0001818383FALSE00018183832025-11-102025-11-10
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): November 10, 2025
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MediaAlpha, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 001-39671 | 85-1854133 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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)
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| 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): |
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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| 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 |
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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 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
(d) On November 10, 2025, the Board of Directors (the “Board”) of MediaAlpha, Inc. (the “Company”) appointed Ramon Jones as a member of the Board, filling the existing vacancy in Class I of the Board. Mr. Jones is also expected to be appointed as a member of the Company’s Audit Committee.
From November 2019 to March 2025, Mr. Jones served as Executive Vice President and Chief Marketing Officer of Nationwide Mutual Insurance Company ("Nationwide"), a Fortune 100 provider of insurance and financial services. Prior to such role, Mr. Jones served in several senior marketing, strategy and general leadership positions at Nationwide over his 25 year career with the company. Before joining Nationwide, Mr. Jones was a Manager in Accenture's Financial Services Strategy Practice, where he advised major insurance carriers on customer segmentation, distribution channel strategy, and digital transformation initiatives. Mr. Jones holds a Bachelor of Science degree in Business Administration from Villanova University and a Master of Business Administration degree from The Wharton School, University of Pennsylvania.
Mr. Jones’ compensation will be consistent with that provided to the Company’s non-employee directors pursuant to the Company’s Non-Employee Director Compensation Policy. In addition, the Company will enter into an indemnification agreement with Mr. Jones in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.
There is no arrangement or understanding between Mr. Jones and any other person pursuant to which Mr. Jones was appointed to the Board. There are no family relationships between Mr. Jones and any director or executive officer of the Company, and Mr. Jones has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On November 13, 2025, the Company issued a press release announcing Mr. Jones’ appointment to the Board, as discussed in Item 5.02(d) of this Current Report on Form 8-K. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and 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
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Exhibit No. | Description |
99.1 | Press release dated November 13, 2025. |
| 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.
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| MediaAlpha, Inc. |
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| Date: November 13, 2025 | By: | /s/ Jeffrey B. Coyne |
| | Name: | Jeffrey B. Coyne |
| | Title: | General Counsel & Secretary |
