SCHEDULE: MediaAlpha Ownership Update: White Mountains Stake at 31.7%
Beneficial Ownership Update
White Mountains Insurance Group and WM Hinson updated their beneficial ownership in MediaAlpha, Inc. Class A Common Stock to 31.7%, a change solely due to an increase in outstanding shares.
Summary
- White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd. (Reporting Persons) filed Amendment No. 5 to their Schedule 13D regarding MediaAlpha, Inc. Class A Common Stock.
- The amendment reports a change in the percentage of Class A Shares beneficially owned by the Reporting Persons.
- This change is solely attributed to an increase in the number of outstanding Class A Shares, as disclosed in MediaAlpha's Form 10-Q filed on August 6, 2025.
- As of the filing date, the Reporting Persons collectively beneficially own 17,856,614 Class A Shares.
- This aggregate ownership represents approximately 31.68% of the outstanding Class A Shares.
- White Mountains directly holds 900,000 Class A Shares and indirectly owns 16,956,614 Class A Shares through its wholly-owned subsidiary, WM Hinson.
- The percentage calculations are based on 56,370,303 Class A Shares issued and outstanding as of July 31, 2025.
Sentiment
Score: 5
Explanation: The filing is a routine amendment to report a change in beneficial ownership percentage, explicitly stating it's due to a change in outstanding shares, not a strategic move or performance issue. It's neutral in sentiment.
Risks
- Reporting Persons disclaim beneficial ownership of Class A Shares that they may be deemed to beneficially own, particularly those held by WM Hinson or other Stockholders' Agreement Parties.
- The filing of this amendment does not constitute an admission that any Reporting Person, or their partners, members, directors, officers, or affiliates, is the beneficial owner of any Class A Shares they may be deemed to beneficially own.
- Reporting Persons disclaim membership in a group with each other Stockholders' Agreement Party, despite potential deeming of beneficial ownership due to the Stockholders Agreement.
Related Party Transactions
- OBF Investments, LLC, which holds 3,923,885 Class B Shares, is owned by trusts for the benefit of Steven Yi and members of his family. Mr. Yi does not have voting or dispositive control over these shares.
Key Dates
| Date | Description |
|---|---|
| 2021-06-25 | Date of Schedule 13D filing by OBF Investments, LLC and Jason Heiling. |
| 2023-06-30 | Original Schedule 13D filing date by White Mountains Insurance Group, Ltd. and WM Hinson (Bermuda) Ltd. |
| 2025-07-31 | Date as of which 56,370,303 Class A Shares were issued and outstanding for MediaAlpha, Inc. |
| 2025-08-06 | Date MediaAlpha, Inc. filed its Form 10-Q with the SEC, disclosing the change in outstanding Class A Shares. |
| 2025-08-08 | Date of event requiring filing of this Amendment No. 5 to Schedule 13D. |
Keywords
MediaAlpha, White Mountains Insurance Group, WM Hinson, Schedule 13D, Beneficial Ownership, Class A Common Stock, SEC Filing, Investment, Shareholding, Corporate Governance
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