MediaAlpha repurchases TRA stake at 47% discount

MediaAlpha, Inc. (MAX) entered into an Assignment, Assumption and Termination Agreement on September 9, 2026 with Parallaxes Mars, LLC and affiliated entities to purchase their interest in the company’s Tax Receivables Agreement (TRA).

Available on EDGAR 09/09/2026 - 09:02 AM EDT Accepted by SEC EDGAR 09/09/2026 - 09:02 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

MediaAlpha, Inc. (MAX) entered into an Assignment, Assumption and Termination Agreement on September 9, 2026 with Parallaxes Mars, LLC and affiliated entities to purchase their interest in the company’s Tax Receivables Agreement (TRA).

The company paid $12.0 million in cash to acquire PLX’s TRA-related liabilities, which the company describes as a $10.7 million, or 47%, discount to the estimated total value of that interest as of June 30, 2026. As of that date, the company’s estimated future liability under the TRA was $54.7 million, of which $22.7 million related to PLX. Following this transaction, the company estimates its total remaining TRA liability will be approximately $32 million as of September 30, 2026. The board of directors, with a majority of independent and disinterested directors, approved the transaction under the company’s Policy and Procedures Governing Related Person Transactions. To fund the purchase, QL Holdings LLC, a partnership subsidiary, made a pro rata distribution to its members, including certain directors and executive officers, which provided cash for the company’s payment.

Positive

• $22.7 million of TRA obligations tied to PLX were settled for $12.0 million, a 47% discount to estimated value, reducing the estimated total TRA liability to about $32 million.

Negative

• None.

Filing Explained

The September 9 agreement was completed: MediaAlpha acquired only PLX’s TRA interest, without a change of control or early termination; payments to the remaining TRA counterparties continue.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash paid to purchase PLX TRA interest: $12.0 million Discount to estimated PLX TRA value: $10.7 million (47%) Total estimated TRA liability: $54.7 million +2 more

5 metrics

Cash paid to purchase PLX TRA interest $12.0 million Consideration under the Assignment, Assumption and Termination Agreement dated September 9, 2026

Discount to estimated PLX TRA value $10.7 million (47%) Difference between estimated total value of PLX TRA interest and $12.0 million price as of June 30, 2026

Total estimated TRA liability $54.7 million Estimated future liability under the TRA as of June 30, 2026

PLX-related portion of TRA liability $22.7 million Part of the TRA liability attributable to PLX as of June 30, 2026

Estimated remaining TRA liability Approximately $32 million Estimated total remaining liability under the TRA as of September 30, 2026 after the transaction

Key Terms

Tax Receivables Agreement, Assignment, Assumption and Termination Agreement, pro rata distribution, related person transactions, +1 more

5 terms

Tax Receivables Agreement financial

"the Company is a party to a Tax Receivables Agreement dated October 27, 2020"

A tax receivables agreement is a contract in which a company agrees to share future tax savings or refunds that arise from pre-existing tax attributes (for example, loss carryforwards or basis step-ups) with certain former owners or other holders. For investors this matters because the agreement creates a predictable future cash outflow that reduces the company’s free cash flow and can lower the value available to public shareholders—think of it like promising to split future tax refunds with others.

Assignment, Assumption and Termination Agreement financial

"entered into an Assignment, Assumption and Termination Agreement (the “Agreement”)"

pro rata distribution financial

"QLH ... made a pro rata distribution to its members"

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

related person transactions regulatory

"Policy and Procedures Governing Related Person Transactions"

Transactions between a company and individuals or entities that have close relationships to the company’s insiders or major owners, such as executives, directors, their family members, or firms they control. These deals matter to investors because they can affect the company's finances or fairness—like a shop owner buying supplies from a relative’s business, which could be normal but might also favor the relative or mask conflicts of interest—so transparency and terms are closely watched.

forward-looking statements regulatory

"contains forward-looking statements, including, without limitation, statements regarding the Company’s Tax Receivables Agreement"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did MediaAlpha (MAX) enter into on September 9, 2026?

MediaAlpha entered into an Assignment, Assumption and Termination Agreement with Parallaxes Mars, LLC and affiliates, under which the company purchased those entities’ interest in its Tax Receivables Agreement (TRA).

How much did MediaAlpha (MAX) pay to repurchase the PLX TRA interest?

MediaAlpha paid $12.0 million in cash to purchase PLX’s interest in the Tax Receivables Agreement, which the company describes as a $10.7 million, or 47%, discount to the estimated total value as of June 30, 2026.

What was MediaAlpha’s total estimated TRA liability before this transaction?

As of June 30, 2026, MediaAlpha estimated its future liability under the Tax Receivables Agreement at $54.7 million, of which $22.7 million related to the PLX counterparties whose interest was repurchased.

What is MediaAlpha’s estimated remaining TRA liability after the PLX buyout?

Following consummation of the transactions, MediaAlpha estimates its total remaining liability under the Tax Receivables Agreement will be approximately $32 million as of September 30, 2026, with payments continuing to the remaining counterparties.

How was the MediaAlpha (MAX) TRA buyout funded?

The company funded the $12.0 million payment from its subsidiaries’ cash balances. To provide cash, QL Holdings LLC made a pro rata distribution to its members, which included certain directors and executive officers of MediaAlpha.

How was the TRA transaction approved within MediaAlpha’s governance framework?

The terms were approved by MediaAlpha’s board of directors, a majority of whom are described as independent and disinterested and independent of the TRA counterparties, in accordance with the company’s Policy and Procedures Governing Related Person Transactions.

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

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0001818383FALSE00018183832026-09-092026-09-09

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 9, 2026

_____________________________

MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware			001-39671			85-1854133
(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):
o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-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 class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, $0.01 par value

MAX

New 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 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 September 9, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the “Agreement”) with Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC (collectively, “PLX”), pursuant to which the Company purchased PLX’s interest in the TRA. The Company purchased these liabilities for $12.0 million in cash, a discount of $10.7 million, or 47%, to the estimated total value as of June 30, 2026.

As of June 30, 2026, the Company’s estimated future liability under the TRA was $54.7 million, of which $22.7 million related to PLX. Following consummation of these transactions, the Company estimates that the total remaining liability under the TRA will be approximately $32 million as of September 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 balances. To provide the Company with the cash to purchase PLX’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 Forms 10-Q filed on April 29, 2026 and July 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			Assignment, Assumption and Termination Agreement dated September 9, 2026 by and among the Company, Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC.
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: September 9, 2026			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 51.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB