MediaAlpha Inc.
06/29/2026 | Press release | Distributed by Public on 06/29/2026 14:32
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
MediaAlpha, Inc. (the "Company") previously disclosed that it is a party to a Tax Receivables Agreement dated October 27, 2020 (as amended, the "TRA"), pursuant to which, among other things, the Company will pay the counterparties to the TRA 85% of the cash savings, if any, in U.S. federal, state and local income tax that the Company realizes (or in some cases is deemed to realize) as a result of increases in the tax basis of the assets of QL Holdings LLC ("QLH") due to exchanges of Class B-1 units of QLH and certain other events.
On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia A QL Holdings, LLC and Insignia QL Holdings, LLC (collectively, "Insignia"), pursuant to which the Company purchased Insignia's interest in the TRA. The Company purchased these liabilities for $31.0 million in cash, a discount of $37.7 million, or 55%, to the estimated total value as of March 31, 2026.
As of March 31, 2026, the Company's estimated future liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. Following consummation of these transactions, the Company estimates that the total remaining liability under the TRA will be approximately $55.0 million as of June 30, 2026.
The terms of the foregoing transactions were approved by the Company's Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates, including in accordance with the Company's Policy and Procedures Governing Related Person Transactions.
The Agreement does not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties.
The Company funded such payment from its subsidiaries' cash on hand and borrowings under its secured revolving credit facility. To provide the Company with the cash to purchase Insignia's TRA interest, QLH (a partnership subsidiary of the Company) made a pro rata distribution to its members, which included certain directors and executive officers of the Company.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 and is incorporated by reference.
MediaAlpha Inc. published this content on June 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 29, 2026 at 20:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]