MAX / MediaAlpha, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

September 4, 2025

September 4, 2025 MediaAlpha Announces $32.9 Million Private Stock Repurchase LOS ANGELES, September 4, 2025 – MediaAlpha, Inc. (NYSE: MAX), the leading marketing technology platform powering real-time customer acquisition for the insurance industry, today announced that it has repurchased 3,234,894 shares of its Class A common stock at a price of $10.17 per share (a total of approximately $32.9 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2025 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 MediaAlpha, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2025 MediaAlpha, Inc.

UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

Exhibit 99.1 MATTHEW G. SCHILTZ (pro hac vice forthcoming) [email protected] RACHEL GRANETZ (pro hac vice forthcoming) [email protected] FEDERAL TRADE COMMISSION 230 South Dearborn Street, Suite 3030 Chicago, IL 60604 Telephone: (312) 960-5619 (Schiltz) Telephone: (312) 960-5620 (Granetz) Local Counsel: DAVID L. HANKIN (CA BAR NO. 319825) [email protected] FEDERAL TRADE COMMISSION 10990 Wilshire Boule

MediaAlpha Reaches Settlement with FTC

EXHIBIT 99.2 MediaAlpha Reaches Settlement with FTC LOS ANGELES, August 6, 2025 – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company") today announced that it has reached a settlement with the Federal Trade Commission (“FTC”) to fully resolve matters related to the previously disclosed FTC investigation focused primarily on the Company’s under-65 health insurance sub-vertical. Under the te

SHAREHOLDER LETTER Q2 2025

SHAREHOLDER LETTER Q2 2025 Q2 2025 Q2 2025 Results Q2 (in millions, except percentages) 2024 2025 YoY Change Revenue $178.

MEDIAALPHA ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Second Quarter Revenue Growth of 41% and Transaction Value Growth of 49%; Record Transaction Value of $435 million in Property & Casualty Vertical Second Quarter Net Loss of $(22.5) million;

Exhibit 99.1 MEDIAALPHA ANNOUNCES SECOND QUARTER 2025 FINANCIAL RESULTS Second Quarter Revenue Growth of 41% and Transaction Value Growth of 49%; Record Transaction Value of $435 million in Property & Casualty Vertical Second Quarter Net Loss of $(22.5) million; Adjusted EBITDA(1)of $24.5 million Los Angeles, CA (August 6, 2025) – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company"), today

, 2025, among QuoteLab, LLC, QL Holdings LLC, the Lenders party thereto, the Issuing Bank party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 THIRD AMENDMENT dated as of August 4, 2025 (this “Amendment”), among QUOTELAB, LLC, a Delaware limited liability company (the “Borrower”), QL HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the LENDERS party hereto, the ISSUING BANK party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). WHEREAS, reference is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 MediaAlpha, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 MediaAlpha, Inc.

Fifth Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Eugene Nonko, dated June 30, 2025

Exhibit 10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fifth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of June 30, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein s

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2025 MediaAlpha, Inc.

MediaAlpha Appoints Amy Yeh as Chief Technology Officer

Exhibit 99.1 FOR IMMEDIATE RELEASE MediaAlpha Appoints Amy Yeh as Chief Technology Officer LOS ANGELES, CA, June 30, 2025 (GLOBE NEWSWIRE) — MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company") the leading marketing technology platform powering real-time customer acquisition for the insurance industry, today announced the promotion of Amy Yeh to Chief Technology Officer (CTO), effective im

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 MediaAlpha, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 MediaAlpha, Inc.

SHAREHOLDER LETTER Q1 2025

SHAREHOLDER LETTER Q1 2025 Q1 2025 Q1 2025 Results Q1 (in millions, except percentages) 2024 2025 YoY Change Revenue $126.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Exceeds First Quarter Guidance with Revenue Growth of 109% and Transaction Value Growth of 116%; Delivers Record Transaction Value of $407 million in Property & Casualty Vertical First Quarter

Exhibit 99.1 MEDIAALPHA ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS Exceeds First Quarter Guidance with Revenue Growth of 109% and Transaction Value Growth of 116%; Delivers Record Transaction Value of $407 million in Property & Casualty Vertical First Quarter Net Loss of $(2.3) million; Adjusted EBITDA(1)of $29.4 million Los Angeles, CA (April 30, 2025) – MediaAlpha, Inc. (NYSE: MAX) ("MediaAl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 MediaAlpha, Inc.

MediaAlpha Adds Bradley Hunt to Board of Directors

Exhibit 99.1 MediaAlpha Adds Bradley Hunt to Board of Directors LOS ANGELES – March 31, 2025 – MediaAlpha, Inc. (NYSE: MAX) (“MediaAlpha” or the “Company”) today announced the appointment of Bradley Hunt to its Board of Directors. A health insurance industry veteran, Mr. Hunt brings more than two decades of leadership and marketing experience to the MediaAlpha Board of Directors, including 18 year

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy of MediaAlpha, Inc. As Revised by the Board of Directors February 5, 2025 All directors, officers and employees (each a “Covered Individual”) of MediaAlpha, Inc. and its subsidiaries (collectively, the “Company”) as well as the Company itself are subject to the applicable provisions of this Insider Trading Policy (this “Policy”). I. Trading While In Possession o

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2025 MediaAlpha, Inc.

Severance Compensation Agreement among the Company, QuoteLab, LLC and Keith Cramer, dated February 19, 2021

Exhibit 10.25 EXECUTION COPY SEVERANCE AGREEMENT This Severance Agreement (this “Agreement”) dated as of February 19, 2021 (the “Effective Date”) is by and among Keith Cramer (the “Executive”), QuoteLab, LLC, a Delaware limited liability company (the “Company”), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (“Parent”). WITNESSETH: WHEREAS, the Executive is current

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, MediaAlpha, Inc. (“MediaAlpha,” “Company,” “we,” “our,” and “us”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), which is our Class A common stock, par value $0.01 per share. The foll

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396

SHAREHOLDER LETTER Q4 & FULL YEAR 2024

SHAREHOLDER LETTER Q4 & FULL YEAR 2024 Q4 2024 Q4 2024 Results Q4 Year Ended (in millions, except percentages) 2024 2023 YoY Change 2024 2023 YoY Change Revenue $300.

MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS Exceeds Fourth Quarter Guidance with Revenue Growth of 157% and Transaction Value Growth of 202%; Delivers Record Transaction Value of $401 million in Property & Casualty Vertic

Exhibit 99.1 MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2024 FINANCIAL RESULTS Exceeds Fourth Quarter Guidance with Revenue Growth of 157% and Transaction Value Growth of 202%; Delivers Record Transaction Value of $401 million in Property & Casualty Vertical Full-Year 2024 Revenue Grew 123% to $865 million; Transaction Value Grew 151% to $1.5 billion, Driven by Robust Volume and Pricing Ful

Subsidiaries of MediaAlpha, Inc.

Exhibit 21.1 Subsidiaries of MediaAlpha, Inc. Subsidiary Jurisdiction Guilford Holdings, Inc. Delaware QL Holdings LLC (1) Delaware QuoteLab, LLC(2) Delaware CHT Buyer, LLC(2) Delaware SkyTiger Studio, Ltd. (2) Taiwan (1) As of December 31, 2024, MediaAlpha Inc. owned 82.7% of QL Holdings LLC (2) QuoteLab, LLC is a wholly-owned subsidiary of QL Holdings LLC, and SkyTiger Studio, Ltd. and CHT Buyer

Fourth Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Eugene Nonko, dated February 4, 2025

Exhibit 10.2 FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of February 4, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined her

Fourth Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Steven Yi, dated February 4, 2025

Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Fourth Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of February 4, 2025, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and STEVEN YI (the “Executive”). Capitalized terms used but not defined herein

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2025 MediaAlpha, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2024 MediaAlpha, Inc.

MAX / MediaAlpha, Inc. / INSIGNIA CAPITAL PARTNERS GP, L.L.C. - SC 13G/A Passive Investment

SC 13G/A 1 d819293dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES THIRD QUARTER 2024 FINANCIAL RESULTS •Revenue of $259 million, up 247% year over year •Transaction Value of $452 million, up 314% year over year •Transaction Value from Property & Casualty up 766% year over year to $387 million •Transaction Value from Health up 9% year over year to $56 million Los Angeles, CA (October 30, 2024) – MediaAlpha, Inc. (NYSE: MAX), toda

SHAREHOLDER LETTER Q3 2024

SHAREHOLDER LETTER Q3 2024 Q3 2024 Q3 2024 Results Q3 (in millions, except percentages) 2023 2024 YoY Change Revenue $74.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 30, 2024 MediaAlpha, Inc.

MAX / MediaAlpha, Inc. / Nonko Eugene - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Eugene Nonko O.N.E. Holdings, LLC 700 South Flower Street, Suite 640 Los Angeles, California 90017 (213) 316-6256 (Name, Address an

MAX / MediaAlpha, Inc. / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0089611-1sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 7)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) 58450V104 (CUSIP Number) July 31, 2024 (Date

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-1 2 fp0089611-1ex1.htm AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutory

***

August 5, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

Filing Fee

Exhibit 107 Filing Fee Table Form S-8 (Form Type) MediaAlpha, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1)(2) Fee Calculation Rule Amount Registered (3) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (5) Equity Class A common stock, par value $0.

As filed with the Securities and Exchange Commission on August 1, 2024

As filed with the Securities and Exchange Commission on August 1, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS •Revenue of $178 million, up 110% year over year •Transaction Value of $322 million, up 156% year over year •Transaction Value from Property & Casualty up 320% year over year to $255 million •Transaction Value from Health up 9% year over year to $55 million Los Angeles, CA (July 31, 2024) – MediaAlpha, Inc. (NYSE: MAX), today

SHAREHOLDER LETTER Q2 2024

SHAREHOLDER LETTER Q2 2024 Q2 2024 Q2 2024 Results Q2 (in millions, except percentages) 2023 2024 YoY Change Revenue $84.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 MediaAlpha, Inc.

Third Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Steven Yi, dated May 20, 2024

Exhibit 10.1 THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of May 20, 2024, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and STEVEN YI (the “Executive”). Capitalized terms used but not defined herein shall

Third Amendment to Amended and Restated Employment Agreement among MediaAlpha, QuoteLab, LLC and Eugene Nonko, dated May 20, 2024

Exhibit 10.2 THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of May 20, 2024, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herein sh

Certificate of Amendment to Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on May 17, 2024.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDIAALPHA, INC. MediaAlpha, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: FIRST: That the first paragraph of Article IX, Section 9.01 of the Amended and Restated Certi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 MediaAlpha, Inc.

Underwriting Agreement, dated May 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 and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named therein.

Exhibit 1.1 Execution Version MediaAlpha, Inc. 6,600,000 Shares of Class A Common Stock Underwriting Agreement May 7, 2024 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 La

6,600,000 Shares MediaAlpha, Inc. Class A Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-261027 ` Prospectus Supplement (To Prospectus dated December 22, 2023) 6,600,000 Shares MediaAlpha, Inc. Class A Common Stock The shares of Class A common stock in the offering are being sold by the selling stockholders identified in this prospectus supplement. For a detailed discussion about the selling stockholders, please see “Selling stockh

MAX / MediaAlpha, Inc. / WHITE MOUNTAINS INSURANCE GROUP LTD - AMENDMENT NO. 4 Activist Investment

SC 13D/A 1 sc13da.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Robert L. Seelig, Esq. Executive Vice President and General Counsel White Mou

The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these secur

Filed pursuant to Rule 424(b)(4) Registration No. 333-261027 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion

MAX / MediaAlpha, Inc. / WHITE MOUNTAINS INSURANCE GROUP LTD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Robert L. Seelig, Esq. Executive Vice President and General Counsel White Mountains Insurance Group, Ltd. 23 South

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

MEDIAALPHA ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FIRST QUARTER 2024 FINANCIAL RESULTS •Revenue of $127 million, up 13% year over year •Transaction Value of $219 million, up 13% year over year •Transaction Value from Property & Casualty up 15% year over year to $135 million •Transaction Value from Health up 16% year over year to $69 million Los Angeles, CA (May 1, 2024) – MediaAlpha, Inc. (NYSE: MAX), today annou

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2024 MediaAlpha, Inc.

SHAREHOLDER LETTER Q1 2024

SHAREHOLDER LETTER Q1 2024 Q1 2024 Q1 2024 Results Q1 (in millions, except percentages) 2023 2024 YoY Change Revenue $111.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2024 MediaAlpha, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2024 (March 7, 2024) MediaAlpha, Inc.

selling stockholders named in Schedule 2 thereto, and J.P. Morgan Securities LLC, as representative of the several Underwriters named therein.

Exhibit 1.1 Execution Version MediaAlpha, Inc. 3,000,000 Shares of Class A Common Stock Underwriting Agreement March 7, 2024 J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”,

3,000,000 Shares MediaAlpha, Inc. Class A Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-261027 Prospectus Supplement (To Prospectus dated December 22, 2023) 3,000,000 Shares MediaAlpha, Inc. Class A Common Stock The shares of Class A common stock in the offering are being sold by the selling stockholders identified in this prospectus supplement. For a detailed discussion about the selling stockholders, please see “Selling stockhol

The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these secur

Filed pursuant to Rule 424(b)(4) Registration No. 333-261027 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, MediaAlpha, Inc. (“MediaAlpha,” “Company,” “we,” “our,” and “us”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), which is our Class A common stock, par value $0.01 per share. The foll

Subsidiaries of MediaAlpha, Inc.

Exhibit 21.1 Subsidiaries of MediaAlpha, Inc. Subsidiary Jurisdiction Guilford Holdings, Inc. Delaware QL Holdings LLC (1) Delaware QuoteLab, LLC(2) Delaware CHT Buyer, LLC(2) Delaware SkyTiger Studio, Ltd. (2) Taiwan (1) As of December 31, 2023, MediaAlpha Inc. owned 72.3% of QL Holdings LLC (2) QuoteLab, LLC is a wholly-owned subsidiary of QL Holdings LLC, and SkyTiger Studio, Ltd. and CHT Buyer

, Inc. Clawback Policy

Exhibit 97.1 MediaAlpha, Inc. Incentive-Based Compensation Recovery Policy As adopted August 21, 2023 1. Policy Purpose. The purpose of this Incentive-Based Compensation Recovery Policy (this “Policy”) is to enable MediaAlpha, Inc. (the “Company”) to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatement (as those terms are defined h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2024 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS •Fourth quarter revenue of $117 million, down 6% year over year; Full year revenue of $388 million, down 15% year over year •Fourth quarter Transaction Value of $165 million, down 2% year over year; Full year Transaction Value of $593 million, down 20% year over year •Fourth quarter Transaction Value from Propert

SHAREHOLDER LETTER Q4 & FULL YEAR 2023

SHAREHOLDER LETTER Q4 & FULL YEAR 2023 Q4 2023 Q4 2023 Results Q4 Year Ended (in millions, except percentages) 2023 2022 YoY Change 2023 2022 YoY Change Revenue $117.

MAX / MediaAlpha, Inc. / Broad Bay Capital Management, LP Passive Investment

SC 13G/A 1 broadbay-max123123a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

MAX / MediaAlpha, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01433-mediaalphaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: MediaAlpha, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 58450V104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to

MAX / MediaAlpha, Inc. / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC Passive Investment

SC 13G/A 1 fp0086862-60sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 6)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2023 (

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-1 2 fp0086862-60ex1.htm AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutor

MAX / MediaAlpha, Inc. / WHITE MOUNTAINS INSURANCE GROUP LTD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2) MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Robert L. Seelig, Esq. Executive Vice President and General Counsel White Mountains Insurance Group, Ltd. 23 South

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) MediaAlpha, Inc.

As filed with the Securities and Exchange Commission on December 22, 2023

As filed with the Securities and Exchange Commission on December 22, 2023 Registration No.

MediaAlpha, Inc. Class A Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333‑261027 Prospectus Supplement No. 4 (To Prospectus dated March 17, 2023) MediaAlpha, Inc. Class A Common Stock This Prospectus Supplement No. 4 (the “Prospectus Supplement”) updates, supplements and amends the Prospectus dated March 17, 2023 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-261027) (the “Reg

First Amendment to Tax Receivables Agreement among the Company, QLH and certain other parties thereto, dated October 1, 2023

Exhibit 10.5 FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENT This FIRST AMENDMENT TO TAX RECEIVABLES AGREEMENT (the “Amendment”), is entered into as of October 1, 2023 (the “Effective Date”), with the approval of each of the Participant Representatives (as defined in the Agreement) as required pursuant to Section 7.06(b) of the Agreement. Capitalized terms used but not defined herein shall have the m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

MAX / MediaAlpha Inc - Class A / WHITE MOUNTAINS INSURANCE GROUP LTD - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Robert L. Seelig, Esq. Executive Vice President and General Counsel White Mountains Insurance Group, Ltd. 23 South

First Amendment to Stockholders Agreement among the Company and the Principal Stockholders, dated October 17, 2023

Exhibit 10.4 FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (the “Amendment”) is entered into as of October 17, 2023, by and among the Principal Stockholders. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Stockholders Agreement (as defined below). RECITALS: WHEREAS, MediaAlpha, Inc. (the “Company”), a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 MediaAlpha, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 1, 2023 MediaAlpha, Inc.

SHAREHOLDER LETTER Q3 2023

SHAREHOLDER LETTER Q3 2023 Q3 2023 Q3 2023 Results Q3 (in millions, except percentages) 2022 2023 YoY Change Revenue $89.

MEDIAALPHA ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES THIRD QUARTER 2023 FINANCIAL RESULTS •Revenue of $75 million, down 16% year over year •Transaction Value of $109 million, down 26% year over year •Transaction Value from Property & Casualty down 46% year over year to $45 million •Transaction Value from Health up 11% year over year to $51 million Los Angeles, CA (November 1, 2023) – MediaAlpha, Inc. (NYSE: MAX), to

MediaAlpha, Inc. Class A Common Stock

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333‑261027 Prospectus Supplement No. 3 (To Prospectus dated March 17, 2023) MediaAlpha, Inc. Class A Common Stock This Prospectus Supplement No. 3 (the “Prospectus Supplement”) updates, supplements and amends the Prospectus dated March 17, 2023 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Second Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Steven Yi, dated August 1, 2023

Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of August 1, 2023, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and STEVEN YI (the “Executive”). Capitalized terms used but not defined herein s

MEDIAALPHA ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS •Revenue of $85 million, down 18% year over year •Transaction Value of $126 million, down 31% year over year •Transaction Value from Property & Casualty down 46% year over year to $61 million •Transaction Value from Health up 10% year over year to $51 million Los Angeles, CA (August 2, 2023) – MediaAlpha, Inc. (NYSE: MAX), tod

Second Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Eugene Nonko, dated August 1, 2023

Exhibit 10.2 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amendment to Amended and Restated Employment Agreement (this “Amendment”), is made as of August 1, 2023, among MEDIAALPHA, INC., a Delaware corporation (“Parent”), QUOTELAB, LLC, a Delaware limited liability company (the “Company”), and EUGENE NONKO (the “Executive”). Capitalized terms used but not defined herei

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2023 MediaAlpha, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2023 MediaAlpha, Inc.

SHAREHOLDER LETTER Q2 2023

SHAREHOLDER LETTER Q2 2023 Q2 2023 Q2 2023 Results Q2 (in millions, except percentages) 2022 2023 YoY Change Revenue $103.

MAX / MediaAlpha Inc - Class A / WHITE MOUNTAINS INSURANCE GROUP LTD Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Robert L. Seelig, Esq. Executive Vice President and General Counsel White Mountains Insurance Group, Ltd. 23 South Main Street, Suite 3

Joint Filing Agreement, dated as of June 30, 2023, among the Reporting Persons.

EX-99.1 2 ex99-1.htm Exhibit 99.1 EXECUTION VERSION JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of June 30, 2023 (this “Agreement”), is among White Mountains Insurance Group, Ltd. (“White Mountains”), WM Birkdale, Ltd. (“WM Birkdale”), White Mountains Investments (Luxembourg) S.à r.l (“WMI Lux”) and WM Hinson (Bermuda) Ltd. (“WM Hinson” and, collectively with White Mountains, WM B

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $ 9,168,160.

Press Release issued by White Mountains Insurance Group, Ltd., dated June 30, 2023.*

Exhibit (a)(5)(iii) White Mountains Insurance Group, Ltd. Announces the Final Results of White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd.’s Tender Offer for up to 5,916,816 Shares of Class A Common Stock of MediaAlpha, Inc. HAMILTON, Bermuda, June 30, 2023 -  White Mountains Insurance Group, Ltd. (NYSE: WTM) (“White Mountains”) today announced the final results of the cash tender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) White Mountains Insurance Group, Ltd. WM Hinson (Bermuda) Ltd. (Names of Filing Persons (Offerors)) Class A Common Stock, par value $0.01 per share

Press Release issued by White Mountains Insurance Group, Ltd., dated June 27, 2023.*

Exhibit (a)(5)(ii) White Mountains Insurance Group, Ltd. Announces the Preliminary Results of White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd.’s Tender Offer for up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc. HAMILTON, Bermuda, June 27, 2023 - White Mountains Insurance Group, Ltd. (NYSE: WTM) (“White Mountains”) today announced the preliminary results of the c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) White Mountains Insurance Group, Ltd. WM Hinson (Bermuda) Ltd. (Names of Filing Persons (Offerors)) Class A Common Stock, par value $0.01 per share

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 MediaAlpha, Inc.

Second Amendment dated as of June 8, 2023, among QuoteLab, LLC, QL Holdings LLC, the Lenders party thereto, the Issuing Bank party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT dated as of June 8, 2023 (this “Amendment”), among QUOTELAB, LLC, a Delaware limited liability company (the “Borrower”), QL HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). WHEREAS, reference is made to the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company) MediaAlpha, Inc. (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company) MediaAlpha, Inc. (Name of Person Filing Statement) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number of Class of Secu

MediaAlpha, Inc. Class A Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-261027 Prospectus Supplement No. 2 (To Prospectus dated March 17, 2023) MediaAlpha, Inc. Class A Common Stock This Prospectus Supplement No. 2 (the “Prospectus Supplement”) updates, supplements and amends the Prospectus dated March 17, 2023 (the “Prospectus”), relating to the offer and sale from time to time of up to 34,351,485 shares of our Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) White Mountains I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 MediaAlpha, Inc. (Name of Subject Company (Issuer)) White Mountains Insurance Group, Ltd. WM Hinson (Bermuda) Ltd. (Names of Filing Persons (Offerors)) Class A Common Stock, par value $0.01 per share (Title of Class of

Press Release issued by White Mountains Insurance Group, Ltd., dated May 26, 2023.*

Exhibit (a)(5) White Mountains Insurance Group, Ltd. Announces that White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd. Commence Tender Offer for up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc. HAMILTON, Bermuda, May 26, 2023 -  White Mountains Insurance Group, Ltd. (NYSE: WTM) (“White Mountains”) today announced that it and its wholly owned subsidiary, WM Hinson

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $ 50,000,000.

Text of Summary Advertisement, as published in the New York Times on May 26, 2023.*

Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of the common stock of MediaAlpha, Inc.

Form of Notice of Guaranteed Delivery.*

 Exhibit (a)(1)(iii) Notice of Guaranteed Delivery For Tender of Shares of Class A Common Stock of MediaAlpha, Inc.

Form of Letter of Transmittal.*

 Exhibit (a)(1)(ii) Letter of Transmittal For Tender of Shares of Class A Common Stock of MediaAlpha, Inc.

Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

 Exhibit (a)(1)(iv) Offer to Purchase for Cash Up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc.

Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*

 Exhibit (a)(1)(v) Offer to Purchase for Cash Up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc.

Offer to Purchase, dated May 26, 2023.*

TABLE OF CONTENTS   Exhibit (a)(1)(i) Offer to Purchase for Cash Up to 5,000,000 Shares of Class A Common Stock of MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 MediaAlpha, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

MediaAlpha, Inc. Class A Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-261027 Prospectus Supplement No. 1 (To Prospectus dated March 17, 2023) MediaAlpha, Inc. Class A Common Stock This Prospectus Supplement No. 1 (the “Prospectus Supplement”) updates, supplements and amends the Prospectus dated March 17, 2023 (the “Prospectus”), which forms part of our registration statement on Form S-1 (No. 333-261027) (the “Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 MediaAlpha, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2023 MediaAlpha, Inc.

SHAREHOLDER LETTER Q1 2023

SHAREHOLDER LETTER Q1 2023 Q1 2023 Q1 2023 Results Q1 (in millions, except percentages) 2022 2023 YoY Change Revenue $142.

MEDIAALPHA ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FIRST QUARTER 2023 FINANCIAL RESULTS •Revenue of $112 million, down 22% year over year •Transaction Value of $193 million, down 19% year over year •Transaction Value from Property & Casualty down 20% year over year to $118 million •Transaction Value from Health down 1% year over year to $59 million Los Angeles, CA (May 4, 2023) – MediaAlpha, Inc. (NYSE: MAX), toda

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2023 MediaAlpha, Inc.

Filing Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MediaAlpha, Inc.

Form of Underwriting Agreement with respect to Class A common stock of MediaAlpha, Inc.

Exhibit 1.1 MediaAlpha, Inc. [•] Shares of Class A Common Stock Underwriting Agreement [●], [●] [●] As Representative of the several Underwriters listed in Schedule 1 hereto c/o [●] Ladies and Gentlemen: Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”, which includes the Selling Stockholders identified on Schedule 2 hereto as Specified Selling Stockholders (each, a “Spe

As filed with the Securities and Exchange Commission on March 17, 2023

As filed with the Securities and Exchange Commission on March 17, 2023 Registration No.

2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award for Officers other than Founders

Exhibit 10.8 MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and (the “Participant”). WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Pla

Subsidiaries of MediaAlpha, Inc.

Exhibit 21.1 Subsidiaries of MediaAlpha, Inc. Subsidiary Jurisdiction Guilford Holdings, Inc. Delaware QL Holdings LLC (1) Delaware QuoteLab, LLC(2) Delaware CHT Buyer, LLC(2) Delaware SkyTiger Studio, Ltd. (2) Taiwan (1) As of December 31, 2022, MediaAlpha Inc. owned 69.8% of QL Holdings LLC (2) QuoteLab, LLC is a wholly-owned subsidiary of QL Holdings LLC, and SkyTiger Studio, Ltd. and CHT Buyer

2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Founders

Exhibit 10.7 MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and (the “Participant”). WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Pla

2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Directors

Exhibit 10.9 MEDIAALPHA, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is made by and between MediaAlpha, Inc., a Delaware corporation (the “Company”), and (the “Participant”). WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as may be amended from time to time, the “Pla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396

Description of Registrant’s

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, MediaAlpha, Inc. (“MediaAlpha,” “Company,” “we,” “our,” and “us”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), which is our Class A common stock, par value $0.01 per share. The foll

MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS •Fourth quarter revenue of $124 million, down 23% year over year; Full year revenue of $459 million, down 29% year over year •Fourth quarter Transaction Value of $169 million, down 31% year over year; Full year Transaction Value of $738 million, down 28% year over year •Fourth quarter Transaction Value from Prope

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2023 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2023 MediaAlpha, Inc.

SHAREHOLDER LETTER Q4 & FULL YEAR 2022

SHAREHOLDER LETTER Q4 & FULL YEAR 2022 Q4 2022 Q4 2022 Results Q4 Year Ended (in millions, except percentages) 2021 2022 YoY Change 2021 2022 YoY Change Revenue $161.

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-99.2 2 ex992.htm EX-99.2 AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statuto

MAX / MediaAlpha Inc / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

MAX / MediaAlpha Inc / Broad Bay Capital Management, LP Passive Investment

SC 13G/A 1 broadbay-max123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

MAX / MediaAlpha Inc / Ararat Capital Management, LP - MEDIAALPHA, INC. Passive Investment

SC 13G/A 1 p23-0138sc13ga.htm MEDIAALPHA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check t

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

MAX / MediaAlpha Inc / WHITE MOUNTAINS INSURANCE GROUP LTD - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 202

MAX / MediaAlpha Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01399-mediaalphaincclassa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: MediaAlpha Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 58450V104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to

Amended and Restated By-Laws of MediaAlpha, Inc.

AMENDED AND RESTATED BY-LAWS OF MEDIAALPHA, INC. Effective as of November 30, 2022 ARTICLE I Offices SECTION 1.01. Registered Office. The registered office of MEDIAALPHA, INC. (hereinafter called the ?Corporation?) in the State of Delaware shall be at 9 E. Loockerman Street, Suite 311, City of Dover, County of Kent, State of Delaware 19901, and the registered agent shall be Registered Agent Soluti

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2022 MediaAlpha, Inc.

MAX / MediaAlpha Inc / Nonko Eugene - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Eugene Nonko O.N.E. Holdings, LLC 700 South Flower Street, Suite 640 Los Angeles, California 90017 (213) 316-6256 (Name, Address an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

MEDIAALPHA ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES THIRD QUARTER 2022 FINANCIAL RESULTS ?Revenue of $89 million, down 42% year over year ?Transaction Value of $147 million, down 42% year over year ?Transaction Value from Property & Casualty down 53% year over year to $83 million ?Transaction Value from Health down 5% year over year to $46 million Los Angeles, CA (November 3, 2022) ? MediaAlpha, Inc. (NYSE: MAX), t

SHAREHOLDER LETTER Q3 2022

SHAREHOLDER LETTER Q3 2022 Q3 2022 Q3 2022 Results Q3 (in millions, except percentages) 2021 2022 YoY Change Revenue $152.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 3, 2022 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

MEDIAALPHA ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES SECOND QUARTER 2022 FINANCIAL RESULTS ?Revenue of $103 million, down 34% year over year ?Transaction Value of $183 million, down 29% year over year ?Transaction Value from Property & Casualty down 37% year over year to $112 million ?Transaction Value from Health down 2% year over year to $46 million Los Angeles, CA (August 4, 2022) ? MediaAlpha, Inc. (NYSE: MAX),

SHAREHOLDER LETTER Q2 2022

SHAREHOLDER LETTER Q2 2022 Q2 2022 Q2 2022 Results Q2 (in millions, except percentages) 2021 2022 YoY Change Revenue $157.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2022 MediaAlpha, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8‑K (File No. 001‑39671) filed with the SEC on June 2

Exhibit 10.2 SEVERANCE COMPENSATION AGREEMENT This Severance Compensation Agreement (this ?Agreement?) dated as of June 21, 2022 (the ?Effective Date?) is by and among Cathy Cunningham (the ?Executive?), QuoteLab, LLC, a Delaware limited liability company (the ?Company?), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (?Parent?). WITNESSETH: WHEREAS, the Executive

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 001‑39671) filed with the SEC on June 2

Exhibit 10.1 SEVERANCE COMPENSATION AGREEMENT This Severance Compensation Agreement (this ?Agreement?) dated as of June 21, 2022 (the ?Effective Date?) is by and among Jeffrey Coyne (the ?Executive?), QuoteLab, LLC, a Delaware limited liability company (the ?Company?), and MediaAlpha, Inc., a Delaware corporation and ultimate parent of the Company (?Parent?). WITNESSETH: WHEREAS, the Executive is

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2022 MediaAlpha, Inc.

MAX / MediaAlpha Inc / Wang Ambrose - SC 13D/A Activist Investment

SC 13D/A 1 max-schedule13damendment1x.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Ambrose Wang Wang Family Investments LLC 1201 Third Avenue, Suite 4900 Seattle,

MAX / MediaAlpha Inc / Nonko Eugene - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Eugene Nonko O.N.E. Holdings, LLC 700 South Flower Street, Suite 640 Los Angeles, California 90017 (213) 316-6256 (Name, Address an

MAX / MediaAlpha Inc / Ararat Capital Management, LP - MEDIAALPHA, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) May 25, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to wh

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2022 MediaAlpha, Inc.

MAX / MediaAlpha Inc / Broad Bay Capital Management, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Form of Performance-Based Restricted Stock Unit Award Agreement for Founders under 2020 Omnibus Incentive Plan

Exhibit 10.3 MEDIAALPHA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of (the ?Date of Grant?), is made by and between MediaAlpha, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as it may

Form of Performance-Based Restricted Stock Unit Award Agreement for Founders under 2020 Omnibus Incentive Plan

Exhibit 10.3 MEDIAALPHA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this ?Agreement?), dated as of (the ?Date of Grant?), is made by and between MediaAlpha, Inc., a Delaware corporation (the ?Company?), and (the ?Participant?). WHEREAS, the Company has adopted the MediaAlpha, Inc. 2020 Omnibus Incentive Plan (as it may

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 5, 2022 MediaAlpha, Inc.

SHAREHOLDER LETTER Q1 2022

SHAREHOLDER LETTER Q1 2022 Q1 2022 Q1 2022 Results Q1 (in millions, except percentages) 2021 2022 YoY Change Revenue $173.

MEDIAALPHA ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS •Revenue of $143 million, down 18% year over year •Transaction Value of $239 million, down 9% year over year •Transaction Value from Property & Casualty down 19% year over year to $148 million •Transaction Value from Health up 20% year over year to $60 million Los Angeles, CA (May 5, 2022) – MediaAlpha, Inc. (NYSE: MAX), today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d336364ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d268026ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2022 MediaAlpha, Inc.

First Amendment to Asset Purchase Agreement, dated as of March 29, 2022, by and among QuoteLab, LLC, CHT Buyer, LLC, Customer Helper Team, LLC and the Seller Members

Exhibit 2.1 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (this ?Amendment?), is dated as of March 29, 2022, among among QUOTELAB, LLC, a Delaware limited liability company (?Parent?), CHT BUYER, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the ?Buyer? and, together with Parent, the ?Buyer Parties?), CUSTOMER HELP

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2022 MediaAlpha, Inc.

Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Steven Yi, dated March 22, 2022

Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this ?Amendment?), is made as of March 22, 2022, among MEDIAALPHA, INC., a Delaware corporation (?Parent?), QUOTELAB, LLC, a Delaware limited liability company (the ?Company?), and STEVEN YI (the ?Executive?). Capitalized terms used but not defined herein sha

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2022 MediaAlpha, Inc.

Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Eugene Nonko, dated March 22, 2022

Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to Amended and Restated Employment Agreement (this ?Amendment?), is made as of March 22, 2022, among MEDIAALPHA, INC., a Delaware corporation (?Parent?), QUOTELAB, LLC, a Delaware limited liability company (the ?Company?), and EUGENE NONKO (the ?Executive?). Capitalized terms used but not defined herein

MEDIAALPHA ANNOUNCES SHARE REPURCHASE PROGRAM

Exhibit 99.1 MEDIAALPHA ANNOUNCES SHARE REPURCHASE PROGRAM Los Angeles, CA (March 14, 2022) ? MediaAlpha, Inc. (NYSE: MAX), today announced that its Board of Directors has approved a share repurchase program that authorizes the Company to purchase up to $5.0 million of the Company?s Class A common stock from time to time in open market transactions at prevailing prices or by other means in accorda

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2022 MediaAlpha, Inc.

Asset Purchase Agreement, dated as of February 24, 2022, by and among QuoteLab, LLC, CHT Buyer, LLC, Customer Helper Team, LLC and the Seller Members

EXECUTION VERSION ASSET PURCHASE AGREEMENT among QUOTELAB, LLC as Parent, CHT BUYER, LLC, as the Buyer, CUSTOMER HELPER TEAM, LLC, as the Seller, and [***] AND [***], as the Seller Members Dated as of February 24, 2022 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 MediaAlpha, Inc.

Subsidiaries of MediaAlpha, Inc.

Exhibit 21.1 Subsidiaries of MediaAlpha, Inc. Subsidiary Jurisdiction Guilford Holdings, Inc. Delaware QL Holdings LLC (1) Delaware QuoteLab, LLC(2) Delaware SkyTiger Studio, Ltd. (2) Taiwan (1) As of December 31, 2021, MediaAlpha Inc. owned 67.9% of QL Holdings LLC (2) QuoteLab, LLC is a wholly-owned subsidiary of QL Holdings LLC and SkyTiger Studio, Ltd. is a wholly-owned subsidiary of QuoteLab,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-396

SHAREHOLDER LETTER Q4 & FULL YEAR 2021

SHAREHOLDER LETTER Q4 & FULL YEAR 2021 Q4 2021 Q4 2021 Results Q4 Year Ended (in millions, except percentages) 2020 2021 YoY Change 2020 2021 YoY Change Revenue $190.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS ?Fourth quarter revenue of $162 million, down 15% year over year; Full year 2021 revenue of $645 million, up 10% year over year ?Fourth quarter Transaction Value of $245 million, down 5% year over year; Full year 2021 Transaction Value of $1 billion, up 25% year over year ?Fourth quarter Transaction Value from Pr

MAX / MediaAlpha Inc / WHITE MOUNTAINS INSURANCE GROUP LTD - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1)* MEDIAALPHA, INC. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 202

MAX / MediaAlpha Inc / INSIGNIA CAPITAL PARTNERS GP, L.L.C. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the

AGREEMENT JOINT FILING OF SCHEDULE 13G

AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc.

MAX / MediaAlpha Inc / KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) 58450V104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

MAX / MediaAlpha Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: MediaAlpha Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 58450V104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐

MediaAlpha, Inc. 700 South Flower Street, Suite 640 Los Angeles, California 90017

MediaAlpha, Inc. 700 South Flower Street, Suite 640 Los Angeles, California 90017 VIA EDGAR November 19, 2021 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0001 Attn: Mr. Eric Envall Re: MediaAlpha, Inc. Registration Statement on Form S-3 - File Number 333-261027 Dear Mr. Envall: Pursuant to Rule 461 of the General Rules an

As filed with the Securities and Exchange Commission on November 12, 2021

As filed with the Securities and Exchange Commission on November 12, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

MEDIAALPHA ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES THIRD QUARTER 2021 FINANCIAL RESULTS ?Revenue of $153 million, up 1% year over year ?Revenue from Property & Casualty down 8% year over year to $105 million ?Revenue from Health up 25% year over year to $34 million ?Transaction Value of $255 million, up 17% year over year Los Angeles, CA (November 10, 2021) ? MediaAlpha, Inc. (NYSE: MAX), today announced its finan

SHAREHOLDER LETTER Q3 2021

SHAREHOLDER LETTER Q3 2021 Q3 2021 Q3 2021 Results Q3 (in millions, except percentages) 2020 2021 YoY Change Revenue $151.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2021 MediaAlpha, Inc.

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2021 MediaAlpha, Inc.

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed November 8, 2021

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed November 8, 2021 LOS ANGELES, Calif ? November 8, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced that, in connection with White Mountains Insurance Group, Ltd.?s (?White Mountains?) Form 10-Q filed today with the Securities and Exchange Commission (?SEC?), White Mountains was required to disclose certa

MediaAlpha Appoints Patrick Thompson as Chief Financial Officer

Exhibit 99.1 MediaAlpha Appoints Patrick Thompson as Chief Financial Officer - Experienced Finance Executive Joins the Company from Expedia Group - LOS ANGELES, Calif ? November 3, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced the appointment of Patrick Thompson as Chief Financial Officer, effective December 6, 2021. Bringing significant finance executive experience in various roles with Ex

Employment Agreement between the Company and Mr. Thompson dated November 2, 2021.

EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) dated as of November 2, 2021 is by and among Patrick R.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2021 MediaAlpha, Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2021 MediaAlpha, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

SHAREHOLDER LETTER Q2 2021

SHAREHOLDER LETTER Q2 2021 Q2 2021 Q2 2021 Results Q2 2020 2021 YoY Change Revenue $123.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 MediaAlpha, Inc.

MEDIAALPHA ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES SECOND QUARTER 2021 FINANCIAL RESULTS ?Revenue of $157 million, up 27% year over year ?Revenue from Property & Casualty grew 23% year over year to $109 million ?Transaction Value of $257 million, up 46% year over year Los Angeles, CA (August 12, 2021) ? MediaAlpha, Inc. (NYSE: MAX), today announced its financial results for the second quarter ended June 30, 2021.

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed August 6, 2021

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed August 6, 2021 LOS ANGELES, Calif ? August 6, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced that, in connection with White Mountains Insurance Group, Ltd.?s (?White Mountains?) Form 10-Q filed today with the Securities and Exchange Commission (?SEC?), White Mountains was required to disclose certain s

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2021 MediaAlpha, Inc.

Current Report

8-K 1 formrecreditagreementamend.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2021 MediaAlpha, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39671 85-1854133 (State or other jurisdiction

First Amendment dated as of July 29, 2021, among QuoteLab, LLC, QL Holdings LLC, the Lenders party thereto, the Issuing Bank party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.

EX-10.1 2 ex101amendedcreditagreement.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT dated as of July 29, 2021 (this “Amendment”), among QUOTELAB, LLC, a Delaware limited liability company (the “Borrower”), QL HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the LENDERS party hereto, the ISSUING BANK party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 d185558ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 d111402ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2021 MediaAlpha, Inc.

MediaAlpha Announces CFO Transition Process; Reaffirms Q2 and Full Year 2021 Financial Guidance

Exhibit 99.1 MediaAlpha Announces CFO Transition Process; Reaffirms Q2 and Full Year 2021 Financial Guidance LOS ANGELES, Calif ? July 8, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced that Tigran Sinanyan has notified the Company of his intention to resign as Chief Financial Officer, effective October 1, 2021, to pursue a general management role with a privately-held company. The Company ha

Page 2 of 4 ©2019 Charles Schwab & Co., Inc. All rights reserved. Member SIPC. CC2445146 (0219-931H) MKT26627SPS-03 (02/19) to any Client Trading Restrictions for which Client and/or Issuer have given Broker notice, Broker shall stop effecting trades

Exhibit 99.4 Page 1 of 4 Trading Plan (SEC Rule 10b5-1) ESIG Eugene Nonko Common MediaAlpha, Inc. x316 6/30/2021 11/28/2021 1-877-804-3529 This Trading Plan is entered into as of the date this Trading Plan is signed by the Client (the ?Client Signing Date?) by and between (?Client?) and Charles Schwab & Co., Inc. (?Broker?). Name of Client WHEREAS, Client wishes to establish this Trading Plan to s

MAX / MediaAlpha Inc / Nonko Eugene Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Eugene Nonko O.N.E. Holdings, LLC 700 South Flower Street, Suite 640 Los Angeles, California 90017 (213) 316-6256 (Name, Address and

MAX / MediaAlpha Inc / Wang Ambrose Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Ambrose Wang Wang Family Investments LLC 700 South Flower Street, Suite 640 Los Angeles, California 90017 (213) 316-6256 (Name, Addr

MAX / MediaAlpha Inc / Yi Steven Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) MediaAlpha, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 58450V104 (CUSIP Number) Jason Heiling OBF Investments, LLC 202 South Minnesota Street, Carson City, NV, 89703 (773) 255-6856 (Name, Address and Telephone Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39671 MediaAlph

Current Report

8-K 1 form-8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 MediaAlpha, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39671 85-1854133 (State or other jurisdiction of incor

SHAREHOLDER LETTER Q1 2021

Exhibit 99.2 SHAREHOLDER LETTER Q1 2021 Q1 2021 Highlights ? Transaction Value increased 58% year-over-year for the first quarter of 2021, accelerating from 51% year-over-year growth in Q4 2020 and exceeding the high end of our guidance range. ? Record breaking quarterly performance in P&C, as leading auto insurance carriers increased customer acquisition investments significantly in a profitable

MEDIAALPHA ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FIRST QUARTER 2021 FINANCIAL RESULTS ? Revenue of $174 million, up 45% year over year ? Revenue from Property & Casualty grew 74% year over year to $126 million ? Transaction Value grew to a record $262.5 million, up 58% year over year Los Angeles, CA (May 13, 2021) ? MediaAlpha, Inc. (NYSE: MAX), today announced its financial results for the first quarter ended M

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed May 10, 2021

Exhibit 99.1 MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Form 10-Q Filed May 10, 2021 LOS ANGELES, Calif ? May 10, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced that, in connection with White Mountains Insurance Group, Ltd.?s (?White Mountains?) Form 10-Q filed today with the Securities and Exchange Commission (?SEC?), White Mountains was required to disclose

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 form-8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2021 MediaAlpha, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39671 85-1854133 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) March 31, 20

SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 03)* MEDIAALPHA INC (Name of Issuer) Common Stock (Title of Class of Securities) 58450V104 (CUSIP Number) March 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-1.2 2 ex992.htm EX-1.2 AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutory

Underwriting Agreement, dated March 18, 2021, by and among MediaAlpha, Inc., Guilford Holdings, Inc., QL Holdings LLC, White Mountains Investments (Luxembourg) S.à r.l., Insignia QL Holdings, LLC, Insignia A QL Holdings, LLC and the specified selling stockholders named in Schedule 2 thereto, and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version MediaAlpha, Inc. 7,000,000 Shares of Class A Common Stock Underwriting Agreement March 18, 2021 J.P. Morgan Securities LLC Citigroup Global Markets Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, Ne

Current Report

8-K 1 d119650d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2021 MediaAlpha, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39671 85-1854133 (State or other jurisdiction of incorporati

Joint Bookrunners J.P. Morgan Citigroup Credit Suisse RBC Capital Markets Canaccord Genuity William Blair JMP Securities Keefe, Bruyette & Woods A Stifel Company

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-254338 Secondary offering of 7,000,000 shares of Class A common stock MediaAlpha, Inc. The selling stockholders identified in this prospectus are selling shares of our Class A common stock. MediaAlpha, Inc. will not be selling any shares of our Class A common stock under this prospectus and will not receive any proceeds

[Signature Pages Follow]

March 16, 2021 BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

MediaAlpha, Inc. 700 South Flower Street, Suite 640 Los Angeles, California 90017

MediaAlpha, Inc. 700 South Flower Street, Suite 640 Los Angeles, California 90017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-0001 Attn: Mr. Eric Envall MediaAlpha, Inc. Registration Statement on Form S-1 File Number 333-254338 March 16, 2021 Dear Mr. Envall: Pursuant to Rule 461 of the General Rules and Regulat

Form of Underwriting Agreement

Exhibit 1.1 MediaAlpha, Inc. [?] Shares of Class A Common Stock Underwriting Agreement March [?], 2021 J.P. Morgan Securities LLC Citigroup Global Markets Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and

Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on March 16, 2021 Registration No.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39671 MediaAlpha, Inc

SHAREHOLDER LETTER Q4 & Full Year 2020

Exhibit 99.2 SHAREHOLDER LETTER Q4 & Full Year 2020 Highlights ? Transaction Value increased 51% year-over-year for the fourth quarter and 46% for the full year ended December 31, 2020. ? Record-breaking performance in our Health insurance vertical driven by increased demand from carriers and brokers during our highest Open Enrollment (OEP) and Annual Enrollment Period (AEP) ever experienced. ? St

MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS

Exhibit 99.1 MEDIAALPHA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2020 FINANCIAL RESULTS ● Fourth quarter revenue of $190 million, growing 51% year-over-year; Full year 2020 revenue of $585 million, growing 43% year-over-year ○ Fourth quarter revenue from Property & Casualty grew 97% year-over-year to $123 million; Full year 2020 revenue from Property & Casualty grew 81% to $398 million ● Fourth quar

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2021 MediaAlpha, Inc.

-

Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 As confidentially submitted to the Securities and Exchange Commission on March 5, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE

MediaAlpha, Inc. Draft Registration Statement on Form S-1 CIK No. 0001818383

DRSLTR 1 filename1.htm March 5, 2021 MediaAlpha, Inc. Draft Registration Statement on Form S-1 CIK No. 0001818383 Ladies and Gentlemen: MediaAlpha, Inc. (the “Company”) has confidentially submitted today pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “Securities Act”), via EDGAR, a draft Registration Statement on Form S-1 (the “Registration Statement”) relating to a propos

MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Annual Report on Form 10-K Filed February 26, 2021

Exhibit 99.1 MediaAlpha Highlights Disclosures in White Mountains Insurance Group, Ltd. Annual Report on Form 10-K Filed February 26, 2021 LOS ANGELES, Calif ? February 26, 2021 - MediaAlpha, Inc. (NYSE: MAX), today announced that, in connection with White Mountains Insurance Group, Ltd.?s (?White Mountains?) Annual Report on Form 10-K filed today with the Securities and Exchange Commission (?SEC?

Regulation FD Disclosure, Results of Operations and Financial Condition

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2021 MediaAlpha, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39671 85-1854133 (State or other jurisdiction of i

AGREEMENT JOINT FILING OF SCHEDULE 13G

EX-1.2 2 ex992.htm EX-1.2 AGREEMENT JOINT FILING OF SCHEDULE 13G Kayne Anderson Rudnick Investment Management, LLC (an investment adviser registered under the Investment Advisers Act of 1940), and Virtus Investment Advisers, Inc. (an investment adviser registered under the Investment Advisers Act of 1940) and Virtus Equity Trust (on behalf of Virtus KAR Small-Cap Growth Fund), a Delaware statutory