MediaAlpha (MAX) director reports year-end Rule 10b5-1 stock sales

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) disclosed that a director filed a Form 4 reporting planned sales of Class A common stock on three consecutive days at year-end 2025. On 12/29/2025, the director sold 5,400 shares directly and 6,700 shares indirectly through O.N.E. Holdings, LLC, followed by the same pattern on 12/30/2025 and 12/31/2025, for a total of 16,200 directly held shares and 20,100 indirectly held shares sold.

The reported sale prices are weighted-average prices ranging from about $12.64 to $12.93 per share across multiple trades each day. After these transactions, the director beneficially owns 1,014,448 shares directly and 1,562,820 shares indirectly through O.N.E. Holdings, LLC. The filing notes that the sales were made under a previously adopted Rule 10b5-1 trading plan to cover taxes from 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)
12/29/2025

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	12/29/2025		S(1)		5,400	D	$12.6467(2)	1,025,248	D
Class A Common Stock	12/30/2025		S(1)		5,400	D	$12.7951(3)	1,019,848	D
Class A Common Stock	12/31/2025		S(1)		5,400	D	$12.9337(4)	1,014,448	D
Class A Common Stock	12/29/2025		S(1)		6,700	D	$12.6456(5)	1,576,220	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/30/2025		S(1)		6,700	D	$12.795(3)	1,569,520	I	By O.N.E. Holdings,LLC
Class A Common Stock	12/31/2025		S(1)		6,700	D	$12.9338(6)	1,562,820	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 $12.58 to $12.73 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.

3. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.60 to $12.89 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 $12.90 to $12.975 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 $12.57 to $12.725 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 $12.91 to $12.96 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	12/31/2025
	** 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 transaction did MediaAlpha, Inc. (MAX) report in this Form 4?

The company reported that a director sold Class A common stock in multiple transactions on 12/29/2025, 12/30/2025, and 12/31/2025, including both directly held shares and shares held through O.N.E. Holdings, LLC.

How many MediaAlpha (MAX) shares did the director sell in total?

The director sold 5,400 directly held shares on each of three days, totaling 16,200 direct shares, and 6,700 indirectly held shares on each of three days through O.N.E. Holdings, LLC, totaling 20,100 indirect shares.

What prices were the MediaAlpha (MAX) shares sold for in this Form 4?

The sales were reported at weighted-average prices per share, including $12.6467, $12.7951, and $12.9337 for directly held shares, and $12.6456, $12.795, and $12.9338 for shares held through O.N.E. Holdings, LLC.

How many MediaAlpha (MAX) shares does the director still own after these sales?

After the reported transactions, the director beneficially owns 1,014,448 shares of Class A common stock directly and 1,562,820 shares indirectly through O.N.E. Holdings, LLC.

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

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

Why are weighted-average prices used in this MediaAlpha (MAX) Form 4?

The filing explains that each reported price reflects a weighted-average sale price for multiple transactions within specified price ranges, and the reporting person undertakes to provide full trade details upon request.