MediaAlpha, Inc. (MAX) director and 10% owner discloses December stock sales

Rhea-AI Filing Summary

MediaAlpha, Inc. director and more-than-10% owner reported multiple open-market sales of Class A common stock over three days in early December 2025. On 12/01/2025 and 12/02/2025, the reporting person sold blocks of 5,400 and 6,700 shares each day at weighted-average prices such as $12.6038 and $12.6054 per share, held directly and through O.N.E. Holdings, LLC. On 12/03/2025, additional sales included 3,199 and 2,201 shares directly and 3,921 and 2,779 shares indirectly, at weighted-average prices around $13.19–$13.64 per share. After these transactions, the reporting person beneficially owned 1,079,248 shares directly and 1,643,220 shares indirectly. The filing notes that these sales were made under a pre-arranged Rule 10b5-1 trading plan adopted to cover taxes from the vesting of restricted stock units.

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

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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)
12/01/2025

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	12/01/2025		S(1)		5,400	D	$12.6038(2)	1,090,048	D
Class A Common Stock	12/02/2025		S(1)		5,400	D	$12.5699(3)	1,084,648	D
Class A Common Stock	12/03/2025		S(1)		3,199	D	$13.1929(4)	1,081,449	D
Class A Common Stock	12/03/2025		S(1)		2,201	D	$13.6403(5)	1,079,248	D
Class A Common Stock	12/01/2025		S(1)		6,700	D	$12.6054(2)	1,656,620	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/02/2025		S(1)		6,700	D	$12.5737(6)	1,649,920	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/03/2025		S(1)		3,921	D	$13.1963(4)	1,645,999	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/03/2025		S(1)		2,779	D	$13.6379(7)	1,643,220	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 $12.40 to $12.71 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 $12.425 to $12.705 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 $12.715 to $13.50 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 $13.515 to $13.74 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 $12.4375 to $12.705 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 $13.505 to $13.73 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	12/03/2025
	** 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.
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FAQ

What insider activity did MediaAlpha (MAX) disclose in this Form 4?

The filing reports that a director and more-than-10% owner of MediaAlpha, Inc. sold multiple blocks of Class A common stock between 12/01/2025 and 12/03/2025, both directly and through O.N.E. Holdings, LLC.

How many MediaAlpha (MAX) shares did the insider hold after these sales?

Following the reported transactions, the insider beneficially owned 1,079,248 shares of Class A common stock directly and 1,643,220 shares indirectly through O.N.E. Holdings, LLC.

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

The sales were reported at weighted-average prices, including $12.6038 and $12.5699 per share on 12/01/2025 and 12/02/2025, and prices around $13.1929 and $13.6403 per share on 12/03/2025, with each figure representing averages for multiple trades within stated price ranges.

Were the MediaAlpha (MAX) insider sales part of a Rule 10b5-1 trading plan?

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

What is the relationship of the reporting person to MediaAlpha (MAX)?

The reporting person is identified as a Director of MediaAlpha, Inc. and is also indicated as a more-than-10% owner of the company’s equity securities.

How are the direct and indirect MediaAlpha (MAX) holdings distinguished in the filing?

Direct holdings are labeled with ownership form D, while indirect holdings are labeled I and described as held "By O.N.E. Holdings, LLC" in the ownership column of Table I.