MediaAlpha, Inc. has terminated its Tax Receivables Agreement (TRA) with a group of entities known as Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC (collectively PLX). The termination was executed via an Assignment, Assumption and Termination Agreement signed on September 9, 2026. Under the terms of the agreement, MediaAlpha purchased PLX’s interest in the TRA for $12.0 million in cash.
The transaction resulted in a discount of $10.7 million, or 47%, relative to the estimated total value of the liability as of June 30, 2026. At that time, MediaAlpha’s estimated future liability under the TRA was $54.7 million, with $22.7 million attributable to PLX. Following the transaction, MediaAlpha estimates that the total remaining liability under the TRA will be approximately $32 million as of September 30, 2026.
The remaining payments under the TRA will continue with respect to the other counterparties. The transaction was approved by the Company’s Board of Directors, a majority of whom are independent and disinterested directors. The Company funded the cash payment for the purchase from its subsidiaries' cash balances. Additionally, QL Holdings LLC, a partnership subsidiary of MediaAlpha, made a pro rata distribution to its members, which included certain directors and executive officers of the Company.