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MediaAlpha lifts Q3 2026 outlook, names CFO

MediaAlpha names a returning finance executive as CFO while signaling Q3 2026 results at or above the high end of prior guidance.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) announced a planned chief financial officer transition and an upward update to expectations for its third quarter 2026 results. The board appointed Tigran Sinanyan as Chief Financial Officer and Treasurer, as well as principal financial and accounting officer, effective October 1, 2026, under a new employment agreement that includes a $475,000 annual base salary, a 2026 target bonus of $293,200, a target bonus from 2027 onward equal to 70% of base salary, and a restricted stock unit award with a grant date value of $252,100 vesting over four years. The agreement also provides severance, bonus, equity acceleration, and health benefit continuation protections in the event of certain qualifying terminations, with enhanced benefits if such a termination occurs in connection with a change of control. Current CFO Patrick Thompson will step down as CFO effective October 1, 2026, continue to serve until that date to transition his responsibilities, then act as a consultant through February 26, 2027 and continue vesting specified RSUs, and the company states his departure is not related to any disagreement on financial or other matters. Separately, MediaAlpha now expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above the top end of the previously disclosed guidance ranges.

Positive

  • Third quarter 2026 Revenue, Contribution, and Adjusted EBITDA are now expected to be at or above the top end of previously disclosed guidance ranges, signaling stronger near-term financial performance than initially projected.
  • The new CFO, Tigran Sinanyan, has prior experience as MediaAlpha’s CFO from 2015 to 2021 and VP of Finance from 2012 to 2015, providing continuity and deep familiarity with the business.
  • MediaAlpha highlights scale in its platform, with more than 1,150 active partners, approximately 141 million Consumer Referrals and $2.2 billion in advertising spend powered in 2025, underscoring its market position.

Negative

  • Chief Financial Officer Patrick Thompson will step down from the CFO role effective October 1, 2026, creating a senior leadership change in the finance organization, although the company states there is no disagreement on financial or other matters.

Insights

Analyzing...

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New CFO base salary $475,000 per year Annual base salary for Tigran Sinanyan under the employment agreement
2026 target bonus for new CFO $293,200 Weighted-average target incentive bonus for 2026 for Tigran Sinanyan
Target bonus percentage from 2027 70% of annual base salary Target incentive bonus level for Tigran Sinanyan starting in 2027
RSU grant value for new CFO in 2026 $252,100 Grant date value of restricted stock unit award for Tigran Sinanyan
Severance period for Qualifying Termination 12 months of base salary Severance payment duration for Tigran Sinanyan upon Qualifying Termination
Additional severance on change of control 6 months of base salary Extra severance payment if Qualifying Termination occurs around a change of control
Consumer Referrals in 2025 141,000,000+ referrals Consumer Referrals generated by MediaAlpha’s platform in 2025
Advertising spend powered in 2025 $2.2 billion Advertising spend powered by MediaAlpha’s programmatic technology in 2025
Qualifying Termination regulatory
"if Mr. Sinanyan’s employment is terminated by the Company other than for Cause... (each, a “Qualifying Termination”)"
Good Reason regulatory
"if he resigns for Good Reason (as defined in the Employment Agreement)"
change of control financial
"in the event of a Qualifying Termination within three months preceding or 12 months following a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
restricted stock unit financial
"grant Mr. Sinanyan a restricted stock unit (“RSU”) award covering a number of shares"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Adjusted EBITDA financial
"expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Contribution financial
"expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above"
Revenue At or above the top end of the previously disclosed guidance range Raised to at or above prior top-end guidance
Contribution At or above the top end of the previously disclosed guidance range Raised to at or above prior top-end guidance
Adjusted EBITDA At or above the top end of the previously disclosed guidance range Raised to at or above prior top-end guidance
Guidance

MediaAlpha now expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above the top end of the guidance ranges disclosed in its July 29, 2026 second quarter earnings release.

FAQ

What CFO changes did MediaAlpha (MAX) announce in this filing?
MediaAlpha announced that Patrick Thompson will step down as CFO effective October 1, 2026, and that Tigran Sinanyan, currently Senior Vice President of Finance, will become Chief Financial Officer and Treasurer as of that date.

What are MediaAlpha’s updated expectations for Q3 2026 financial results?
MediaAlpha now expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above the top end of the guidance ranges previously disclosed in its July 29, 2026 second quarter earnings release.

What compensation terms were disclosed for the new CFO of MediaAlpha (MAX)?
The employment agreement for Tigran Sinanyan provides an annual base salary of $475,000, a 2026 target bonus of $293,200, a target bonus from 2027 onward equal to 70% of base salary, and a restricted stock unit award valued at $252,100 vesting over four years.

What severance protections does MediaAlpha’s new CFO have?
Upon a Qualifying Termination, the agreement provides 12 months of base-salary severance, a prorated target bonus (with a six-month minimum), 12 months of accelerated vesting for time-based equity, and 12 months of Company health insurance contributions, with enhanced benefits if tied to a change of control.

How long will Patrick Thompson remain involved with MediaAlpha after stepping down as CFO?
Patrick Thompson will remain CFO until October 1, 2026, his last employment day will be October 30, 2026, and he will then serve as a consultant through February 26, 2027, continuing to vest specified restricted stock unit awards.

What scale metrics about MediaAlpha’s platform were disclosed?
MediaAlpha reports having more than 1,150 active partners, generating over 141 million Consumer Referrals in 2025, and powering about $2.2 billion in advertising spend in 2025 across property & casualty, health, life, and other insurance and related industries.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001818383FALSE00018183832026-09-022026-09-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 2, 2026
_____________________________
MediaAlpha, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________
Delaware001-3967185-1854133
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
700 South Flower Street, Suite 640
Los Angeles, California
90017
(Address of Principal Executive Offices)(Zip Code)
(213) 316-6256
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, $0.01 par valueMAXNew York Stock Exchange
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     o
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c)    Appointment of Chief Financial Officer

On September 2, 2026, the Board of Directors (the “Board”) of MediaAlpha, Inc. (the “Company”) approved the appointment of Tigran Sinanyan as Chief Financial Officer and Treasurer, principal financial officer and principal accounting officer effective October 1, 2026. The Company and Mr. Sinanyan entered into an Employment Agreement, the terms of which are described below.

Tigran Sinanyan, age 44, has served as Senior Vice President, Finance and Corporate Development of the Company since July 2025. Mr. Sinanyan previously served as the Company’s Chief Financial Officer from August 2015 to October 2021, and Vice President, Finance from January 2012 to August 2015. Prior to rejoining the Company, Mr. Sinanyan served as Chief Financial Officer of SmartFinancial, a digital insurance marketplace, from January 2025 to July 2025. From January 2022 to January 2025, Mr. Sinanyan served as an independent consultant and board member to several marketplace businesses in the performance marketing and ad tech sectors, spanning both insurance and non-insurance verticals. Mr. Sinanyan received a bachelor of science degree in Business Administration from the University of California, Berkeley, Haas School of Business.

There is no arrangement or understanding between Mr. Sinanyan and any other persons in connection with Mr. Sinanyan’s appointment as the Company’s Chief Financial Officer and Treasurer (other than the Employment Agreement), there are no family relationships between Mr. Sinanyan and any director or executive officer of the Company, and Mr. Sinanyan does not have any transactions reportable under Item 404(a) of Regulation S-K.

The Employment Agreement provides that Mr. Sinanyan will be (a) paid an annual base salary of $475,000, which will be reviewed annually, and may be increased but not decreased, (b) eligible to receive annual incentive bonuses under the Company’s annual bonus program applicable to its senior executive officers, as established by the Compensation Committee of the Board, with his target incentive amount set (i) for 2026, the weighted average of his target bonus for his prior position and new position (adjusted based on time in each role), or $293,200, and (ii) starting in 2027, at 70% of his annual base salary, and (c) eligible to receive annual equity awards beginning in calendar year 2027.

The Employment Agreement also provides that the Company will grant Mr. Sinanyan a restricted stock unit (“RSU”) award covering a number of shares of the Company’s Class A common stock having a total grant date value equal to $252,100, so that Mr. Sinanyan’s total RSU awards for 2026 reflect a weighted average RSU award for his prior position and new position (adjusted based on time in each role). Such award will vest over a four-year period, subject to Mr. Sinanyan’s continued employment through the relevant vesting dates. The number of shares of the Company’s Class A common stock subject to the RSU award will be determined by dividing the applicable grant date value by the average closing price of the Company’s Class A common stock for the 10-day period ended the Friday immediately preceding the effective date of his appointment.

The Employment Agreement provides that, if Mr. Sinanyan’s employment is terminated by the Company other than for Cause (as defined in the Employment Agreement), or if he resigns for Good Reason (as defined in the Employment Agreement) (each, a “Qualifying Termination”), then, subject to the execution of a release of claims against the Company, Mr. Sinanyan will be entitled to receive (a) a severance payment in the form of continued salary payments in an amount equal to 12 months of his monthly base salary, (b) his target annual incentive bonus for the year in which the termination occurs, prorated based on the completed portion of the applicable performance period through the date of termination (subject to a six-month minimum), payable in installments over the severance period, (c) accelerated vesting of all time-based equity awards held by him that would have vested during the period of 12 months following his termination date, and (d) continued payment of Company contributions to the cost of health insurance for Mr. Sinanyan and his dependents for a period of 12 months following his termination date.

The Employment Agreement also provides that, in the event of a Qualifying Termination within three months preceding or 12 months following a change of control of the Company (as defined in the Company’s Omnibus Incentive Plan), Mr. Sinanyan will be entitled to the same benefits and payments described above, and the following additional benefits: (a) an additional severance payment equal to six months of his monthly base salary, which amount, together with any unpaid portion of his severance and target bonus set forth in the preceding paragraph, will be payable in a lump sum upon the later to occur of his termination date or such change of control, (b) accelerated vesting of all time-based equity awards held by him, and (c) continued payment of Company health insurance contributions for an additional six months.




The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference.


(b)    Departure of Chief Financial Officer

On September 2, 2026, Patrick Thompson, the Company’s Chief Financial Officer, principal financial officer and principal accounting officer, notified the Company of his intention to step down as Chief Financial Officer. Mr. Thompson has agreed to continue to serve as Chief Financial Officer until October 1, 2026 to assist with an effective transition of his duties and responsibilities. Accordingly, on September 2, 2026, Mr. Thompson and the Company entered into a transition agreement (the “Transition Agreement”). Mr. Thompson’s last day of employment will be October 30, 2026. Under the Transition Agreement, following execution of a standard release, Mr. Thompson will serve as a consultant to the Company through February 26, 2027 and continue to vest his outstanding restricted stock unit awards that were scheduled to vest through that date.

Mr. Thompson has confirmed that this transition is not related to any disagreement with the Company on any matter relating to its accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise).

In connection with Mr. Thompson’s departure, pursuant to the terms of the Employment Agreement dated November 2, 2021 (the “Thompson Agreement”) between the Company, QuoteLab, LLC and Mr. Thompson, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2021, Mr. Thompson is entitled to certain benefits based on his resignation for Good Reason (as defined in the Thompson Agreement) in exchange for the execution of a general settlement and release agreement in substantially the form attached as an exhibit to the Thompson Agreement.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.2 and incorporated by reference. .
Item 7.01 Regulation FD Disclosure

On September 3, 2026, the Company issued a press release related to the matter described above.

In such press release, the Company also provided an update regarding its expectations for the third quarter of 2026. The Company now expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above the top end of its previously disclosed guidance ranges included in its second quarter earnings release issued on July 29, 2026. Please refer to the Company’s second quarter earnings release for such guidance ranges and information regarding such financial measures.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release and this information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.


ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
10.1
Employment Agreement dated as of September 2, 2026, by and among Tigran Sinanyan, QuoteLab LLC, and MediaAlpha, Inc.
10.2
Transition Agreement dated as of September 2, 2026, by and among Patrick Thompson, QuoteLab LLC, and MediaAlpha, Inc.
99.1
Press release dated September 3, 2026.
104Cover 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: September 3, 2026By:/s/ Jeffrey B. Coyne
Name:Jeffrey B. Coyne
Title:General Counsel & Secretary

Exhibit 99.1
MediaAlpha Announces Chief Financial Officer Transition
Tigran Sinanyan, SVP of Finance and Former CFO, to Succeed Pat Thompson as CFO
Third Quarter 2026 Results Expected to Be At or Above the Top End of Previously Disclosed Guidance Ranges
LOS ANGELES, September 3, 2026 (GLOBE NEWSWIRE) — MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company"), the insurance industry’s leading programmatic customer acquisition platform, today announced that Pat Thompson will step down as Chief Financial Officer (CFO), effective October 1, 2026. Tigran Sinanyan, the Company’s Senior Vice President (SVP) of Finance, will succeed Mr. Thompson as CFO as of that date. Mr. Sinanyan served as MediaAlpha's CFO from 2015 to 2021, and as VP of Finance from 2012 to 2015, leading the finance team through a period of significant growth that included the Company's 2020 IPO. He rejoined the Company as SVP of Finance in July 2025.
“On behalf of everyone at MediaAlpha, I want to thank Pat for his many contributions over the past five years,” said Steve Yi, CEO and Co-Founder of MediaAlpha. “Pat has been a key leader of our company, guiding the organization through a generational downturn in the P&C insurance industry and helping to drive the record financial performance we are now delivering. He also built a strong financial organization that will support MediaAlpha’s robust growth for many years to come. I am personally grateful for Pat's steadfast partnership over these five years, and we wish him continued success in all that comes next. We are also very excited to welcome Tigran back into the CFO role. Tigran’s deep knowledge of our business, our partners and our industry, and his financial and business acumen, make him an ideal financial leader for MediaAlpha as we pursue our strategic growth agenda.”
“It has been a privilege to serve as MediaAlpha’s CFO,” said Mr. Thompson. “I’m proud of the record results that our team has delivered, and I’m confident the Company is in excellent hands with Tigran. I am dedicated to ensuring a smooth handoff and continuing to support the company in the coming months.”
“MediaAlpha is an extraordinary company, and having been part of its executive leadership in both operations and finance, I’ve had the privilege of helping build and scale the business from its early days," said Mr. Sinanyan. "During my tenure at MediaAlpha, I have gained a deep, end-to-end understanding of what makes our programmatic platform and partner relationships successful, and as CFO I look forward to working closely with the broader leadership team to continue driving disciplined growth and long-term value for our shareholders.”
Mr. Thompson’s last day will be October 30, 2026, and he will continue as a consultant to the Company through February 2027 to ensure an effective transition of duties.


Updated Third Quarter 2026 Guidance
MediaAlpha also provided an update regarding its expectations for the third quarter of 2026. The Company now expects third quarter 2026 Revenue, Contribution, and Adjusted EBITDA to be at or above the top end of the previously disclosed guidance ranges included in its second quarter earnings release issued on July 29, 2026. Please refer to the Company’s second quarter earnings release for such guidance ranges and information regarding such financial measures.
About MediaAlpha
We believe we are the insurance industry’s leading programmatic customer acquisition platform. With more than 1,150 active partners, in addition to our agent partners, we connect insurance carriers with online shoppers and generated over 141 million Consumer Referrals in 2025. Our programmatic advertising technology powered $2.2 billion in spend in 2025 on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries. For more information, please visit www.mediaalpha.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s management transition, its expectations regarding its business and future performance, and its expectations regarding the Company’s financial guidance for the third quarter. Words such as “will,” “expect,” “anticipate,” “believe,” “intend,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are not historical facts, and 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 the Company’s control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially, including those described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements after the date of this press release, except as required by law.
Investor Relations Contact
Investors@mediaalpha.com
Media Contact
PR@mediaalpha.com


Source: View Original Filing on SEC EDGAR

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