Eugene Nonko (MAX) receives 18,294 MediaAlpha shares from RSUs

Rhea-AI Filing Summary

MediaAlpha, Inc. director Eugene Nonko acquired 18,294 shares of Class A Common Stock through the exercise of restricted stock units on February 15, 2026. The RSUs converted on a one-for-one basis into shares at a price of $0.0000 per share, bringing his direct holdings to 957,142 shares.

Each RSU represents a contingent right to receive one share of Class A Common Stock or, at the Compensation Committee’s option, cash of equivalent value. One sixteenth of this RSU grant vested on May 15, 2022, with the remaining units vesting in equal quarterly installments through February 15, 2026, subject to continued employment.

Insider Trade Summary

18,294 shares exercised/converted

Mixed 2 txns

Insider Nonko Eugene

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,294	$0.00	--
Exercise	Class A Common Stock	18,294	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Class A Common Stock — 957,142 shares (Direct)

Footnotes (1)

1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU"). Each RSU represents a contingent right to receive one share of Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value. One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest in equal quarterly installments through February 15, 2026, in each case subject to continued employment with the Issuer through each vesting date.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
02/15/2026

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	02/15/2026		M		18,294	A	$0(1)	957,142	D

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
Restricted Stock Units	(2)	02/15/2026		M			18,294	(3)	(3)	Class A Common Stock	18,294	$0	0	D

Explanation of Responses:

1. One share of Class A Common Stock was issued upon the vesting of each Restricted Stock Unit ("RSU").

2. Each RSU represents a contingent right to receive one share of Class A Common Stock, or at the option of the Compensation Committee, cash of equivalent value.

3. One sixteenth of the RSUs vested on May 15, 2022 and the remainder will vest in equal quarterly installments through February 15, 2026, in each case subject to continued employment with the Issuer through each vesting date.

Remarks:

	/s/ Jeffrey B. Coyne	02/17/2026
	** 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) director Eugene Nonko report?

Director Eugene Nonko reported acquiring 18,294 shares of MediaAlpha Class A Common Stock. The shares were issued upon the exercise of restricted stock units at a price of $0.0000 per share, reflecting the vesting of an existing equity award rather than an open-market purchase.

How many MediaAlpha (MAX) shares does Eugene Nonko own after this Form 4?

After this transaction, Eugene Nonko directly owns 957,142 shares of MediaAlpha Class A Common Stock. This total reflects the issuance of 18,294 shares upon vesting of restricted stock units and represents his reported direct beneficial ownership following the February 15, 2026 transaction.

What are the terms of the restricted stock units reported by MediaAlpha (MAX)?

Each restricted stock unit represents a contingent right to receive one MediaAlpha Class A share or, at the Compensation Committee’s option, cash of equivalent value. One sixteenth vested on May 15, 2022, with remaining units vesting in equal quarterly installments through February 15, 2026, subject to continued employment.

Was the MediaAlpha (MAX) insider transaction an open-market buy or a vesting event?

The transaction was a vesting and exercise of restricted stock units, not an open-market purchase. Code “M” on the Form 4 indicates exercise or conversion of a derivative security, with 18,294 RSUs converting into an equal number of Class A Common Stock shares at $0.0000 per share.

What vesting schedule applies to Eugene Nonko’s MediaAlpha (MAX) RSUs?

The RSUs follow a time-based vesting schedule. One sixteenth vested on May 15, 2022, and the remaining units vest in equal quarterly installments through February 15, 2026, in each case conditioned on continued employment with MediaAlpha through the applicable vesting date.