MediaAlpha Files 8-K: Other Events & Exhibits

TL;DR

MediaAlpha filed an 8-K on March 12 for events on March 7. Details TBD.

AI Summary

MediaAlpha, Inc. filed an 8-K on March 12, 2024, reporting an event that occurred on March 7, 2024. The filing is categorized under 'Other Events' and 'Financial Statements and Exhibits'. Specific details regarding the nature of these events or any financial figures were not provided in the excerpt.

Why It Matters

This 8-K filing indicates that MediaAlpha, Inc. has reported significant events or filed new exhibits with the SEC, which could contain material information for investors.

Risk Assessment

Risk Level: low — The provided text is a standard SEC filing header and does not contain specific financial or operational details that would indicate immediate risk.

Key Players & Entities

• MediaAlpha, Inc. (company) — Registrant
• March 12, 2024 (date) — Filing Date
• March 7, 2024 (date) — Earliest Event Date
• 700 South Flower Street, Suite 640, Los Angeles, California 90017 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — which registered Class A common stock, $0.01 par value MAX New York Stock Exchange

Filing Documents

• max-20240307.htm (8-K) — 31KB
• exhibit11-8xk.htm (EX-1.1) — 316KB
• exhibit51-8xk.htm (EX-5.1) — 10KB
• cravathheader.jpg (GRAPHIC) — 48KB
• csmfooter.jpg (GRAPHIC) — 243KB
• 0001628280-24-010549.txt ( ) — 940KB
• max-20240307.xsd (EX-101.SCH) — 2KB
• max-20240307_lab.xml (EX-101.LAB) — 22KB
• max-20240307_pre.xml (EX-101.PRE) — 13KB
• max-20240307_htm.xml (XML) — 3KB

01 – Other Events

ITEM 8.01 – Other Events. On March 7, 2024, MediaAlpha, Inc., a Delaware corporation (the "Company"), together with its subsidiaries Guilford Holdings, Inc. and QL Holdings LLC, entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, as representative of the several Underwriters listed in Schedule 1 thereto (the "Underwriters"), certain affiliates of Insignia Capital Group, L.P. (the "Insignia Entities") and Keith Cramer (together with the Insignia Entities, the "Selling Stockholders") relating to an underwritten secondary public offering of an aggregate of 3,000,000 shares of Class A common stock of the Company (the "Shares") being sold by the Selling Stockholders (the "Offering"). The Insignia Entities have granted the Underwriters a 30-day option to purchase up to an additional 450,000 Shares. The Offering closed on March 12, 2024. The Company will not receive any proceeds from any sale of the Shares by the Selling Stockholders. No other stockholder sold shares in the Offering. The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Stockholders and also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities. The Offering is made pursuant to a registration statement on Form S-3 (File No. 333-261027) filed with the Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC on January 12, 2024 (as amended, the "Registration Statement"), and the prospectus supplement dated March 7, 2024, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorpo

01 – Financial Statements and Exhibits

ITEM 9.01 – Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated March 7, 2024, by and among MediaAlpha, Inc., Guilford Holdings, Inc., QL Holdings LLC and the selling stockholders named in Schedule 2 thereto, and J.P. Morgan Securities LLC, as representative of the several Underwriters named therein. 5.1 Opinion of Cravath, Swaine & Moore LLP, relating to the Offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: March 12, 2024 By: /s/ Jeffrey B. Coyne Name: Jeffrey B. Coyne Title: General Counsel & Secretary

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View this 8-K filing on SEC EDGAR