MediaAlpha Inc
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
MAX$14.37+1.5%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedule
(a)The following documents are filed as part of this report:
- Financial Statements
The following financial statements are filed as part of this report under Part II, Item 8 “Financial Statements and Supplementary Data.”.
| Page | |
|---|---|
| Management’s Report on Internal Control Over Financial Reporting | 72 |
| Report of Independent Registered Public Accounting Firm | 73 |
| Consolidated Balance Sheets | 75 |
| Consolidated Statements of Operations | 76 |
| Consolidated Statements of Stockholders’ Equity (Deficit) | 77 |
| Consolidated Statements of Cash Flows | 78 |
| Notes to Consolidated Financial Statements | 79 |
- Financial Statement Schedule for the Years Ended December 31, 2023, 2022 and 2021
| Schedule II-Valuation and Qualifying Accounts and Allowances | 113 |
|---|
All other financial statement schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto. See Part II, Item 8 “Financial Statements and Supplementary Data.”
- Exhibits (Listed by numbers corresponding to Item 601 of Regulation S-K)
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | File No. | Exhibit | Filing Date |
| 2.1 | 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 | 8-K | 001-39671 | 2.1 | March 2, 2022 |
| 2.2 | 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 | 8-K | 001-39671 | 2.1 | March 30, 2022 |
| 3.1 | Amended and Restated Certificate of Incorporation of MediaAlpha, Inc. | 8-K | 001-39671 | 3.1 | November 2, 2020 |
| 3.2 | Amended and Restated By-Laws of MediaAlpha, Inc. | 8-K | 001-39671 | 3.1 | December 2, 2022 |
| 4.2 | Registration Rights Agreement, dated October 27, 2020, by and among MediaAlpha, Inc., White Mountains Investments (Luxembourg) S.a.r.l., Insignia QL Holdings, LLC, Insignia A QL Holdings, LLC, Steven Yi, Eugene Nonko, Ambrose Wang and certain other parties thereto | 8-K | 001-39671 | 4.2 | November 2, 2020 |
| 4.3* | Description of Registrant’s Securities | ||||
| 10.1 | Fourth Amended and Restated Limited Liability Company Agreement of QL Holdings LLC, dated October 27, 2020 | 8-K | 001-39671 | 10.1 | November 2, 2020 |
| 10.2 | Tax Receivables Agreement, dated October 27, 2020, by and among MediaAlpha, Inc., QL Holdings LLC and certain other parties thereto | 8-K | 001-39671 | 10.2 | November 2, 2020 |
| 10.3 | First Amendment to Tax Receivables Agreement among the Company, QLH and certain other parties thereto, dated October 1, 2023 | 10-Q | 001-39671 | 10.5 | November 2, 2023 |
| 10.4 | Exchange Agreement, dated October 27, 2020, by and among MediaAlpha, Inc., QL Holdings LLC, Guilford Holdings, Inc. and holders of Class B-1 units of QL Holdings LLC party thereto | 8-K | 001-39671 | 10.3 | November 2, 2020 |
| 10.5 | Stockholders Agreement, dated October 27, 2020, by and among MediaAlpha, Inc., White Mountains Investments (Luxembourg) S.a.r.l., Insignia QL Holdings, LLC, Insignia A QL Holdings, LLC and Steven Yi, Eugene Nonko and Ambrose Wang, together with their respective holding entities through which they indirectly hold common stock of MediaAlpha, Inc. | 8-K | 001-39671 | 10.4 | November 2, 2020 |
| 10.6 | First Amendment to Stockholders Agreement among the Company and the Principal Stockholders, dated October 17, 2023 | 10-Q | 001-39671 | 10.4 | November 2, 2023 |
| 10.7 | Reorganization Agreement, dated October 27, 2020, by and among MediaAlpha ,Inc., QL Holdings LLC, QuoteLab, LLC, Guilford Holdings, Inc., White Mountains Investments (Luxembourg) S.a.r.l., White Mountains Insurance Group, Ltd., Insignia QL Holdings, LLC, Insignia A QL Holdings, LLC, Steven Yi, Eugene Nonko, Ambrose Wang and certain other parties thereto. | 8-K | 001-39671 | 10.5 | November 2, 2020 |
| 10.8+ | MediaAlpha, Inc. 2020 Omnibus Incentive Plan | 8-K | 001-39671 | 10.6 | November 2, 2020 |
| 10.9+ | 2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Founders | 10-K | 001-39671 | 10.7 | February 27, 2023 |
| 10.10+ | 2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award for Officers other than Founders | 10-K | 001-39671 | 10.8 | February 27, 2023 |
| 10.11+ | 2020 Form of MediaAlpha, Inc. 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement for Directors | 10-K | 001-39671 | 10.9 | February 27, 2023 |
| 10.12+ | Form of Performance-Based Restricted Stock Unit Award Agreement for Founders under 2020 Omnibus Incentive Plan | 10-Q | 001-39671 | 10.3 | May 6, 2022 |
| 10.13+ | Amended and Restated Employment Agreement, dated as of October 27, 2020, by and among Steven Yi, QuoteLab, LLC and MediaAlpha, Inc. | 8-K | 001-39671 | 10.10 | November 2, 2020 |
| 10.14+ | Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Steven Yi, dated March 22, 2022 | 8-K | 001-39671 | 10.1 | March 28, 2022 |
| 10.15+ | Second Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Steven Yi, dated August 1, 2023 | 8-K | 001-39671 | 10.1 | August 2, 2023 |
| 10.16+ | Amended and Restated Employment Agreement, dated as of October 27, 2020, by and among Eugene Nonko, QuoteLab, LLC and MediaAlpha, Inc. | 8-K | 001-39671 | 10.11 | November 2, 2020 |
| 10.17+ | Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Eugene Nonko, dated March 22, 2022 | 8-K | 001-39671 | 10.2 | March 28, 2022 |
| 10.18+ | Second Amendment to Amended and Restated Employment Agreement among the Company, QuoteLab, LLC and Eugene Nonko, dated August 1, 2023 | 8-K | 001-39671 | 10.2 | August 2, 2023 |
| 10.19+ | Employment Agreement dated as of November 2, 2021, by and among Patrick R. Thompson, QuoteLab LLC, and MediaAlpha, Inc.. | 8-K | 001-39671 | 10.1 | November 2, 2021 |
| 10.20+ | Severance Compensation Agreement among the Company, QuoteLab, LLC and Jeffrey Coyne, dated June 21, 2022 | 8-K | 001-39671 | 10.1 | June 27, 2022 |
| 10.21 | 2020 Credit Agreement | S-1 | 001-39671 | 10.15 | October 5, 2020 |
| 10.22 | First Amendment to Credit Agreement 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. | 8-K | 001-39671 | 10.1 | August 3, 2021 |
| 10.23 | 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. | 8-K | 001-39671 | 10.1 | June 12, 2023 |
| 21.1* | Subsidiaries of MediaAlpha, Inc. | ||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | ||||
| 24.1* | Power of Attorney (included on signature page to this Annual Report on Form 10-K). | ||||
| 31.1* | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2* | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1** | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 USC. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1* | MediaAlpha, Inc. Clawback Policy | ||||
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (Embedded with the Inline XBRL document) |
+Management contract or compensatory plan or arrangement.
*Filed herewith.
**Furnished herewith. This exhibit should not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
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