Business Context and Reporting Period
Company: MediaAlpha, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 2, 2026
Reporting Period: Immediate event reporting regarding executive leadership changes and updated financial guidance for the third quarter of 2026.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, debt, or liquidity figures. The document focuses on executive compensation and forward-looking guidance.
- Executive Compensation (New CFO): Annual base salary of $475,000; 2026 target bonus of $293,200; RSU grant value of $252,100.
- Executive Compensation (Outgoing CFO): Entitled to benefits based on resignation for "Good Reason" under a 2021 agreement, including continued vesting of RSUs through February 26, 2027.
Material Changes Versus Prior Period
Leadership Transition:
- Departure: Patrick Thompson notified the Company of his intention to step down as Chief Financial Officer (CFO) effective October 1, 2026. He will serve as a consultant until February 26, 2027.
- Appointment: Tigran Sinanyan was appointed as CFO and Treasurer, effective October 1, 2026. Mr. Sinanyan previously served as the Company's CFO from 2015 to 2021 and rejoined as Senior Vice President in July 2025.
Financial Guidance Update:
- The Company updated its expectations for the third quarter of 2026, stating that Revenue, Contribution, and Adjusted EBITDA are now expected to be at or above the top end of the previously disclosed guidance ranges issued on July 29, 2026.
Guidance, Outlook, and Risks
Outlook: Management expressed confidence in the third quarter of 2026 performance, projecting results at the high end of prior guidance for Revenue, Contribution, and Adjusted EBITDA.
Risks and Contingencies:
- Executive Transition: The filing confirms the CFO departure is not related to any disagreement regarding accounting, strategy, or operations.
- Severance Obligations: The new CFO agreement includes significant severance provisions (12 months salary + bonus + accelerated equity vesting) in the event of a "Qualifying Termination," with enhanced benefits (additional 6 months salary + full equity acceleration) in the event of a Change of Control.
Investor Verification Checklist
- Verify the specific numerical ranges for Q2 2026 guidance (Revenue, Contribution, Adjusted EBITDA) referenced in the July 29, 2026 earnings release to quantify the "top end" update.
- Review the full text of the Employment Agreement (Exhibit 10.1) and Transition Agreement (Exhibit 10.2) for detailed definitions of "Cause," "Good Reason," and "Change of Control."
- Confirm the impact of the CFO transition on the Company's internal controls and financial reporting timeline for the Q3 2026 close.
- Assess the dilution impact of the $252,100 RSU grant to the new CFO based on the 10-day average closing price preceding the appointment.