SCHEDULE 13D/A: Eugene Nonko and O.N.E. Holdings Update Significant Stake in MediaAlpha, Inc., Revealing Recent Share Transfers and Trading Activity

Eugene Nonko and O.N.E. Holdings, LLC have updated their Schedule 13D filing for MediaAlpha, Inc., disclosing an aggregate beneficial ownership of 10.8% of Class A Common Stock, alongside recent share acquisitions, sales, and significant transfers to O.N.E. Holdings.

Summary

• Eugene Nonko and O.N.E. Holdings, LLC collectively beneficially own 5,996,864 shares of MediaAlpha, Inc.'s Class A Common Stock, representing approximately 10.8% of the outstanding shares.
• This percentage is based on 55,456,104 Class A Common Stock shares reported outstanding as of January 31, 2025.
• Mr. Nonko's beneficial ownership includes 249,543 directly owned Class A shares, 1,703,520 Class A shares held by O.N.E. Holdings, 3,970,051 Class B shares held by O.N.E. Holdings (exchangeable for Class A), and 73,750 Class A shares from performance-based restricted stock units vesting within 60 days.
• Between August 3, 2024, and February 26, 2025, Mr. Nonko acquired 179,505 Class A shares through RSU vesting.
• During the same period, Mr. Nonko sold 72,000 Class A shares in open market transactions on October 30, 2024, at $20.6661 per share, under a Rule 10b5-1 trading plan.
• On February 26, 2025, Mr. Nonko and two family trusts (The Nonko Family GST Trust and The Olga Nonko Trust) transferred a total of 1,703,520 Class A shares to O.N.E. Holdings, LLC.
• Parties to a Stockholders Agreement, including the Reporting Persons, collectively beneficially own 21,672,152 Class A shares and 11,174,996 Class B shares and have agreed to vote in favor of each other's Board designations.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily reporting factual changes in beneficial ownership and related transactions. The continued significant insider stake is generally positive, while the sale of shares, though planned, could be seen as slightly negative. The overall impact is informational rather than indicative of strong positive or negative company performance.

Positives

• Continued significant insider ownership (10.8%) by a key individual (Eugene Nonko) and associated entity (O.N.E. Holdings) suggests alignment with shareholder interests.
• The vesting of restricted stock units indicates ongoing compensation and retention of key personnel.

Negatives

• The sale of 72,000 shares by Mr. Nonko, while under a 10b5-1 plan, represents a reduction in direct personal holdings.

Risks

• The existence of a Stockholders Agreement where parties agree to vote for each other's Board designations could potentially limit the influence of other shareholders on board composition.

Future Outlook

The document does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the vesting schedule of certain restricted stock units.

Management Comments

• The Reporting Person may be deemed to be part of a group pursuant to that certain Stockholders Agreement described in Item 6 of the Schedule 13D but each Reporting Person disclaims beneficial ownership of the Common Stock held by the other members of the group.
• By virtue of his position as Manager of O.N.E. Holdings, Mr. Nonko may be deemed to have sole power to vote and dispose of the shares of Class A Common Stock reported owned by O.N.E. Holdings.
• Following such transfers, Mr. Nonko is deemed to have voting and dispositive power with respect to the shares of Class A Common Stock so transferred.

Industry Context

This Schedule 13D filing primarily concerns changes in beneficial ownership by a significant insider and related entity, rather than broader industry trends or competitive positioning. It reflects an individual and entity's investment and control posture within MediaAlpha, Inc.

Corporate Governance

Related Party Transactions

• Transfers of Class A Common Stock from Eugene Nonko, The Nonko Family GST Trust, and The Olga Nonko Trust to O.N.E. Holdings, LLC, where Mr. Nonko is the Manager and retains voting/dispositive power.

Stakeholder Impact

• Shareholders: The significant insider ownership and the existence of a voting agreement among a large block of shares could influence corporate control and board elections. The sale of shares by an insider, even if planned, might be viewed by some as a signal.
• Management/Employees: The vesting of restricted stock units indicates ongoing compensation and retention mechanisms for key personnel like Mr. Nonko.

Next Steps

• Continued vesting of Mr. Nonko's performance-based restricted stock units within 60 days of the filing date.
• Potential future amendments to the Schedule 13D if there are further material changes in beneficial ownership or related agreements.

Key Dates

Keywords

MediaAlpha Inc., MA, Schedule 13D, Beneficial Ownership, Eugene Nonko, O.N.E. Holdings LLC, Class A Common Stock, Class B Common Stock, Restricted Stock Units, RSU Vesting, Stock Sales, Rule 10b5-1 Plan, Insider Ownership, Corporate Governance, SEC Filing, Shareholder Agreement