MAX Form 4: MediaAlpha director sells Class A shares via 10b5-1

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX)11/24/2025, 11/25/2025, and 11/26/2025, the reporting person sold blocks of Class A common stock in both direct and indirect accounts under a pre-arranged Rule 10b5-1 trading plan put in place to cover taxes from the vesting of restricted stock units (RSUs).

Directly held Class A shares were sold in amounts of 5,400 shares on each of the three days at weighted-average prices disclosed for each date, leaving 1,095,448 Class A shares held directly after the reported transactions. Indirectly, through O.N.E. Holdings, LLC, the reporting person sold 6,700 shares on each of the three days, with indirect holdings of 1,663,320 Class A shares remaining.

11/26/2025 - 05:35 PM

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
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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)
11/24/2025

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	11/24/2025		S		5,400(1)	D	$11.9262(2)	1,106,248	D
Class A Common Stock	11/25/2025		S		5,400(1)	D	$12.1306(3)	1,100,848	D
Class A Common Stock	11/26/2025		S		5,400(1)	D	$12.4798(4)	1,095,448	D
Class A Common Stock	11/24/2025		S		6,700(1)	D	$11.927(5)	1,676,720	I	By O.N.E. Holdings,LLC
Class A Common Stock	11/25/2025		S		6,700(1)	D	$12.1024(6)	1,670,020	I	By O.N.E. Holdings,LLC
Class A Common Stock	11/26/2025		S		6,700(1)	D	$12.4826(4)	1,663,320	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 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 $11.62 to $11.97 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 $11.76 to $12.26 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 $12.43 to $12.61 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 $11.66 to $11.97 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 $11.68 to $12.25 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	11/26/2025
	** 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.
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 does the MediaAlpha (MAX) Form 4 disclose?

The Form 4 reports that a director of MediaAlpha, Inc. (MAX) sold Class A common stock on 11/24/2025, 11/25/2025, and 11/26/2025, in both directly held and indirectly held accounts.

How many MediaAlpha (MAX) shares did the director sell directly?

The director sold 5,400 Class A common shares on each of 11/24/2025, 11/25/2025, and 11/26/2025, at weighted-average sale prices reported for each date.

What MediaAlpha (MAX) holdings remain after the reported direct sales?

After the reported direct transactions, the director beneficially owns 1,095,448 shares of MediaAlpha Class A common stock directly.

What indirect MediaAlpha (MAX) sales and holdings are reported?

Indirectly, through O.N.E. Holdings, LLC, the director sold 6,700 Class A shares on each of the three reported dates, and beneficially owns 1,663,320 Class A shares indirectly following these sales.

At what prices were the MediaAlpha (MAX) shares sold?

The filing reports weighted-average sale prices for each trading day, including $11.9262, $12.1306, and $12.4798 for direct sales, and prices such as $11.927, $12.1024, and $12.4826 for indirect sales via O.N.E. Holdings, LLC.

Why were these MediaAlpha (MAX) insider sales made under a Rule 10b5-1 plan?

The explanation states that the sales were made under a previously adopted Rule 10b5-1 trading plan by the reporting person to cover taxes resulting from the vesting of RSUs (restricted stock units).

Did the Form 4 report any derivative securities for MediaAlpha (MAX)?

The section for derivative securities is present but does not list any specific derivative transactions or holdings in the provided content.