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

MediaAlpha Director Eugene Nonko sold Class A Common Stock totaling 36,300 shares across three days in December 2025, pursuant to a Rule 10b5-1 plan to cover RSU vesting taxes.

Summary

• Eugene Nonko, a Director of MediaAlpha, Inc. (MAX), reported the sale of Class A Common Stock on December 15, 16, and 17, 2025.
• A total of 16,200 shares were sold directly by Mr. Nonko, with 5,400 shares sold on each of the three dates.
• An additional 20,100 shares were sold indirectly by O.N.E. Holdings, LLC, where Mr. Nonko has indirect beneficial ownership, with 6,700 shares sold on each of the three dates.
• The sales were executed pursuant to a Rule 10b5-1 trading plan, which was previously adopted by Mr. Nonko.
• The stated purpose of these sales was to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• Weighted-average sale prices for direct sales ranged from $12.7381 to $12.8385 per share.
• Weighted-average sale prices for indirect sales ranged from $12.7391 to $12.8343 per share.
• Following these transactions, Mr. Nonko directly beneficially owns 1,046,848 shares and indirectly beneficially owns 1,603,020 shares through O.N.E. Holdings, LLC.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the stock sales were pre-planned under a 10b5-1 plan specifically to cover tax liabilities from RSU vesting, which is a routine and expected event for insiders and does not reflect a change in sentiment regarding the company's prospects.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

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, detailing insider stock sales for tax purposes, does not provide specific insights into broader industry trends or competitive landscape for MediaAlpha, Inc. It is a routine disclosure of an individual's equity transactions.

Related Party Transactions

• Sales of 20,100 shares of Class A Common Stock were made indirectly by O.N.E. Holdings, LLC, where Eugene Nonko has indirect beneficial ownership.

Stakeholder Impact

• Shareholders: The impact is minimal as these are routine, pre-planned sales for tax purposes by a director, not indicative of a change in company fundamentals or management's long-term view.
• Employees: The RSU vesting and subsequent tax-related sales are part of standard compensation practices and do not directly impact other employees beyond the reporting person.

Key Dates

Recommendation

The insider sales by Director Eugene Nonko are explicitly stated to be pursuant to a Rule 10b5-1 trading plan to cover tax obligations from RSU vesting. This is a common and pre-planned event that typically does not signal a change in the insider's view of the company's future performance or financial health. Therefore, it provides no strong signal for a 'buy' or 'sell' recommendation, warranting a 'hold' position based solely on this filing.

Keywords

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