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

MediaAlpha Director Eugene Nonko sold a total of 36,300 Class A Common Stock shares across three days in early January 2026, pursuant to a Rule 10b5-1 trading plan.

Summary

• Eugene Nonko, a Director of MediaAlpha, Inc. (MAX), reported sales of Class A Common Stock.
• Transactions occurred on January 5, 2026, January 6, 2026, and January 7, 2026.
• A total of 16,200 shares were sold directly by Mr. Nonko (5,400 shares each day).
• The direct sales were executed at weighted-average prices of $11.9879 (Jan 5), $11.8677 (Jan 6), and $11.6661 (Jan 7).
• An additional 20,100 shares were sold indirectly by O.N.E. Holdings, LLC (6,700 shares each day), where Mr. Nonko has beneficial ownership.
• The indirect sales were executed at weighted-average prices of $11.9797 (Jan 5), $11.8745 (Jan 6), and $11.6582 (Jan 7).
• All sales were conducted 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).
• Following these transactions, Mr. Nonko directly beneficially owns 998,248 Class A Common Stock shares.
• Following these transactions, O.N.E. Holdings, LLC indirectly beneficially owns 1,542,720 Class A Common Stock shares.

Sentiment

Score: 5

Explanation: The sales are routine, pre-planned transactions to cover tax obligations from RSU vesting, indicating neither positive nor negative sentiment regarding the company's performance or outlook.

Positives

• The sales are part of a pre-arranged Rule 10b5-1 trading plan, indicating a structured and non-discretionary transaction rather than a discretionary sale based on immediate market sentiment.
• The reason for the sales is to cover tax obligations arising from the vesting of Restricted Stock Units (RSUs), which implies prior compensation and equity awards to the director.

Negatives

• The transactions represent insider selling, which, while routine in this context, reduces the director's direct and indirect equity stake in the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding MediaAlpha, Inc.'s future performance or outlook.

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 insider transaction report (Form 4) is a routine disclosure of stock sales by a company director and does not provide information related to broader industry trends or competitive landscape for MediaAlpha, Inc.

Stakeholder Impact

• Shareholders: The impact on shareholders is minimal as these are routine, pre-planned sales for tax purposes and do not signal a change in management's confidence in the company. The total shares sold represent a small fraction of the director's overall holdings.

Key Dates

Recommendation

The filing details routine insider stock sales executed under a pre-arranged 10b5-1 plan to cover tax obligations from RSU vesting. This type of transaction is not typically indicative of management's sentiment about the company's future performance and does not provide sufficient new information to alter an investment recommendation based solely on this filing.

Keywords

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