MediaAlpha (MAX) director Nonko sells 34,461 shares in pre-set 10b5-1 plan

Rhea-AI Filing Summary

MediaAlpha, Inc. director Eugene Nonko reported open-market sales of Class A common stock over three days. A total of 34,461 shares were sold between $11.66 and $13.085 per share, through both direct holdings and shares held by O.N.E. Holdings, LLC.

The filing states these sales were made under a pre-established Rule 10b5-1 trading plan primarily to cover taxes from vesting restricted stock units. After the transactions, Nonko still holds 940,326 shares directly and 1,162,656 shares indirectly through O.N.E. Holdings, LLC, indicating a substantial remaining ownership position.

Insights

Equity ownership and insider-trading analyst

Director’s pre-planned tax-related sales leave large stake intact.

Director Eugene Nonko sold 34,461 shares of MediaAlpha Class A common stock across three trading days at prices around $12 per share. The transactions span both his direct holdings and shares held indirectly through O.N.E. Holdings, LLC.

The filing explains these sales were executed under a previously adopted Rule 10b5-1 trading plan primarily to cover taxes from vesting RSUs. Such plans are pre-scheduled and reduce the informational value of transaction timing as a signal of management’s view on the stock.

Following the sales, Nonko still owns 940,326 shares directly and 1,162,656 shares indirectly, so most of his equity exposure remains in place. This pattern is consistent with routine liquidity and tax management rather than a broad exit, based solely on the data disclosed.

Insider Trade Summary 10b5-1

Net Seller: 34,461 shares ($427,815)

Net Sell 6 txns

Insider Nonko Eugene

Role null

Sold 34,461 shs ($428K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,512	$12.7736	$58K
Sale	Class A Common Stock	9,059	$12.8022	$116K
Sale	Class A Common Stock	2,667	$12.4236	$33K
Sale	Class A Common Stock	7,778	$12.4389	$97K
Sale	Class A Common Stock	2,667	$11.8144	$32K
Sale	Class A Common Stock	7,778	$11.9328	$93K

Holdings After Transaction: Class A Common Stock — 940,326 shares (Direct, null); Class A Common Stock — 1,162,656 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 $11.66 to $12.005 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 $12.33 to $12.57 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 $12.42 to $13.01 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 $11.67 to $12.06 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 $12.255 to $12.54 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 $12.42 to $13.085 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.

Key Figures

Total shares sold: 34,461 shares Sale price range (low): $11.66 per share Sale price range (high): $13.085 per share +3 more

6 metrics

Total shares sold 34,461 shares Aggregate open-market sales across six transactions

Sale price range (low) $11.66 per share Lowest price in weighted-average ranges disclosed

Sale price range (high) $13.085 per share Highest price in weighted-average ranges disclosed

Direct holdings after trades 940,326 shares Class A common stock held directly after sales

Indirect holdings after trades 1,162,656 shares Class A common stock via O.N.E. Holdings, LLC

Trading plan type Rule 10b5-1 plan Plan primarily to cover RSU-related taxes

Key Terms

Rule 10b5-1 trading plan, restricted stock units, weighted-average sale price, indirect ownership

4 terms

Rule 10b5-1 trading plan regulatory

"sales were effected pursuant to a Rule 10b5-1 trading plan previously adopted"

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.

restricted stock units financial

"primarily to cover taxes resulting from the vesting of RSUs"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted-average sale price financial

"Reflects the weighted-average sale price for shares sold in multiple transactions"

indirect ownership financial

"total_shares_following_transaction ... direct_or_indirect "I" ... By O.N.E. Holdings,LLC"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 07:05 PM Accepted by SEC EDGAR 07/01/2026 - 07:04 PM Learn about SEC filing dates

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/29/2026		S(1)		2,667	D	$11.8144(2)	947,505	D
Class A Common Stock	06/30/2026		S(1)		2,667	D	$12.4236(3)	944,838	D
Class A Common Stock	07/01/2026		S(1)		4,512	D	$12.7736(4)	940,326	D
Class A Common Stock	06/29/2026		S(1)		7,778	D	$11.9328(5)	1,179,493	I	By O.N.E. Holdings,LLC
Class A Common Stock	06/30/2026		S(1)		7,778	D	$12.4389(6)	1,171,715	I	By O.N.E. Holdings,LLC
Class A Common Stock	07/01/2026		S(1)		9,059	D	$12.8022(7)	1,162,656	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 $11.66 to $12.005 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 $12.33 to $12.57 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 $12.42 to $13.01 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 $11.67 to $12.06 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 $12.255 to $12.54 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.

7. Reflects the weighted-average sale price for shares sold in multiple transactions at prices ranging from $12.42 to $13.085 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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

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

Eugene Nonko reported selling 34,461 shares of MediaAlpha Class A common stock. The sales occurred over three days and involved both direct holdings and shares held indirectly through O.N.E. Holdings, LLC, according to the transaction and summary data provided.

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

The reported sales were executed at weighted-average prices generally around $12 per share. Footnotes state individual trades occurred in ranges from $11.66 up to $13.085 per share, with detailed breakdowns available upon request from the reporting person or the issuer.

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

Yes. A footnote states the sales were made pursuant to 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 (RSUs), indicating a pre-planned, tax-driven transaction pattern.

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

After the reported sales, Eugene Nonko holds 940,326 shares of Class A common stock directly. He also holds 1,162,656 shares indirectly through O.N.E. Holdings, LLC, based on the post-transaction ownership figures in the individual transaction lines.

What portion of Eugene Nonko’s MediaAlpha (MAX) activity involves indirect ownership?

Several transactions involve shares held indirectly through O.N.E. Holdings, LLC, marked as indirect ownership. Post-transaction data show 1,162,656 shares held indirectly, while direct holdings stand at 940,326 shares, illustrating his exposure through both personal and entity accounts.

Do the MediaAlpha (MAX) sales reflect tax-related activity from RSU vesting?

According to a footnote, the trading plan was adopted primarily to cover taxes from the vesting of RSUs. This links the share sales to tax obligations rather than discretionary timing, suggesting routine portfolio and tax management rather than a strategic reduction in exposure.