Insignia exits MediaAlpha (NYSE: MAX) in $32.9M share buyback

Rhea-AI Filing Summary

MediaAlpha, Inc. entered into a material agreement to repurchase 3,234,894 shares of its Class A common stock from Insignia entities in a private transaction at $10.17 per share, for an aggregate purchase price of approximately $32.9 million. A special committee of independent, disinterested directors approved the repurchase, which closed on September 4, 2025.

In connection with the transaction, Insignia exchanged an equal number of Class B common shares and Class B-1 units of QL Holdings, LLC for the Class A shares, and after the repurchase Insignia no longer beneficially owns any common stock of MediaAlpha. As a result, Insignia’s board designee, Anthony Broglio, resigned from the Board in accordance with the existing Stockholders Agreement, and his resignation was not due to any disagreement with the company. MediaAlpha also issued a press release about these matters.

Insights

Equity analyst

MediaAlpha buys out a major holder for $32.9M and removes its board designee.

MediaAlpha agreed to repurchase 3,234,894 Class A shares from Insignia at $10.17 per share, totaling about $32.9 million, in a privately negotiated deal that closed on September 4, 2025. A special committee of independent directors approved the terms, and Insignia exchanged an equal number of Class B shares and Class B‑1 units for the repurchased Class A shares.

After this transaction, Insignia no longer beneficially owns any MediaAlpha common stock, so its rights under the Stockholders Agreement to designate a director effectively fall away. Consistent with that agreement, Insignia’s designee, Anthony Broglio, resigned from the Board, and the company states the resignation was not due to any disagreement about operations or policies.

The deal represents a notable cash outlay but also simplifies the ownership structure by removing a principal stockholder and its board representative. Future company filings may provide more detail on how this repurchase affects capital allocation, leverage, and any plans for filling the vacated board seat.

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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 3, 2025

_____________________________

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

On September 3, 2025, MediaAlpha, Inc. (the “Company”) entered into an agreement with Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC (collectively, “Insignia”) whereby the Company agreed to repurchase 3,234,894 shares of its Class A common stock, par value $0.01 per share (the “Class A Common Stock”), beneficially owned by Insignia, in a private transaction at a price of $10.17 per share, for an aggregate purchase price of approximately $32.9 million (the “Share Repurchase”). The transaction closed on September 4, 2025.

A special committee of the Board of Directors of the Company (the “Board”), comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors of the Company, approved the Share Repurchase. Insignia exchanged its 3,234,894 shares of the Class B common stock of the Company, par value $0.01 per share, together with an equivalent number of Class B-1 units of QL Holdings, LLC, the Company’s subsidiary, for the 3,234,894 shares of Class A common stock repurchased by the Company. After giving effect to the Share Repurchase, Insignia no longer beneficially owns any shares of common stock of the Company.

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Share Repurchase, Anthony Broglio, Insignia’s designee to the Board, resigned from the Board, effective upon the closing of the transaction, as required by Section 3.1(b) of the Stockholders Agreement (as defined below).

Under the Stockholders Agreement dated as of October 27, 2020 (as amended, the “Stockholders Agreement”), by and among the Company, Insignia QL Holdings, LLC and Insignia A QL Holdings, LLC (collectively “Insignia”), and the other stockholders party thereto, at such time as a Principal Stockholder (as defined therein) no longer owns at least 2,935,259 shares of the Company’s Common Stock, as defined in the Stockholders Agreement (representing 5% of the Company’s issued and outstanding shares of Common Stock as of the closing of the Company’s initial public offering), such Principal Stockholder is required to promptly cause their remaining designated director to tender their resignation from the Board. As a result of the Share Repurchase, Insignia no longer owns any shares of the Company’s Common Stock, and accordingly Insignia has caused Mr. Broglio, who was Insignia designee to the Board, to tender his resignation as a member of the Board. Mr. Broglio’s resignation was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 7.01 – Regulation FD Disclosure

On September 4, 2025, the Company issued a press release related to the matter described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Press release dated September 4, 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.

			MediaAlpha, Inc.
Date: September 5, 2025			By:			/s/ Jeffrey B. Coyne
						Name:			Jeffrey B. Coyne
						Title:			General Counsel & Secretary

FAQ

What did MediaAlpha (MAX) announce in this 8-K filing?

MediaAlpha reported that it entered into a material definitive agreement with Insignia entities to repurchase 3,234,894 shares of its Class A common stock in a private transaction for approximately $32.9 million, and that the transaction closed on September 4, 2025.

How many MediaAlpha shares were repurchased from Insignia and at what price?

The company agreed to repurchase 3,234,894 shares of MediaAlpha Class A common stock beneficially owned by Insignia at a price of $10.17 per share, for an aggregate purchase price of approximately $32.9 million.

What is Insignia’s ownership in MediaAlpha after the share repurchase?

Following the share repurchase and related exchanges, Insignia no longer beneficially owns any shares of MediaAlpha’s common stock, according to the disclosure.

Why did director Anthony Broglio resign from MediaAlpha’s Board?

Anthony Broglio, Insignia’s designee to the Board, resigned effective upon the closing of the transaction because the Stockholders Agreement requires a principal stockholder’s designee to resign once that stockholder no longer owns at least 2,935,259 shares of MediaAlpha common stock.

Was Anthony Broglio’s resignation due to a disagreement with MediaAlpha?

No. The company states that Mr. Broglio’s resignation from the Board was not the result of any disagreement regarding MediaAlpha’s operations, policies or practices.

Who approved the MediaAlpha share repurchase from Insignia?

A special committee of the Board of Directors, made up solely of independent and disinterested directors not affiliated with Insignia, approved the share repurchase under authority delegated by the full Board.

Did MediaAlpha issue a press release about the Insignia share repurchase?

Yes. MediaAlpha issued a press release on September 4, 2025 related to the share repurchase and associated matters, which is furnished as Exhibit 99.1 to the filing.