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MediaAlpha (MAX) buys Insignia TRA interest at 55% discount, halves liability

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

MediaAlpha, Inc. entered into an Assignment, Assumption and Termination Agreement on June 25, 2026 to purchase Insignia’s interest in its Tax Receivables Agreement (TRA) for $31.0 million in cash.

The purchase price represents a discount of $37.7 million, or 55%, to the estimated total value of Insignia’s TRA-related liability as of March 31, 2026. At that date, the Company’s estimated future liability under the TRA was $123.4 million, of which $68.7 million related to Insignia.

Following these transactions, MediaAlpha estimates that its total remaining TRA liability will be approximately $55.0 million as of June 30, 2026. The Board of Directors, with a majority of independent and disinterested directors, approved the terms. The agreement does not trigger a change of control or early termination under the TRA, and remaining TRA payments continue for other counterparties.

The Company funded the $31.0 million payment using subsidiaries’ cash on hand and borrowings under its secured revolving credit facility, after QL Holdings LLC made a pro rata distribution to its members, including certain directors and executive officers.

Positive

  • MediaAlpha retired an estimated $68.7 million of Insignia-related Tax Receivables Agreement liability by paying $31.0 million in cash, achieving a $37.7 million, or 55%, discount based on the March 31, 2026 valuation.

Negative

  • None.

Insights

MediaAlpha locks in a 55% discount to a sizeable tax receivable liability.

MediaAlpha bought Insignia’s interest in its Tax Receivables Agreement for $31.0 million in cash. This retires an estimated $68.7 million Insignia-related TRA obligation as of March 31, 2026, implying a 55% discount to estimated value.

After the transaction, the Company estimates total remaining TRA liability of about $55.0 million as of June 30, 2026, down from $123.4 million. That is a meaningful reduction in long-term contractual payments in exchange for a modest upfront cash outlay funded with cash and revolving credit.

Board approval by a majority of independent and disinterested directors, and the statement that the agreement does not constitute a change of control or early termination under the TRA, help frame this as a targeted liability management action rather than a broader structural change. Subsequent filings may provide detail on how reduced TRA obligations affect future cash flows.

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, and exhibit attachments filed with this report.
Cash paid for Insignia TRA interest $31.0 million Purchase price under Assignment, Assumption and Termination Agreement on June 25, 2026
Discount to estimated Insignia TRA value $37.7 million (55%) Stated discount versus estimated total value as of March 31, 2026
Total TRA liability as of March 31, 2026 $123.4 million Company’s estimated future liability under the Tax Receivables Agreement
Insignia-related TRA liability $68.7 million Portion of total TRA liability attributable to Insignia as of March 31, 2026
Estimated remaining TRA liability $55.0 million Estimated total remaining TRA liability as of June 30, 2026 after transaction
Tax Receivables Agreement financial
"the Company previously disclosed that it 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
"the Company entered into an Assignment, Assumption and Termination Agreement (the “Agreement”)"
secured revolving credit facility financial
"the Company funded such payment from its subsidiaries’ cash on hand and borrowings under its secured revolving credit facility"
A secured revolving credit facility is a line of borrowing that a company can draw, repay and redraw up to an agreed limit, similar to a business credit card, with the loan backed by specific assets as collateral. It matters to investors because it provides flexible short-term cash when needed and affects a company’s financial strength and risk: having a secured revolver can lower borrowing costs but gives lenders claims on pledged assets if the company can’t repay.
material definitive agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
forward-looking statements regulatory
"Forward-Looking Statements This on 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.
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Understanding 8-K Material Events →
0001818383FALSE00018183832026-06-252026-06-25

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): June 25, 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 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
Assignment, Assumption and Termination Agreement dated June 25, 2026 by and among the Company, Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC.
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: June 29, 2026By:/s/ Jeffrey B. Coyne
Name:Jeffrey B. Coyne
Title:General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did MediaAlpha (MAX) enter into on June 25, 2026?

MediaAlpha entered into an Assignment, Assumption and Termination Agreement with Insignia entities. Under this deal, the company purchased Insignia’s interest in its Tax Receivables Agreement, effectively buying out those TRA-related obligations on negotiated terms approved by its Board of Directors.

How much did MediaAlpha pay to buy Insignia’s TRA interest?

MediaAlpha paid $31.0 million in cash to acquire Insignia’s Tax Receivables Agreement interest. This payment was made using subsidiaries’ cash on hand and borrowings under its secured revolving credit facility, following a pro rata distribution by QL Holdings LLC to its members.

What discount did MediaAlpha achieve on the Insignia TRA liability?

The company stated the $31.0 million payment reflects a $37.7 million, or 55%, discount to the estimated total value as of March 31, 2026. At that date, the Insignia-related portion of the TRA liability was estimated at $68.7 million within a total TRA liability of $123.4 million.

What is MediaAlpha’s remaining Tax Receivables Agreement liability after this transaction?

MediaAlpha estimates that its total remaining liability under the Tax Receivables Agreement will be approximately $55.0 million as of June 30, 2026. Remaining payments under the TRA will continue with respect to the counterparties other than the Insignia entities whose interest was purchased.

Did the TRA buyout cause a change of control or early termination for MediaAlpha?

The company stated that the Assignment, Assumption and Termination Agreement does not constitute a change of control or an early termination under the Tax Receivables Agreement. The structure preserves the existing TRA framework while removing only Insignia’s interest from the arrangement.

How did MediaAlpha fund the $31.0 million TRA payment to Insignia?

MediaAlpha funded the $31.0 million payment from subsidiaries’ cash on hand and borrowings under its secured revolving credit facility. To provide the cash, QL Holdings LLC made a pro rata distribution to its members, which included certain directors and executive officers of the company.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

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