Business Context and Reporting Period
Company: MediaAlpha, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: September 3, 2025
Event Date: September 3, 2025 (Agreement); September 4, 2025 (Closing)
The Company entered into a material definitive agreement to repurchase shares from a significant shareholder, Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC (collectively "Insignia").
Key Financial Metrics
This filing reports a specific transaction rather than periodic financial performance. The filing text does not provide revenue, profit, cash flow, margins, or general debt figures.
- Share Repurchase Price: $10.17 per share
- Shares Repurchased: 3,234,894 shares of Class A common stock
- Aggregate Purchase Price: Approximately $32.9 million
- Transaction Type: Private transaction involving an exchange of Class B common stock and Class B-1 units for Class A common stock.
Material Changes
The primary material change is the complete exit of Insignia as a shareholder and the reduction of the Company's outstanding share count.
- Shareholder Status: Following the transaction, Insignia no longer beneficially owns any shares of the Company's common stock.
- Board Composition: Anthony Broglio, Insignia's designee to the Board of Directors, resigned effective upon the closing of the transaction.
- Reason for Resignation: The resignation was mandated by the Stockholders Agreement, which requires a Principal Stockholder to cause their designated director to resign if they no longer own at least 5% of the Company's issued and outstanding shares.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, updated financial outlook, or new risk factors beyond the transaction details.
- Management Commentary: The Board approved the repurchase through a special committee of independent and disinterested directors. Mr. Broglio's resignation was not the result of any disagreement with the Company regarding operations, policies, or practices.
- Disclosure: A press release regarding this transaction was issued on September 4, 2025, and is included as Exhibit 99.1.
Investor Verification Checklist
- Verify the impact of the $32.9 million cash outflow on the Company's current liquidity position.
- Confirm the updated total number of outstanding shares following the repurchase of 3,234,894 shares.
- Review the composition of the Board of Directors following the resignation of Anthony Broglio.
- Examine the Stockholders Agreement to understand any remaining obligations or rights associated with the former Insignia holdings.