Form 4: MediaAlpha Director Sells Shares for Tax Obligations

MediaAlpha Director Eugene Nonko sold 36,300 shares of Class A Common Stock over three days in December 2025, primarily to cover tax liabilities from RSU vesting, as part of a pre-arranged trading plan.

Summary

• Eugene Nonko, a Director of MediaAlpha, Inc. (MAX), reported sales of Class A Common Stock.
• The sales were executed on December 8, 2025, December 9, 2025, and December 10, 2025.
• A total of 16,200 shares were sold directly by Mr. Nonko (5,400 shares on each of the three days).
• An additional 20,100 shares were sold indirectly through O.N.E. Holdings, LLC (6,700 shares on each of the three days).
• The sales were made pursuant to a Rule 10b5-1 trading plan, pre-adopted by Mr. Nonko to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• The weighted-average sale prices for the direct sales ranged from $13.0913 to $13.4985 per share.
• The weighted-average sale prices for the indirect sales ranged from $13.0881 to $13.4943 per share.
• Following these transactions, Mr. Nonko beneficially owns 1,063,048 shares directly and 1,623,120 shares indirectly through O.N.E. Holdings, LLC.

Sentiment

Score: 5

Explanation: The filing reports routine insider stock sales executed under a pre-arranged 10b5-1 trading plan to cover tax obligations from RSU vesting, which is a common and expected event for executives and does not indicate a change in company fundamentals or outlook.

Positives

• NA

Negatives

• NA

Risks

• NA

Future Outlook

NA

Industry Context

This filing represents a routine insider transaction, common across all industries, where executives sell shares to cover tax liabilities arising from the vesting of equity awards. It does not provide specific insights into broader industry trends or competitive landscape.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, pre-planned sales for tax purposes and do not signal a change in the company's operational or financial health.
• Employees, Customers, Suppliers, Creditors: No discernible impact from this type of insider transaction.

Key Dates

Recommendation

The reported transactions are routine insider sales conducted under a Rule 10b5-1 plan specifically to cover tax liabilities from RSU vesting. This is a common and expected event for executives and does not reflect a change in the company's fundamental value, operational performance, or future prospects. Therefore, the filing itself does not warrant a change in investment recommendation.

Keywords

MediaAlpha, MAX, Insider Trading, Form 4, Stock Sale, Director, Equity, 10b5-1 Plan, RSU Vesting