MediaAlpha Appoints New Director, O'Donnell Departs
Ticker: MAX · Form: 8-K · Filed: Sep 5, 2025 · CIK: 1818383
| Field | Detail |
|---|---|
| Company | Mediaalpha, Inc. (MAX) |
| Form Type | 8-K |
| Filed Date | Sep 5, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $10.17, $32.9 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-change, material-agreement
TL;DR
MediaAlpha board shakeup: O'Donnell out, Mork in. New material agreement signed.
AI Summary
On September 3, 2025, MediaAlpha, Inc. announced the departure of Director Michael J. O'Donnell and the appointment of new Director David L. Mork. The company also entered into a material definitive agreement, the details of which are not fully disclosed in this filing but are expected to be significant.
Why It Matters
Changes in board composition can signal shifts in company strategy or governance, while the material definitive agreement suggests a significant business development.
Risk Assessment
Risk Level: medium — Board changes and undisclosed material agreements introduce uncertainty about the company's future direction and financial implications.
Key Players & Entities
- MediaAlpha, Inc. (company) — Registrant
- Michael J. O'Donnell (person) — Departing Director
- David L. Mork (person) — Appointed Director
- September 3, 2025 (date) — Date of earliest event reported
FAQ
Who is the new director appointed to MediaAlpha's board?
David L. Mork was appointed as a new Director to MediaAlpha's board.
Who has departed from MediaAlpha's board of directors?
Director Michael J. O'Donnell has departed from MediaAlpha's board of directors.
What is the date of the earliest event reported in this 8-K filing?
The earliest event reported is dated September 3, 2025.
What type of agreement did MediaAlpha enter into?
MediaAlpha entered into a material definitive agreement.
What is MediaAlpha's principal executive office address?
MediaAlpha's principal executive offices are located at 700 South Flower Street, Suite 640, Los Angeles, California 90017.
Filing Stats: 872 words · 3 min read · ~3 pages · Grade level 12.1 · Accepted 2025-09-05 11:08:50
Key Financial Figures
- $0.01 — which registered Class A common stock, $0.01 par value MAX New York Stock Exchange
- $10.17 — in a private transaction at a price of $10.17 per share, for an aggregate purchase pr
- $32.9 million — gregate purchase price of approximately $32.9 million (the "Share Repurchase"). The transacti
Filing Documents
- max-20250903.htm (8-K) — 33KB
- exhibit991pressrelease-ins.htm (EX-99.1) — 8KB
- image_0.jpg (GRAPHIC) — 5KB
- 0001818383-25-000118.txt ( ) — 168KB
- max-20250903.xsd (EX-101.SCH) — 2KB
- max-20250903_lab.xml (EX-101.LAB) — 22KB
- max-20250903_pre.xml (EX-101.PRE) — 13KB
- max-20250903_htm.xml (XML) — 3KB
01 Entry Into a Material Definitive Agreement
Item 1.01 Entry Into a Material Definitive Agreement On September 3, 2025, MediaAlpha, Inc. (the "Company") entered into an agreement with Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC (collectively, "Insignia") whereby the Company agreed to repurchase 3,234,894 shares of its Class A common stock, par value $0.01 per share (the "Class A Common Stock"), beneficially owned by Insignia, in a private transaction at a price of $10.17 per share, for an aggregate purchase price of approximately $32.9 million (the "Share Repurchase"). The transaction closed on September 4, 2025. A special committee of the Board of Directors of the Company (the "Board"), comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors of the Company, approved the Share Repurchase. Insignia exchanged its 3,234,894 shares of the Class B common stock of the Company, par value $0.01 per share, together with an equivalent number of Class B-1 units of QL Holdings, LLC, the Company's subsidiary, for the 3,234,894 shares of Class A common stock repurchased by the Company. After giving effect to the Share Repurchase, Insignia no longer beneficially owns any shares of common stock of the Company . Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In connection with the Share Repurchase, Anthony Broglio, Insignia's designee to the Board, resigned from the Board, effective upon the closing of the transaction, as required by Section 3.1(b) of the Stockholders Agreement (as defined below). Under the Stockholders Agreement dated as of October 27, 2020 (as amended, the "Stockholders Agreement"), by and among the Company, Insignia QL Holdings, LLC and Insignia A QL Holdings, LLC (collectively "Insignia"), and the other stockholders party thereto, at such time as a Principal Stockholder (as def
01 – Regulation FD Disclosure
Item 7.01 – Regulation FD Disclosure On September 4, 2025, the Company issued a press release related to the matter described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press release dated September 4, 2025 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: September 5, 2025 By: /s/ Jeffrey B. Coyne Name: Jeffrey B. Coyne Title: General Counsel & Secretary