.N.E. Holdings,LLC)

Footnotes (4)

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 $10.00 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.
3. F3. 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.
4. F4. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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

Nonko’s MediaAlpha share sales were executed around $10.04–$10.09 per share. Each reported line item reflects a weighted-average price for multiple trades within narrow ranges near $10, as detailed in the Form 4 footnotes describing the sale-price intervals for those transactions.

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

After the reported sales, Nonko still holds over 2.3 million shares. The filing shows 1,015,356 shares held directly and 1,306,825 shares held indirectly through O.N.E. Holdings, LLC, indicating he maintains a substantial ongoing equity stake in MediaAlpha.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/22/2026 - 08:38 PM EDT 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 CALIFORNIA 90017

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/20/2026		S(1)		24,529	D	$10.0538(2)	1,030,528	D
Class A Common Stock	04/21/2026		S(1)		15,172	D	$10.0881(3)	1,015,356	D
Class A Common Stock	04/20/2026		S(1)		49,844	D	$10.0449(4)	1,329,099	I	By O.N.E. Holdings,LLC
Class A Common Stock	04/21/2026		S(1)		22,274	D	$10.0687(4)	1,306,825	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 $10.22 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.

3. 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.

4. 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.

Remarks:

	/s/ Jeffrey B. Coyne	04/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)