SCHEDULE: MediaAlpha: Nonko Adjusts Stake, Owns 9.8% of Class A Shares

Eugene Nonko and O.N.E. Holdings, LLC have filed an amendment to their Schedule 13D, reporting a combined beneficial ownership of 9.8% of MediaAlpha's Class A Common Stock.

Summary

• This filing is an amendment (Amendment No. 5) to a Schedule 13D, originally filed on June 25, 2021, concerning the beneficial ownership of MediaAlpha, Inc. common stock by Eugene Nonko and O.N.E. Holdings, LLC.
• The reporting persons collectively beneficially own 5,198,121 shares of Class A Common Stock, representing approximately 9.8% of the outstanding shares.
• This percentage is based on 52,975,711 shares of Class A Common Stock outstanding as of July 24, 2026, as reported in MediaAlpha's Form 10-Q for the period ended June 30, 2026.
• Eugene Nonko directly owns 292,709 shares of Class A Common Stock and may be deemed to have sole voting and dispositive power over shares held by O.N.E. Holdings, LLC.
• O.N.E. Holdings, LLC owns 935,361 shares of Class A Common Stock and 3,970,051 shares of Class B Common Stock, which are exchangeable for Class A Common Stock.
• Between February 27, 2025, and August 26, 2026, Mr. Nonko acquired 540,435 shares of Class A Common Stock upon vesting of restricted stock units.
• During the same period, Mr. Nonko sold 1,265,428 shares of Class A Common Stock through open market transactions under Rule 10b5-1 Trading Plans.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, reflecting ongoing share ownership adjustments and compliance with disclosure requirements rather than significant strategic shifts.

Positives

• Eugene Nonko continues to hold a significant stake in MediaAlpha, Inc., indicating ongoing confidence or strategic interest.
• The acquisition of 540,435 shares through vesting of RSUs demonstrates continued equity participation and potential alignment with company performance.
• The reporting persons are actively managing their holdings, with sales executed under pre-established trading plans, suggesting a structured approach to portfolio management.

Negatives

• The sale of 1,265,428 shares of Class A Common Stock indicates a reduction in the reporting persons' overall stake during the specified period.
• The Class B Common Stock held by O.N.E. Holdings, LLC, while exchangeable, represents a potential dilution factor if fully converted and sold.

Risks

• The Stockholders Agreement mentioned may impose certain voting or governance constraints on the reporting persons.
• Future sales of shares by the reporting persons could exert downward pressure on the stock price if not absorbed by market demand.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from the company. It primarily details past transactions and current ownership levels.

Management Comments

• The Reporting Person may be deemed to be part of a group pursuant to that certain Stockholders Agreement described in Item 6 of the Schedule 13D but each Reporting Person disclaims beneficial ownership of the Common Stock held by the other members of the group.
• By virtue of his position as Manager of O.N.E. Holdings, Mr. Nonko may be deemed to have sole power to vote and dispose of the shares of Class A Common Stock reported owned by O.N.E. Holdings.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are common for significant beneficial owners and often reflect changes in holdings due to vesting, option exercises, or strategic portfolio adjustments. This filing indicates ongoing activity by a key stakeholder in the digital advertising technology sector.

Corporate Governance

Stakeholder Impact

• Shareholders: The reported ownership stake and transactions by Eugene Nonko and O.N.E. Holdings, LLC are relevant for understanding significant shareholder activity and potential market influence.
• Management and Board: The Stockholders Agreement's provision for voting on board designations may impact the composition and decision-making of the Board of Directors.
• Investors: This filing provides transparency into the holdings of a major beneficial owner, aiding investment analysis and due diligence.

Next Steps

• Continued monitoring of Eugene Nonko's and O.N.E. Holdings, LLC's beneficial ownership in MediaAlpha, Inc.
• Observation of any future amendments to Schedule 13D, which would indicate further changes in holdings.
• Analysis of MediaAlpha, Inc.'s financial reports and strategic announcements for context regarding share value and management decisions.

Key Dates

Keywords

MediaAlpha, Schedule 13D, Beneficial Ownership, Eugene Nonko, O.N.E. Holdings, Class A Common Stock, Stockholders Agreement, Insider Trading Plan