ITEM 7.01 - Regulation FD Disclosure.
On March 17, 2023, MediaAlpha, Inc. (the "Company") filed an amendment to its
registration statement on Form S-3 (the "Resale Shelf") to convert it to a Form
S-1 in order to facilitate the continued registration of the resale of
34,351,485 shares of Class A common stock held by certain of the Company's
pre-IPO stockholders. The amendment was filed in order to comply with SEC rules
and does not increase the number of shares that may be sold under the Resale
Shelf. The Company is not itself selling any securities and the filing does not
represent an underwritten secondary offering. No sales can be made under the
Resale Shelf until the SEC staff declares it effective.
The information contained in this Item 7.01 is furnished and shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, and such information shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act.
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