Business Context and Reporting Period
This Form 8-K Current Report was filed by MediaAlpha, Inc. on May 7, 2024, covering events occurring on that date and the closing of the transaction on May 10, 2024. The filing details an underwritten secondary public offering of Class A common stock.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial event reported is the sale of 7,590,000 shares of Class A common stock by Selling Stockholders. The Company will not receive any proceeds from this sale.
Material Changes
- Secondary Offering: The Company, along with subsidiaries Guilford Holdings, Inc. and QL Holdings LLC, entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.
- Share Volume: An aggregate of 7,590,000 shares were sold, including 990,000 shares pursuant to an over-allotment option.
- Selling Parties: Shares were sold by stockholders affiliated with White Mountains Insurance Group Ltd. and Insignia Capital Group L.P. No other stockholders participated in the sale.
- Closing Date: The offering closed on May 10, 2024.
Guidance, Outlook, and Risks
The filing contains no management guidance, outlook, or discussion of operational risks. The document notes that the Underwriting Agreement includes customary representations, warranties, covenants, and indemnification provisions. The offering was conducted pursuant to a registration statement on Form S-3 declared effective on January 12, 2024.
Investor Verification Checklist
- Verify the exact number of shares sold (7,590,000) and the exercise of the over-allotment option (990,000 shares).
- Confirm that the Company received zero proceeds from the transaction.
- Review the full text of the Underwriting Agreement (Exhibit 1.1) for specific indemnification terms.
- Check the impact of this secondary offering on the Company's total outstanding share count and potential dilution.
- Identify the specific Selling Stockholders listed in Schedule 2 of the Underwriting Agreement.