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 incorporation)
 
 
(Commission
File Number)
 
 
(IRS Employer
Identification No.)

700 South Flower Street, Suite 640
Los Angeles, California
 

 
90017
(Zip Code)
 (Address of Principal Executive Offices)        


(213) 316-6256
(Registrant’s telephone number, including area code)

(Not Applicable)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Class A common stock, $0.01 par value
  
MAX
  
New York Stock Exchange

 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 
Emerging growth company     ☒

 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



ITEM 2.02 – Results of Operations and Financial Condition.

On February 26, 2021, MediaAlpha, Inc. (“MediaAlpha”) issued a press release announcing that, in connection with the filing by White Mountains Insurance Group, Ltd. (“White Mountains”) of its Annual Report on Form 10-K with the Securities and Exchange Commission, White Mountains disclosed certain summarized preliminary financial information for MediaAlpha as of and for the period ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 7.01 – Regulation FD Disclosure.

The information set forth in Item 2.02 is also furnished pursuant to this Item 7.01 and is incorporated herein by reference.




ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit
   No.
Description
   




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  MediaAlpha, Inc.  
Date: February 26, 2021      

By:
/s/ Lance Martinez
    
    Name:    Lance Martinez  
    Title:      General Counsel & Secretary