MediaAlpha, Inc. (MAX) director sells shares to cover RSU taxes

Rhea-AI Filing Summary

MediaAlpha, Inc. reported that one of its directors sold Class A common stock in mid-December 2025 under a previously adopted Rule 10b5-1 trading plan to cover taxes from the vesting of restricted stock units. On December 15, 16 and 17, the reporting person sold 5,400 directly owned shares each day and 6,700 indirectly owned shares each day through O.N.E. Holdings, LLC, at weighted-average prices between about $12.60 and $13.05 per share across multiple trades. After these transactions, the reporting person beneficially owned 1,046,848 Class A shares directly and 1,603,020 Class A shares indirectly through O.N.E. Holdings, LLC.

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 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)
12/15/2025

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	12/15/2025		S(1)		5,400	D	$12.8385(2)	1,057,648	D
Class A Common Stock	12/16/2025		S(1)		5,400	D	$12.7381(3)	1,052,248	D
Class A Common Stock	12/17/2025		S(1)		5,400	D	$12.7985(4)	1,046,848	D
Class A Common Stock	12/15/2025		S(1)		6,700	D	$12.8343(5)	1,616,420	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/16/2025		S(1)		6,700	D	$12.7391(6)	1,609,720	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/17/2025		S(1)		6,700	D	$12.7936(4)	1,603,020	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 $12.74 to $13.05 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 $12.60 to $12.82 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 $12.675 to $13.04 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 $12.74 to $13.00 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 $12.60 to $12.81 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	12/17/2025
	** 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 did MediaAlpha (MAX) disclose in this Form 4 filing?

The filing shows that a MediaAlpha, Inc. director sold Class A common stock on December 15, 16 and 17, 2025. The sales were made under a previously adopted Rule 10b5-1 trading plan to cover taxes arising from the vesting of restricted stock units.

How many MediaAlpha (MAX) shares did the director sell on each date?

On each of December 15, 16 and 17, 2025, the reporting person sold 5,400 directly owned Class A shares and 6,700 indirectly owned Class A shares held through O.N.E. Holdings, LLC, as reported in Table I.

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

The reported sales were executed at weighted-average prices with individual trades occurring in ranges from $12.60 to $13.05 per share, as detailed in the footnotes for each transaction date.

How many MediaAlpha shares does the reporting person own after these sales?

Following the reported transactions, the reporting person beneficially owned 1,046,848 Class A shares directly and 1,603,020 Class A shares indirectly through O.N.E. Holdings, LLC, as shown in the post-transaction holdings column.

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

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

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

The filing identifies the reporting person’s relationship to MediaAlpha, Inc. as a Director, and the form is filed by one reporting person.