MediaAlpha (MAX) director reports Rule 10b5-1 stock sales to cover RSU taxes

Rhea-AI Filing Summary

MediaAlpha, Inc. director Nonko Eugene reported pre‑planned share sales under a Rule 10b5‑1 trading plan. On February 2, 2026 and February 3, 2026, he reported four open‑market sales of Class A common stock.

The transactions included 5,400-share and 6,700-share sales on each day, at weighted‑average prices around $10.35 and $10.06 per share. After these trades, he held 938,848 shares directly and 1,469,020 shares indirectly through O.N.E. Holdings, LLC.

The filing notes that the plan was adopted primarily to cover taxes from vesting restricted stock units, and that prices reflect weighted averages of multiple individual trades within stated price ranges.

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)
02/02/2026

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	02/02/2026		S(1)		5,400	D	$10.3531(2)	944,248	D
Class A Common Stock	02/03/2026		S(1)		5,400	D	$10.0615(3)	938,848	D
Class A Common Stock	02/02/2026		S(1)		6,700	D	$10.3554(2)	1,475,720	I	By O.N.E. Holdings,LLC
Class A Common Stock	02/03/2026		S(1)		6,700	D	$10.0632(3)	1,469,020	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 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 $10.145 to $10.43 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 $10.11 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	02/04/2026
	** 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 activity did MediaAlpha (MAX) disclose in this Form 4?

MediaAlpha director Nonko Eugene reported four open-market sales of Class A common stock on February 2 and 3, 2026. The trades were executed under a pre-existing Rule 10b5-1 trading plan primarily to cover taxes from RSU vesting.

How many MediaAlpha (MAX) shares did the director sell and at what prices?

The filing shows sales of 5,400 and 6,700 Class A shares on each of two days. Weighted-average sale prices were about $10.35 per share on February 2 and about $10.06 per share on February 3, within narrow disclosed price ranges.

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

After the reported trades, Nonko Eugene held 938,848 MediaAlpha Class A shares directly. He also had an indirect beneficial holding of 1,469,020 Class A shares through O.N.E. Holdings, LLC, as disclosed in the ownership table.

Were the MediaAlpha (MAX) insider sales part of a pre-arranged plan?

Yes. A footnote states the sales were made under a previously adopted Rule 10b5-1 trading plan. The plan was established primarily to cover tax obligations arising from the vesting of restricted stock units held by the reporting person.

What do the weighted-average prices in the MediaAlpha (MAX) Form 4 mean?

The filing explains the reported prices are weighted-average sale prices for multiple trades. Individual transactions on February 2 ranged from $10.145 to $10.43, and on February 3 from $10.00 to $10.11, with full trade details available on request.