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

MediaAlpha Director Eugene Nonko sold Class A Common Stock totaling 36,200 shares across direct and indirect holdings in early December 2025, pursuant to a pre-arranged 10b5-1 trading plan to cover tax obligations.

Summary

• Eugene Nonko, a Director of MediaAlpha, Inc. (MAX), reported sales of Class A Common Stock.
• The transactions occurred on December 1, 2025, December 2, 2025, and December 3, 2025.
• Sales were executed pursuant to a Rule 10b5-1 trading plan, adopted to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• Direct holdings saw a total of 16,200 shares sold at weighted-average prices ranging from $12.5699 to $13.6403 per share.
• Indirect holdings, through O.N.E. Holdings, LLC, saw a total of 20,100 shares sold at weighted-average prices ranging from $12.5737 to $13.6379 per share.
• Following these transactions, Eugene Nonko directly beneficially owns 1,079,248 shares of Class A Common Stock.
• Following these transactions, Eugene Nonko indirectly beneficially owns 1,643,220 shares of Class A Common Stock through O.N.E. Holdings, LLC.

Sentiment

Score: 5

Explanation: Neutral, as the sales were pre-planned under a 10b5-1 plan to cover tax obligations, which is a routine event for insiders receiving equity compensation and does not reflect a discretionary decision based on new information.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled, non-discretionary transactions rather than a reaction to new, negative information.

Negatives

• Insider selling, even for tax purposes, reduces the director's direct equity stake in the company.

Future Outlook

No forward-looking statements or guidance were provided in this Form 4 filing.

Management Comments

• The sales reported on this Form 4 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 contain information related to broader industry trends or competitive landscape.

Related Party Transactions

• Eugene Nonko's indirect beneficial ownership of Class A Common Stock is held by O.N.E. Holdings, LLC, which is a related entity.

Stakeholder Impact

• Shareholders may observe a slight reduction in the director's direct equity stake, but the pre-planned nature of the sales for tax purposes mitigates concerns about management's confidence in the company.

Key Dates

Recommendation

The sales by Director Eugene Nonko were executed under a pre-arranged Rule 10b5-1 trading plan specifically to cover tax obligations arising from RSU vesting. This is a common and non-discretionary event for executives and directors receiving equity compensation and does not typically signal a change in the insider's view of the company's prospects. Therefore, the filing itself does not provide a basis for altering an existing investment thesis.

Keywords

MediaAlpha, MAX, Form 4, Insider Transaction, Director, Stock Sale, 10b5-1 Plan, Equity, Beneficial Ownership