Form 4: MediaAlpha Director Sells Shares Under 10b5-1 Plan

MediaAlpha Director Eugene Nonko sold Class A Common Stock totaling 36,300 shares across direct and indirect holdings in late November 2025, pursuant to a pre-arranged 10b5-1 trading plan.

Summary

• Eugene Nonko, a Director at MediaAlpha, Inc. (MAX), reported sales of Class A Common Stock.
• The sales occurred on November 24, 25, and 26, 2025.
• A total of 16,200 shares were sold directly by Mr. Nonko.
• An additional 20,100 shares were sold indirectly through O.N.E. Holdings, LLC.
• The transactions were executed under a Rule 10b5-1 trading plan.
• The purpose of these sales was to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• Direct holdings decreased from an initial 1,111,648 shares to 1,095,448 shares following the transactions.
• Indirect holdings through O.N.E. Holdings, LLC decreased from an initial 1,683,420 shares to 1,663,320 shares following the transactions.

Sentiment

Score: 5

Explanation: The filing reports routine insider sales under a pre-arranged 10b5-1 plan to cover tax liabilities from RSU vesting. This is a neutral event, neither significantly positive nor negative for the company's outlook.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a non-discretionary, planned transaction rather than an immediate reaction to market conditions.
• The sales were explicitly stated to cover tax obligations from RSU vesting, which is a common and expected reason for insider sales.

Negatives

• A director selling shares, even for tax purposes, reduces their direct and indirect ownership stake in the company.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Management Comments

• The sales reported 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.

Industry Context

This Form 4 filing reports routine insider transactions and does not provide information relevant to broader industry trends or competitive analysis.

Stakeholder Impact

• Shareholders: The reduction in a director's ownership stake, while for tax purposes, slightly decreases insider alignment, but the pre-planned nature mitigates concerns.

Key Dates

Recommendation

The reported insider sales are routine, pre-planned transactions under a 10b5-1 plan, specifically to cover tax obligations from RSU vesting. This type of transaction is generally considered neutral and does not typically signal a change in management's confidence or the company's fundamentals. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

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