Nonko Eugene 4

What Happened

• Eugene Nonko, a director of MediaAlpha, had 18,294 derivative units converted into 18,294 shares of Class A common stock on 2026-02-15. The Form 4 records an "acquired" conversion for 18,294 shares at $0.00 (total $0) and a simultaneous "disposed" entry for 18,294 shares at $0.00 (total $0). This was not a cash purchase or open-market sale of shares.

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-17 (appears to be timely — within normal 2-business-day reporting window).
• Acquired: 18,294 shares via conversion/exercise of a derivative (reported at $0.00).
• Disposed: 18,294 shares (reported at $0.00) — the filing does not explicitly state the reason for the disposition.
• Shares owned after transaction: not disclosed in the summary data provided.
• Relevant footnotes from the filing:
  • F1: One share of Class A common stock was issued upon vesting of each RSU.
  • F2: Each RSU represents a contingent right to one share (or, at the Compensation Committee's option, cash of equivalent value).
  • F3: One-sixteenth of the RSUs vested May 15, 2022; the remainder vested in equal quarterly installments through Feb 15, 2026, subject to continued service.

Context

• This was a conversion/vesting event for RSUs (derivative-to-stock conversion), not a buy that signals new insider confidence. Filings with matching zero-dollar "disposed" entries commonly reflect share surrender/withholding or administrative settlement related to vesting, though this Form 4 does not explicitly label the disposition as tax withholding.
• For retail investors: conversions of RSUs into shares are routine compensation events. Purchases are generally more informative about insider sentiment than routine vesting/conversion transactions.