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

MediaAlpha Director Eugene Nonko sold Class A Common Stock totaling 36,300 shares over three days in December 2025, pursuant to a pre-arranged Rule 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 sales occurred on December 29, 30, and 31, 2025.
• A total of 16,200 shares were sold directly by Mr. Nonko (5,400 shares each day).
• An additional 20,100 shares were sold indirectly through O.N.E. Holdings, LLC (6,700 shares each day).
• The transactions were executed under a Rule 10b5-1 trading plan, pre-arranged to cover taxes resulting from the vesting of Restricted Stock Units (RSUs).
• Direct beneficial ownership decreased from 1,025,248 shares to 1,014,448 shares after the transactions.
• Indirect beneficial ownership through O.N.E. Holdings, LLC decreased from 1,576,220 shares to 1,562,820 shares after the transactions.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The sales are pre-scheduled under a Rule 10b5-1 plan to cover tax obligations from RSU vesting, which is a common and non-discretionary reason for insider sales, not indicative of a change in management's outlook on the company's performance or future prospects.

Positives

• The sales were pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach to managing equity and tax obligations rather than a discretionary sale based on new, potentially negative, information.

Negatives

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

Risks

• No specific risks are mentioned in this Form 4 filing beyond the general implication of insider sales, which are mitigated by the pre-arranged 10b5-1 plan.

Future Outlook

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

Industry Context

This Form 4 filing reports a routine insider transaction (sale of shares under a 10b5-1 plan for tax purposes) and does not provide information relevant to broader industry trends or the competitive landscape of MediaAlpha, Inc.

Comparison to Industry Standards

• This filing reports a standard insider transaction under a Rule 10b5-1 plan, which is a common practice among executives and directors in publicly traded companies across various industries to manage equity compensation and tax liabilities in a compliant manner.
• No specific comparable companies, projects, or results are relevant for this type of disclosure, as it pertains to an individual's personal financial planning related to their compensation.

Stakeholder Impact

• The sale of shares by a director, even for tax purposes, slightly reduces their direct and indirect ownership stake, which is a routine event for shareholders to note but typically has minimal broader impact on other stakeholders like employees, customers, or suppliers.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing.

Key Dates

Recommendation

The reported transactions are routine insider sales executed under a pre-arranged Rule 10b5-1 trading plan to cover tax obligations arising from RSU vesting. Such sales are non-discretionary and do not typically signal a change in the insider's view of the company's future prospects. Therefore, this filing alone does not warrant a change in investment recommendation; a 'hold' stance is appropriate as it provides no new fundamental information to alter the investment thesis.

Keywords

MediaAlpha, MAX, Form 4, Insider Trading, Stock Sale, Director, 10b5-1 Plan, Equity Compensation, Tax Obligations