STOCK TITAN

MediaAlpha (MAX) director Nonko sells 23,202 shares under Rule 10b5-1 plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MediaAlpha, Inc. director Eugene Nonko reported open-market sales of a total of 23,202 shares of Class A Common Stock over three days. The trades occurred on June 22–24 at weighted-average prices around $10.00–$10.57 per share, through both direct and indirect holdings.

The transactions were executed under a previously adopted Rule 10b5-1 trading plan, described as primarily to cover taxes from the vesting of RSUs. Following these sales, Nonko continues to hold 950,172 shares directly and 1,187,271 shares indirectly through O.N.E. Holdings, LLC, indicating he retains a substantial ownership position.

Positive

  • None.

Negative

  • None.

Insights

Pre-planned tax-related stock sales with large remaining holdings.

The filing shows director Eugene Nonko selling 23,202 shares of MediaAlpha Class A Common Stock across six open-market transactions on June 22–24. All trades are coded "S" for sales, with prices around $10 per share.

A key footnote states these sales occurred under a previously adopted Rule 10b5-1 trading plan, primarily to cover taxes from vesting RSUs. Such tax-driven, pre-planned trades typically carry weaker signaling value than discretionary transactions because timing is set in advance.

After these sales, Nonko still holds 950,172 shares directly and 1,187,271 shares indirectly through O.N.E. Holdings, LLC. Given the sizable remaining stake and the tax-related 10b5-1 context, this Form 4 appears as a routine liquidity and tax-management event rather than a thesis-changing move.

Insider Nonko Eugene
Role null
Sold 23,202 shs ($238K)
Type Security Shares Price Value
Sale Class A Common Stock 1,067 $10.4594 $11K
Sale Class A Common Stock 6,667 $10.4651 $70K
Sale Class A Common Stock 1,067 $10.0923 $11K
Sale Class A Common Stock 6,667 $10.1741 $68K
Sale Class A Common Stock 1,067 $10.00 $11K
Sale Class A Common Stock 6,667 $10.1489 $68K
Holdings After Transaction: Class A Common Stock — 950,172 shares (Direct, null); Class A Common Stock — 1,187,271 shares (Indirect, By O.N.E. Holdings,LLC)
Footnotes (1)
  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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.20 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.355 to $10.54 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.32 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.25 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. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.35 to $10.565 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.
Total shares sold 23,202 shares Net shares sold across all transactions in June 2026
Direct shares sold per day 1,067 shares Direct open-market sales on each of June 22, 23, and 24
Indirect shares sold per day 6,667 shares Indirect sales via O.N.E. Holdings, LLC on each of June 22–24
Direct holdings after trades 950,172 shares Direct Class A Common Stock held following June 24 transaction
Indirect holdings after trades 1,187,271 shares Indirect holdings via O.N.E. Holdings, LLC after June 24
Sale price range (example footnote) $10.00–$10.20/share Weighted-average price range for one set of June sales
Rule 10b5-1 trading plan regulatory
"The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
RSUs financial
"previously adopted by the Reporting Person primarily to cover taxes resulting from the vesting of RSUs"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
weighted-average sale price financial
"Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.20 per share"
Class A Common Stock financial
"security_title: "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
open-market sale financial
"transaction_action: "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 90017

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MediaAlpha, Inc. [ MAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/22/2026S(1)1,067D$10952,306D
Class A Common Stock06/23/2026S(1)1,067D$10.0923(2)951,239D
Class A Common Stock06/24/2026S(1)1,067D$10.4594(3)950,172D
Class A Common Stock06/22/2026S(1)6,667D$10.1489(4)1,200,605IBy O.N.E. Holdings,LLC
Class A Common Stock06/23/2026S(1)6,667D$10.1741(5)1,193,938IBy O.N.E. Holdings,LLC
Class A Common Stock06/24/2026S(1)6,667D$10.4651(6)1,187,271IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $10.00 to $10.20 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 $10.355 to $10.54 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 $10.00 to $10.32 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 $10.00 to $10.25 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.
6. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.35 to $10.565 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. Coyne06/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did MediaAlpha (MAX) director Eugene Nonko report?

MediaAlpha director Eugene Nonko reported selling 23,202 shares of Class A Common Stock over three days. The sales were open-market transactions at prices around $10 per share and involved both direct and indirect holdings through O.N.E. Holdings, LLC.

Over what dates did Eugene Nonko sell MediaAlpha (MAX) shares and at what prices?

Eugene Nonko sold MediaAlpha Class A shares on June 22, 23, and 24. The filing reports weighted-average sale prices ranging from about $10.00 to $10.565 per share across multiple trades executed on those dates under his trading plan.

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

After the reported sales, Eugene Nonko holds 950,172 MediaAlpha Class A shares directly and 1,187,271 shares indirectly through O.N.E. Holdings, LLC. These figures indicate he maintains a substantial ongoing ownership position in the company despite the recent sales.

Were Eugene Nonko’s MediaAlpha (MAX) stock sales made under a Rule 10b5-1 plan?

Yes. A footnote explains the sales were executed under a previously adopted Rule 10b5-1 trading plan. The plan was described as primarily intended to cover taxes resulting from the vesting of restricted stock units, suggesting a tax-management focus for these transactions.

How many MediaAlpha (MAX) shares did Eugene Nonko sell in total according to this Form 4?

According to the transaction summary, Eugene Nonko sold a total of 23,202 shares of MediaAlpha Class A Common Stock. This total comes from six separate open-market sales, all coded as "S" transactions, across both direct and indirect holdings during the three-day period.