MediaAlpha Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$MAX
Real Estate
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 25, 2026
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | |||||
Item 1.01 Entry into a Material Definitive Agreement.
MediaAlpha, Inc. (the “Company”) previously disclosed that it is a party to a Tax Receivables Agreement dated October 27, 2020 (as amended, the “TRA”), pursuant to which, among other things, the Company will pay the counterparties to the TRA 85% of the cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or in some cases is deemed to realize) as a result of increases in the tax basis of the assets of QL Holdings LLC (“QLH”) due to exchanges of Class B-1 units of QLH and certain other events.
On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the “Agreement”) with Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC (collectively, “Insignia”), pursuant to which the Company purchased Insignia’s interest in the TRA. The Company purchased these liabilities for $31.0 million in cash, a discount of $37.7 million, or 55%, to the estimated total value as of March 31, 2026.
As of March 31, 2026, the Company’s estimated future liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. Following consummation of these transactions, the Company estimates that the total remaining liability under the TRA will be approximately $55.0 million as of June 30, 2026.
The terms of the foregoing transactions were approved by the Company’s Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates, including in accordance with the Company’s Policy and Procedures Governing Related Person Transactions.
The Agreement does not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties.
The Company funded such payment from its subsidiaries’ cash on hand and borrowings under its secured revolving credit facility. To provide the Company with the cash to purchase Insignia’s TRA interest, QLH (a partnership subsidiary of the Company) made a pro rata distribution to its members, which included certain directors and executive officers of the Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 and is incorporated by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements regarding the Company’s Tax Receivables Agreement and the estimated total remaining liability under the Tax Receivables Agreement. These forward-looking statements are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including those more fully described in MediaAlpha’s filings with the Securities and Exchange Commission, including the Form 10-K filed on February 23, 2026 and the Form 10-Q filed on April 29, 2026. These factors should not be construed as exhaustive. MediaAlpha disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this Current Report on Form 8-K.
ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MediaAlpha, Inc. | |||||||||||
| Date: June 29, 2026 | By: | /s/ Jeffrey B. Coyne | |||||||||
| Name: | Jeffrey B. Coyne | ||||||||||
| Title: | General Counsel & Secretary | ||||||||||