MediaAlpha (NYSE: MAX) director sells 132,203 shares under 10b5-1 plan

Rhea-AI Filing Summary

MediaAlpha, Inc. director Eugene Nonko reported open-market sales of 132,203 shares of Class A Common Stock. The trades occurred on March 2–4, 2026 at weighted-average prices near $10 per share, within disclosed ranges between $10.00 and $10.25.

The footnotes state these sales were made under a pre-established Rule 10b5-1 trading plan primarily to cover taxes from the vesting of restricted stock units. After these transactions, Nonko holds 886,942 shares directly and 1,381,920 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)
03/02/2026

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	03/02/2026		S(1)		48,801	D	$10.0087(2)	897,742	D
Class A Common Stock	03/03/2026		S(1)		5,400	D	$10.0493(3)	892,342	D
Class A Common Stock	03/04/2026		S(1)		5,400	D	$10.016(4)	886,942	D
Class A Common Stock	03/02/2026		S(1)		59,202	D	$10.0057(5)	1,395,320	I	By O.N.E. Holdings,LLC
Class A Common Stock	03/03/2026		S(1)		6,700	D	$10.0464(3)	1,388,620	I	By O.N.E. Holdings,LLC
Class A Common Stock	03/04/2026		S(1)		6,700	D	$10.018(4)	1,381,920	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 $10.00 to $10.09 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 $10.25 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.

4. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $10.00 to $10.24 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 $10.065 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	03/04/2026
	** 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 did MediaAlpha (MAX) director Eugene Nonko report in this Form 4?

Director Eugene Nonko reported multiple open-market sales of MediaAlpha Class A Common Stock. Across March 2–4, 2026, he sold a total of 132,203 shares, with trades executed at weighted-average prices around $10 per share under a Rule 10b5-1 trading plan.

How many MediaAlpha (MAX) shares did Eugene Nonko sell and at what prices?

Eugene Nonko sold 132,203 shares of MediaAlpha Class A Common Stock. The transactions were executed at weighted-average prices near $10 per share, with disclosed price ranges between $10.00 and $10.25 across the various trading days reported.

Were Eugene Nonko’s MediaAlpha (MAX) share sales pre-planned?

Yes. The filing notes the sales were effected under a previously adopted Rule 10b5-1 trading plan. It explains this plan was established primarily to cover taxes arising from the vesting of restricted stock units, indicating the transactions followed a preset trading arrangement.

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

After the reported transactions, Eugene Nonko holds 886,942 MediaAlpha Class A shares directly. He also has indirect ownership of 1,381,920 additional shares through O.N.E. Holdings, LLC, as reflected in the post-transaction share balances listed for his direct and indirect holdings.

What role does O.N.E. Holdings, LLC play in MediaAlpha (MAX) stock ownership?

Some of the reported MediaAlpha share sales and holdings are attributed to O.N.E. Holdings, LLC. The Form 4 identifies certain transactions and balances as indirect, with the nature of ownership described as “By O.N.E. Holdings, LLC,” indicating that entity holds shares associated with Nonko.

Why does the Form 4 mention weighted-average sale prices for MediaAlpha (MAX)?

The filing states each reported price is a weighted-average for multiple trades within specified ranges. It notes shares were sold between $10.00 and up to $10.25, and that full details of individual trade prices and volumes are available upon request from specified parties.