Every 8-K that Mediaalpha Inc (MAX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MAX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MAX filings page.
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.
MediaAlpha reported record second‑quarter 2026 revenue of $316.9 million, up 26% year over year, driven mainly by its Property & Casualty insurance marketplace. Net income was $41.8 million versus a $(22.5) million loss a year earlier, while Adjusted EBITDA rose to $29.3 million. Gross margin was 14.3% and Contribution Margin 14.9%, both slightly below the prior year as mix and costs shifted.
The business is now heavily weighted to P&C, which contributed 97.4% of revenue; Health insurance revenue declined sharply. The company repurchased 2.2 million shares for $20 million in the quarter and bought a tax receivables agreement liability with a $69 million book value for $31 million. For third‑quarter 2026, it guides to revenue of $330–$355 million and Adjusted EBITDA of $32.0–$35.0 million, and for full‑year 2026 expects $90–$100 million of free cash flow.
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.
MediaAlpha, Inc. has appointed Lauren StClair to its Board of Directors, filling a Class I vacancy, effective May 15, 2026. She will also serve on the Audit Committee.
StClair is currently Chief Financial Officer of Slice Technologies and previously served as CFO of NerdWallet after 13 years in senior finance roles at eBay. Her compensation and indemnification will align with existing non-employee director arrangements, with no related-party or Item 404(a) transactions disclosed.
The company highlights its scale as a programmatic customer acquisition platform for insurance carriers, with over 1,150 active partners, more than 141 million consumer referrals in 2025, and $2.2 billion in advertising spend powered in 2025.
MediaAlpha, Inc. held its 2026 annual stockholder meeting on May 5, 2026, with strong turnout as 54,039,026 shares were present, representing approximately 85.2% of shares entitled to vote. Stockholders elected Venmal (Raji) Arasu and Kathy Vrabeck as Class III directors for three-year terms ending at the 2029 annual meeting. Arasu received 47,039,778 votes in favor and Vrabeck received 42,090,865 votes in favor, each winning by more than a majority of votes cast.
Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 53,982,471 votes for, 51,004 against, and 5,551 abstentions.
MediaAlpha, Inc. reported strong first-quarter 2026 results, with revenue of $310.0 million, up 17% year over year, driven mainly by property & casualty insurance advertising. Net income was $14.0 million, compared with a net loss of $2.3 million a year earlier, while Adjusted EBITDA rose to $31.4 million from $29.4 million.
Property & Casualty revenue was $292.8 million, or 94.4% of total revenue, as Health insurance revenue declined to $11.2 million. Gross margin slipped to 15.1% and Contribution Margin to 15.7%. The company refinanced its debt with a new $150 million term loan and $60 million revolver maturing in 2031.
MediaAlpha repurchased about 2.6 million shares for $25 million year to date, totaling 3.7 million shares under its $100 million program, representing 10% of outstanding shares. For Q2 2026, it guides revenue of $290–$310 million, Contribution of $45.5–$48.5 million, and Adjusted EBITDA of $28.0–$30.5 million, implying high-teens growth, especially excluding the under-65 Health business.
MediaAlpha, Inc., through subsidiaries QuoteLab and QL Holdings, entered into an amended and restated credit agreement. The new facility includes a five-year senior secured term loan of $150 million to refinance existing term debt and support general corporate purposes, plus a five-year senior secured revolving credit facility with $60 million in commitments.
Both facilities are guaranteed by QL Holdings and secured by substantially all assets of the borrower and guarantor. Borrowings accrue interest at Term SOFR, Daily Simple SOFR or an Alternate Base Rate, each plus a margin tied to the borrower’s consolidated total net leverage ratio, ranging from 2.00%–3.00% for SOFR-based loans and 1.00%–2.00% for Alternate Base Rate loans. The loans mature on March 25, 2031 and the term loan amortizes quarterly starting with the quarter ending June 30, 2026.
MediaAlpha, Inc. announced that director Lara Sweet will not stand for reelection at the 2026 annual meeting for personal reasons, so her term will end on May 5, 2026. The board’s Nominating and Corporate Governance Committee has begun searching for a replacement, and Kathy Vrabeck is expected to serve as interim Audit Committee Chair.
The Compensation Committee also changed 2026 long-term incentives for executive officers so that 25% of target value is in performance share units and 75% in time-based restricted share units. The performance units are tied to Adjusted EBITDA goals for fiscal 2026, 2027, and 2028, with payouts ranging from 0% to 200% of target based on preset thresholds.
MediaAlpha reported a record 2025, with full-year revenue of $1.11 billion, up 29%, and Transaction Value of $2.16 billion, up 45%, driven mainly by Property & Casualty insurance. Net income rose to $26.8 million and Adjusted EBITDA reached $113.7 million.
Fourth-quarter revenue slipped 3% to $291.2 million, but net income jumped to $34.0 million while Adjusted EBITDA declined to $30.8 million. P&C Transaction Value grew 65% for the year, while Health declined 32%.
The board doubled the share repurchase authorization from $50 million to $100 million; $47 million was used in 2025 to buy back 4.4 million shares. Management expects to complete the vast majority of the enhanced program by the end of 2026. First-quarter 2026 guidance calls for mid-teens revenue and Transaction Value growth and modest Adjusted EBITDA growth.
MediaAlpha, Inc. approved and implemented an amended and restated set of corporate by-laws on December 10, 2025. The changes revise how stockholder meetings are run, including what business can be conducted, how stockholders can propose matters, the voting standard to adjourn meetings to a majority of votes cast, and removal of the prior cap on how many proxies a stockholder may authorize.
The updates also adjust rules for electing and removing directors, including those nominated under the company’s Stockholders Agreement and their committee service, and clarify that directors may receive compensation beyond what is described in one section of the by-laws. The revisions further clarify the scope of indemnification for directors and officers as permitted by Delaware law, remove now-irrelevant Stockholders Agreement references, reflect recent Delaware law changes, and delete an article that had addressed payment of litigation costs in certain legal actions.
MediaAlpha, Inc. reported that on December 4, 2025, director Christopher Delehanty resigned from its Board of Directors. He had served on the Board since July 2020 and was previously a director of the company’s QL Holdings, LLC subsidiary from 2017 to 2020.
The company states that his resignation is part of a broader Board transition process following MediaAlpha’s change in 2024 from being a controlled company. It also notes that his decision to step down was not due to any disagreement with the company regarding its operations, policies, or practices.
MediaAlpha, Inc. appointed Ramon Jones to its Board of Directors, filling the existing Class I vacancy. He is also expected to be appointed to the Audit Committee. Jones most recently served as Executive Vice President and Chief Marketing Officer at Nationwide from November 2019 to March 2025, following a 25-year tenure in senior roles at the company, and earlier worked in Accenture’s Financial Services Strategy Practice.
His compensation will follow the Non-Employee Director Compensation Policy, and the company will enter into a standard-form indemnification agreement. The company reported no arrangements, family relationships, or related-party transactions under Item 404(a). A press release announcing the appointment was furnished as Exhibit 99.1.
MediaAlpha, Inc. (MAX) reported two updates: it furnished its third‑quarter 2025 results via a press release and shareholder letter, and its board authorized a new share repurchase program for up to $50 million of Class A common stock.
The repurchases may be executed through open market purchases, privately negotiated transactions, preset trading plans, block trades, or a combination of these methods. The program is expected to be completed by the end of 2026, may be suspended or discontinued at any time, and does not obligate the company to repurchase any shares. The Q3 2025 press release (Exhibit 99.1) and shareholder letter (Exhibit 99.2) include GAAP-to-non‑GAAP reconciliations.
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.