MAX 10-Q
MediaAlpha, Inc. (MAX)
10-Q
2025-10-29
For: 2025-09-30
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from __________ to __________
Commission File Number: 001-39671
____________________
(Exact name of registrant as specified in its charter)
____________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices, including zip code)
(213 ) 316-6256
(Registrant's telephone number, including area code)
_______________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | ☒ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of October 17, 2025, there were 56,868,573 shares of MediaAlpha, Inc.'s Class A common stock, $0.01 par value per share, and 8,303,267 shares of MediaAlpha, Inc.’s Class B common stock, par value $0.01 per share, outstanding.
MediaAlpha, Inc. and Subsidiaries
TABLE OF CONTENTS
| Item 1 | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| Item 1 | ||||||||
| Item 1A | ||||||||
| Item 2 | ||||||||
| Item 3 | ||||||||
| Item 4 | ||||||||
| Item 5 | ||||||||
| Item 6 | ||||||||
2
Certain Definitions
As used in this Quarterly Report on Form 10-Q:
•“Class A-1 units” refers to the Class A-1 units of QL Holdings LLC (“QLH”).
•“Class B-1 units” refers to the Class B-1 units of QLH.
•“Company,” “we,” or “us” refers to MediaAlpha, Inc. and its consolidated subsidiaries, unless the context requires otherwise.
•“Consumer Referral” means any consumer click, call or lead purchased by a buyer on our platform.
•“Consumers” refer to end consumers. Examples include individuals shopping for insurance policies.
•“Direct-to-consumer” or “DTC” means the sale of insurance products or services directly to end consumers, without the use of retailers, brokers, agents or other intermediaries.
•“Distributor” means any company or individual that is involved in the distribution of insurance, such as an insurance agent or broker.
•“Exchange agreement” means the exchange agreement, dated as of October 27, 2020 by and among MediaAlpha, Inc., QLH, Intermediate Holdco, Inc. and certain Class B-1 unitholders party thereto.
•“Founders” means, collectively, Steven Yi, Eugene Nonko, and Ambrose Wang.
•“High-intent” consumer or customer means an in-market consumer that is actively browsing, researching or comparing the types of products or services that our partners sell.
•“Insignia” means Insignia Capital Group, L.P. and its affiliates.
•“Intermediate Holdco” means Guilford Holdings, Inc., our wholly owned subsidiary and the owner of all Class A-1 units.
•“IPO” means our initial public offering of our Class A common stock, which closed on October 30, 2020.
•“Lifetime value” or “LTV” is a type of metric that many of our business partners use to measure the estimated total worth to a business of a customer over the expected period of their relationship.
•“Open Marketplace” refers to one of our two business models. In Open Marketplace transactions, we have separate agreements with Demand Partners and Supply Partners. We earn fees from our Demand Partners and separately pay a revenue share to our Supply Partners and a fee to internet search companies to drive consumers to our proprietary websites.
•“Partner” refers to a buyer or seller on our platform, also referred to as “Demand Partners” and “Supply Partners,” respectively.
◦“Demand partner” or "customer" refers to a buyer on our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our Demand Partners are generally insurance carriers and distributors looking to target high-intent consumers deep in their purchase journey.
◦“Supply partner” or “supplier” refers to a seller to our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our Supply Partners are primarily insurance carriers looking to maximize the value of non-converting or low LTV consumers, and insurance-focused research destinations or other financial websites looking to monetize high-intent consumers.
•“Private Marketplace” refers to one of our two business models. In Private Marketplace transactions, Demand Partners and Supply Partners contract with one another directly and leverage our platform to facilitate transparent, real-time transactions utilizing the reporting and analytical tools available to them from use of our platform. We charge a fee to our Supply Partners based on the Transaction Value of the Consumer Referrals sold through Private Marketplace transactions.
•“Proprietary” means, when used in reference to our properties, the websites and other digital properties that we own and operate. Our proprietary properties are a source of Consumer Referrals on our platform.
•“Reorganization Transactions” means the series of reorganization transactions completed on October 27, 2020 in connection with our IPO.
3
•“Senior Executives” means the Founders and the other current and former officers of the Company listed in Exhibit A to the Exchange Agreement. This term also includes any estate planning vehicles or other holding companies through which such persons hold their units in QLH.
•“Transaction Value” means the total gross dollars transacted by our partners on our platform.
•“Vertical” means a market dedicated to a specific set of products or services sold to end consumers. Examples include property & casualty insurance, life insurance, health insurance, and travel.
•“White Mountains” means White Mountains Insurance Group, Ltd. and its affiliates.
Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary
We are including this Cautionary Statement to caution investors and qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•Our ability to attract and retain Supply Partners and Demand Partners to our platform and to make available quality Consumer Referrals at attractive volumes and prices to drive transactions on our platform;
•Our reliance on a limited number of Supply Partners and Demand Partners, many of which have no long-term contractual commitments with us, and any potential termination of those relationships;
•Fluctuations in customer acquisition spending by property and casualty insurance carriers due to unexpected changes in underwriting profitability as the carriers go through cycles in their business;
•Existing and future laws and regulations affecting the property & casualty insurance, health insurance and life insurance verticals;
•Changes and developments in the regulation of the underlying industries in which our partners operate;
•Competition with other technology companies engaged in digital customer acquisition, as well as buyers that attract consumers through their own customer acquisition strategies, third-party online platforms or other methods of distribution;
•Our ability to attract, integrate and retain qualified employees;
•Reductions in DTC digital spend by our buyers;
•Mergers and acquisitions could result in additional dilution and otherwise disrupt our operations and harm our operating results and financial condition;
•Our dependence on internet search companies to direct a significant portion of visitors to our suppliers’ websites and our proprietary websites;
•The terms and restrictions of our existing and future indebtedness;
•Disruption to operations as a result of future acquisitions;
•Our failure to obtain, maintain, protect and enforce our intellectual property rights, proprietary systems, technology and brand;
•Our ability to develop new offerings and penetrate new vertical markets;
•Our ability to manage future growth effectively;
4
•Our reliance on data provided to us by our Demand and Supply Partners and consumers;
•The impact of broad-based pandemics or public health crises;
•Natural disasters, political crises, economic downturns, or other unexpected events;
•Significant estimates and assumptions in the preparation of our consolidated financial statements;
•Potential litigation and claims, including claims by regulatory agencies and intellectual property disputes;
•Our ability to collect our receivables from our partners;
•Fluctuations in our financial results caused by seasonality;
•The development of the DTC insurance distribution sector and evolving nature of our relatively new business model;
•Disruptions to or failures of our technological infrastructure and platform;
•Failure to manage and maintain relationships with third-party service providers;
•Cybersecurity breaches or other attacks involving our systems or those of our partners or third-party service providers;
•Our ability to protect consumer information and other data and risks of reputational harm due to an actual or perceived failure by us to protect such information and other data;
•Risks related to laws and regulation to which we are subject both in the U.S. and internationally, many of which are evolving;
•Risks related to changes in tax laws or exposure to additional income or other tax liabilities could affect our future profitability;
•Risks related to being a public company;
•Risks related to internal control over financial reporting;
•Risks related to shares of our Class A common stock;
•Risks related to our intention to take advantage of certain exemptions as a former “controlled company” under the rules of the NYSE, and the fact that the interests of our controlling stockholders (White Mountains, Insignia, and the Founders) may conflict with those of other investors;
•Risks related to our corporate structure; and
•The other risk factors described under Part I, Item 1A "Risk Factors" in our 2024 Annual Report on Form 10-K and under Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
5
Part I. Financial Information
Item 1. Financial Statements.
MediaAlpha, Inc. and subsidiaries
Consolidated Balance Sheets
(Unaudited; in thousands, except share data and per share amounts)
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash | |||||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' deficit | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion | |||||||||||
| Liabilities under tax receivables agreement, net of current portion | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
Commitments and contingencies (Note 5) | |||||||||||
Stockholders' deficit | |||||||||||
Class A common stock, $ | |||||||||||
Class B common stock, $ | |||||||||||
Preferred stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
Accumulated deficit | ( | ( | |||||||||
| Total stockholders' (deficit) equity attributable to MediaAlpha, Inc. | $ | ( | $ | ||||||||
Non-controlling interests | ( | ( | |||||||||
Total stockholders' deficit | $ | ( | $ | ( | |||||||
| Total liabilities and stockholders' deficit | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
6
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Operations
(Unaudited; in thousands, except share data and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs and operating expenses | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| Product development | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Write-off of intangible assets | |||||||||||||||||||||||
| Total costs and operating expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ||||||||||||||||||||||
| Other (income), net | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total other expense, net | |||||||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net income (loss) attributable to non-controlling interest | ( | ||||||||||||||||||||||
| Net income (loss) attributable to MediaAlpha, Inc. | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net income (loss) per share of Class A common stock | |||||||||||||||||||||||
| -Basic | $ | $ | $ | ( | $ | ||||||||||||||||||
| -Diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Weighted average shares of Class A common stock outstanding | |||||||||||||||||||||||
| -Basic | |||||||||||||||||||||||
| -Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
7
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Stockholders’ Deficit
(Unaudited; in thousands, except share data)
| Class A common stock | Class B common stock | Additional Paid-In- Capital | Accumulated deficit | Non- Controlling Interest | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Vesting of performance-based restricted stock units | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Net (loss) | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Contributions from QLH’s members | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Net (loss) | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Exchange of non-controlling interest for Class A common stock | ( | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Contributions from QLH’s members | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Repurchases of Class A common stock | ( | ( | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
8
| Class A common stock | Class B common stock | Additional Paid-In- Capital | Accumulated deficit | Non- Controlling Interest | Total Stockholders’ Deficit | ||||||||||||||||||||||||||||||||||||||||||
| Units | Amount | Units | Amount | Amount | Amount | Amount | Amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Exchange of non-controlling interest for Class A common stock | ( | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net (loss) | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Exchange of non-controlling interest for Class A common stock | ( | ( | ( | — | |||||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Contributions from QLH’s members | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld on tax withholding on vesting of restricted stock units | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
9
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
Equity-based compensation expense | |||||||||||
| Non-cash lease expense | |||||||||||
| Depreciation expense on property and equipment | |||||||||||
| Amortization of intangible assets | |||||||||||
| Amortization of deferred debt issuance costs | |||||||||||
| Write-off of intangible assets | |||||||||||
| Credit losses | ( | ||||||||||
| Tax receivables agreement liability related adjustments | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Other assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Accrued expenses | |||||||||||
| Net cash provided by operating activities | $ | $ | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | ( | ( | |||||||||
| Acquisition of intangible assets | ( | ||||||||||
| Net cash (used in) investing activities | $ | ( | $ | ( | |||||||
| Cash flows from financing activities | |||||||||||
| Repayments on long-term debt | ( | ( | |||||||||
| Payments of debt issuance costs | ( | ||||||||||
| Repurchases of Class A common stock | ( | ||||||||||
| Contributions from QLH’s members | |||||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Shares withheld for taxes on vesting of restricted stock units | ( | ( | |||||||||
| Net cash (used in) financing activities | $ | ( | $ | ( | |||||||
| Net increase in cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | $ | |||||||||
| Income taxes paid, net of refunds | $ | $ | |||||||||
| Non-cash Investing and Financing Activities: | |||||||||||
Establishment of tax indemnification receivable in connection with the Reorganization Transactions | $ | ( | $ | ( | |||||||
| Right-of-use assets obtained in exchange of lease obligations | $ | $ | |||||||||
| Vesting of performance-based restricted stock units | $ | $ | |||||||||
Accrued excise tax and fees on repurchases of Class A common stock | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
10
MediaAlpha, Inc. and subsidiaries
Notes to the Consolidated Financial Statements
(Unaudited)
1. Summary of significant accounting policies
The Company's significant accounting policies are included in the 2024 Annual Report on Form 10-K and did not materially change during the nine months ended September 30, 2025.
Basis of presentation
The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included.
The December 31, 2024 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2024 Annual Report on Form 10-K.
Accounts receivable
Accounts receivable are net of allowances for credit losses of $1.0
Concentrations of credit risk and of significant Demand Partners and Supply Partners
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to unusual risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits.
Customer and supplier concentrations consisted of the below:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Revenue | 2 | $ | % | 2 | $ | % | |||||||||||||||||
| Purchases | 2 | $ | % | 2 | $ | % | |||||||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Revenue | 2 | $ | % | 2 | $ | % | |||||||||||||||||
| Purchases | 2 | $ | % | — | $ | — | — | % | |||||||||||||||
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| As of September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Accounts receivable | 2 | $ | % | 2 | $ | % | |||||||||||||||||
| Accounts payable | 3 | $ | % | 4 | $ | % | |||||||||||||||||
Related Party Transactions
The Company is party to the tax receivables agreement ("TRA"), under which it is contractually committed to pay certain holders of Class B-1 units 85 % of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. As of September 30, 2025 and December 31, 2024, the Company had accrued $6.9 million and $7.0 million, respectively, for estimated payments related to the 2024 tax year under the TRA as these payments were probable. During the three and nine months ended September 30, 2025 and 2024, no
Liquidity
As of September 30, 2025, the aggregate principal amount outstanding under the 2021 Credit Facilities was $156.3 million, with $45.0 million remaining available for borrowing under the 2021 Revolving Credit Facility. On August 4, 2025, the Company entered into an amendment to the 2021 Credit Facilities, pursuant to which lenders representing $138.1 million and $4.6 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, agreed to extend the maturity date of such loans or revolving commitments by one year 13.3 million and $0.4 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, did not extend the maturity date of their loans or revolving commitments, and such loans are considered to be current liabilities as their maturity falls within twelve months from September 30, 2025, as further discussed in Note 4 - Long-term debt.
As of September 30, 2025, the Company was in compliance with all of its financial covenants under such credit facilities. The Company’s ability to continue to comply with its covenants will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control.
On October 30, 2024, the Company received a letter from the staff of the Federal Trade Commission ("FTC") stating that the FTC Staff was prepared to recommend the filing of a complaint against the Company seeking injunctive and monetary relief and civil penalties. On July 3, 2025 the Company reached agreement with the FTC Staff on the terms of a Consent Order that the Staff was prepared to recommend to the FTC Commissioners to fully resolve all of the FTC's claims ("Consent Order"). On August 6, 2025, the complaint and Consent Order were filed with the Court, and on October 16, 2025, the Court entered the Consent Order. Under the terms of the Consent Order, the Company has agreed to pay $45.0 million and to certain other provisions as further discussed in Note 5 - Commitments and contingencies - Litigation and other matters. The Company paid the initial payment of $33.5 million on October 21, 2025, from cash on hand, and the remaining $11.5 million is payable by January 14, 2026.
The Company’s results are subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. The Company believes that its expected near-term revenue, cash on hand and availability to access additional cash under its 2021 Revolving Credit Facility are sufficient to meet its operating and capital expenditure requirements, and to continue to comply with its debt covenants, for at least the next twelve months as of the filing date of this Quarterly Report on Form 10-Q. The extent to which market conditions impact the Company’s business, results of operations, cash flows and financial condition will depend on future developments impacting its carrier partners, including tariffs and inflation rates, the extent of any major catastrophic losses, and the timing of regulatory approval of premium rate increases, which remain highly uncertain and cannot be predicted with accuracy. The Company considered the impact of this uncertainty on the assumptions and estimates used when preparing these quarterly financial statements. These assumptions and estimates may continue to change as new events occur, and such changes could have an adverse impact on the Company's results of operations, financial position and liquidity.
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New Accounting Pronouncements
Recently adopted accounting pronouncements
There have been no recently adopted accounting pronouncements by the Company.
Recently issued not yet adopted accounting pronouncements
In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosure, in the notes to the consolidated financial statements, of prescribed categories of expenses within relevant income statement captions. In March 2025, the FASB issued ASU No. 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.”ASU No. 2025-01 clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of the ASU on its disclosures in the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosure. The amendments in the ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis but retrospective application is permitted. The Company will adopt the guidance for its annual report on Form 10-K for the year ended December 31, 2025, which will result in additional disclosures related to income taxes but will not impact the Company's results of operations or financial position.
2. Disaggregation of revenue
The following table shows the Company’s revenue disaggregated by transaction model:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
Open Marketplace transactions | $ | $ | $ | $ | ||||||||||||||||||||||
Private Marketplace transactions | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
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The following table shows the Company’s revenue disaggregated by product vertical:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Property & casualty insurance | $ | $ | $ | $ | ||||||||||||||||||||||
| Health insurance | ||||||||||||||||||||||||||
| Life insurance | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
3. Goodwill and intangible assets
Goodwill and intangible assets consisted of:
| As of | ||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Useful life (months) | Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Non-compete agreements | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Trademarks, trade names, and domain names | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Goodwill | Indefinite | $ | $ | — | $ | $ | $ | — | $ | |||||||||||||||||||||||||||||||||||
Amortization expense related to intangible assets was $0.5 million and $1.6 million for the three months ended September 30, 2025 and 2024, respectively, and $2.5 million and $4.8 million for the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the Company recognized a charge of $13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names acquired as part of the acquisition of Customer Helper Team, LLC as the Company did not intend to use or expect any future economic benefits from these intangible assets. The Company has no accumulated impairment of goodwill.
The following table presents the changes in goodwill and intangible assets:
| As of | ||||||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (in thousands) | Goodwill | Intangible assets | Goodwill | Intangible assets | ||||||||||||||||||||||
| Beginning balance at January 1, | $ | $ | $ | $ | ||||||||||||||||||||||
| Additions to goodwill and intangible assets | ||||||||||||||||||||||||||
| Amortization | — | ( | — | ( | ||||||||||||||||||||||
| Write-off of intangible assets | — | ( | — | |||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | ||||||||||||||||||||||
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As of September 30, 2025, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:
| (in thousands) | Amortization expense | |||||||
| 2025–Remaining Period | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| $ | ||||||||
4. Long-term debt
On July 29, 2021, QuoteLab, LLC (“Borrower”) and QLH entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Credit Agreement”). On June 8, 2023, the Borrower and QLH entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended by the Second Amendment, the “Existing Credit Agreement”).
On August 4, 2025 ("Effective Date"), the Borrower and QLH entered into a Third Amendment (the “Third Amendment”) to the Existing Credit Agreement (as amended by the Third Amendment, the “Amended Credit Agreement”), pursuant to which lenders representing $138.1 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date agreed to extend the maturity date by one year , to July 29, 2027 ("Extended Term Loans"). The remaining $13.3 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility, as of the Effective Date (the “Non-Extended Term Loans” and, together with the Extended Term Loans, the “Term Loans”) will mature on July 29, 2026. The Term Loans amortize quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25 % of the aggregate principal amount of the Term Loans initially made on July 29, 2021. Also, as of the Effective Date, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity date by one year , to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026. The Third Amendment was treated as a debt modification and the costs associated with the modification were not material to the consolidated financial information.
The Third Amendment did not impact the covenants or other terms and conditions under the Existing Credit Agreement and did not result in any additional cash proceeds to the Company. The Company plans to further seek refinancing of the 2021 Credit Facilities prior to July 2026.
Long-term debt consisted of the following:
| As of | ||||||||||||||
| (in thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| 2021 Term Loan Facility | $ | $ | ||||||||||||
| 2021 Revolving Credit Facility | ||||||||||||||
Unamortized debt issuance costs | ( | ( | ||||||||||||
| Total debt | $ | $ | ||||||||||||
Less: current portion, net of debt issuance costs of $ | ( | ( | ||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
The Company incurred interest expense on the 2021 Term Loan Facility of $2.6 million and $3.3 million for the three months ended September 30, 2025 and 2024, respectively, and $8.0 million and $10.3 million for the nine months ended September 30, 2025 and 2024, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facilities of $0.2 0.5 million and $0.6 million for the nine months ended September 30, 2025 and 2024, respectively.
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As of September 30, 2025, the Company’s borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million, which carries a commitment fee that is based on the Company’s consolidated total net leverage ratio and ranges from 0.25 % to 0.50 %. The commitment fee on the unused portion of the 2021 Revolving Credit Facility was 0.25 % as of September 30, 2025. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.1 0.4 million and $0.5 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company’s interest rates on the outstanding borrowings under the 2021 Term Loan Facility and 2021 Revolving Credit Facility were 6.39
Accrued interest was $1.7 million as of September 30, 2025 and $2.9 million as of December 31, 2024, and is included within accrued expenses on the consolidated balance sheets. As of September 30, 2025, the Company was in compliance with all covenants under the 2021 Credit Facilities.
The expected future principal payments for all borrowings as of September 30, 2025 were as follows:
| (in thousands) | Contractual maturity | |||||||
| 2025–Remaining Period | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Unamortized debt issuance costs | ( | |||||||
| Total debt | $ | |||||||
5. Commitments and contingencies
Litigation and other matters
The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.
FTC Matter
On February 21, 2023, the Company received a civil investigative demand from the FTC regarding compliance with the FTC Act and the Telemarketing Sales Rule, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. On October 30, 2024, the Company received a letter from the staff of the FTC (the “FTC Staff”) stating that the FTC Staff was prepared to recommend the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the Telemarketing Sales Rule ("TSR") and the Government and Business Impersonation Rule (the “Impersonation Rule”).
The FTC Staff alleged that, in connection with the Company’s lead generation and telemarketing activities, the Company represented itself as affiliated with government entities, made misleading claims (in particular regarding health insurance products and the Company’s use of consumers’ personal information) and utilized deceptive advertising, in violation of Section 5(a) of the FTC Act. The FTC Staff further alleged that the Company violated the Impersonation Rule in representing itself to be affiliated with government entities and the TSR in connection with its telemarketing activities, and assisted and facilitated violations of the TSR by its Demand Partners in the under-65 health vertical.
On July 3, 2025, the Company reached agreement with the FTC Staff on the terms of a Consent Order that the Staff was prepared to recommend to the Commissioners of the FTC to fully resolve the FTC’s claims. On August 6, 2025, the complaint and Consent Order were filed with the Court, and on October 16, 2025, the Court entered the Consent Order. Under the terms of the Consent Order, which includes no admission or denial of wrongdoing to the FTC’s allegations, the Company has agreed to pay $45.0 million as monetary relief, of which $33.5 million was payable within seven days of entry of the Consent Order by the court and was designated as restricted cash on the consolidated balance sheet as of September 30, 2025. The remaining $11.5 million is payable by January 14, 2026, 90 days following entry of the Consent Order. The Company paid
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the initial payment of $33.5 million on October 21, 2025. Under the Consent Order, the Company has also agreed to, among other things: implement processes to review its advertising and marketing materials relating to under-65 health plans for compliance; include certain disclosures on its lead generation websites relating to under-65 health plans; implement processes to oversee the compliance of its under-65 health Demand Partners, Supply Partners and affiliates; comply with the TSR and not make any misrepresentations in connection with lead generation or the advertising, marketing, or promotion of any good or service; not collect, transfer or disclose consumer information without express informed consent; transfer certain inactive under-65 health website domains owned by the Company; and comply with certain data deletion, recordkeeping and cooperation provisions.
Based on the terms of the settlement, the Company has recorded a loss in connection with the FTC Matter. As of September 30, 2025 and December 31, 2024, the Company had recorded a reserve of $45.0 million and $7.0 million, respectively, in connection with this matter, which has been recorded within accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheets.
During the three and nine months ended September 30, 2025, the Company incurred legal fees of $0.2 million and $4.3 million, respectively, and during the three and nine months ended September 30, 2024, the Company incurred legal fees of $0.2 million and $2.0 million, respectively, in connection with the FTC Matter, which are included within general and administrative expenses on the consolidated statement of operations.
Other matters
On February 26, 2024, the Company received an assessment from the City of Los Angeles related to its examination of the Company's Business Tax filings for tax years 2018 through 2023. Such assessment was affirmed by the Appeals Review Officer at an initial hearing in July 2024, and by the Board of Review of the Office of Finance on July 23, 2025. The Company has remitted the assessed amount to avoid interest and penalties, and plans to initiate litigation challenging the assessment and the City's classification and methodology in applying the Business Tax to the Company. Payment of such amount does not constitute an admission that the Company is subject to such taxes, and if the Company prevails in the litigation the City would be required to repay such amounts or credit them against taxes payable in the future, potentially with interest. As of September 30, 2025, the Company has assessed its probable loss related to this matter and has accrued a reserve, which is not material.
As of September 30, 2025 and December 31, 2024, the Company did no
6. Equity-based compensation
Equity-based compensation cost recognized for equity-based awards outstanding during the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| QLH restricted Class B-1 units | $ | $ | $ | $ | ||||||||||||||||||||||
| Restricted Class A shares | ||||||||||||||||||||||||||
| Restricted stock units | ||||||||||||||||||||||||||
| Performance-based restricted stock units | ||||||||||||||||||||||||||
| Total equity-based compensation | $ | $ | $ | $ | ||||||||||||||||||||||
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Equity-based compensation cost was included in the following expense categories in the consolidated statements of operations during the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Sales and marketing | ||||||||||||||||||||||||||
| Product development | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Total equity-based compensation | $ | $ | $ | $ | ||||||||||||||||||||||
As of September 30, 2025, total unrecognized compensation cost related to unvested restricted stock units was $58.2 million, which is expected to be recognized over a weighted-average period of 2.71 years.
7. Stockholders' Deficit
Share Repurchases
On September 3, 2025, a special committee of the Company's Board of Directors comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors, authorized the Company to enter into a Share Repurchase Agreement with Insignia to repurchase 3,234,894 shares of the Company’s Class A common stock at a price of $10.17 per share, for an aggregate purchase price of $32.9 million. As part of the transaction, Insignia exchanged all of its remaining 3,234,894 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one -for-one basis. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock. The repurchase price represented a discount of approximately 5.5 % to the closing price of the Company’s Class A common stock on September 2, 2025. The transaction was completed on September 4, 2025. The excess between the repurchase price and the par value of the shares of Class A common stock repurchased was recorded as an adjustment to additional-paid-in capital, including excise tax and fees of $0.2 million.
On October 28, 2025, the Company's Board of Directors authorized a new Share Repurchase Program to repurchase up to $50 million of shares of Class A common stock ("Repurchase Program"). The Company may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods. The timing and amount of any share repurchases will be determined by the Company’s management in its discretion based on their ongoing evaluation of market and economic conditions, the trading price and volume of the Company’s Class A common stock, the Company’s capital needs and investment opportunities, and other factors. The Repurchase Program is expected to be completed by the end of 2026, but may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.
8. Fair Value Measurements
The Company does not have any financial instruments measured at fair value on a recurring basis.
The Company’s financial instruments measured at fair value on a non-recurring basis consist of:
Long-Term Debt
9. Income taxes
MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc. Accordingly, the Company is not liable for income taxes on the portion of QLH’s
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earnings not allocated to it. MediaAlpha, Inc. files and pays corporate income taxes for U.S. federal and state income tax purposes and its corporate subsidiary, Skytiger Studio, Ltd., is subject to taxation in Taiwan. The Company expects this structure to remain in existence for the foreseeable future.
The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The following table summarizes the Company's income tax expense:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except percentages) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | |||||||||||||||||||||
| Income tax expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Effective Tax Rate | % | % | ( | % | % | |||||||||||||||||||||
The Company's effective tax rate of 0.3 % and (4.7 )% for the three and nine months ended September 30, 2025, respectively, and 2.6 % and 3.1 % for the three and nine months ended September 30, 2024, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of changes in valuation allowance.
There were no material changes to the Company’s unrecognized tax benefits during the three and nine months ended September 30, 2025. The Company is currently under examination by various tax authorities in the United States. These examinations are in preliminary stages and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.
During the three and nine months ended September 30, 2025, holders of Class B-1 units exchanged 3,270,762 0 and 6,496,800 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one -for-one basis (“Exchanges”). In connection with the Exchanges, the Company did not establish any additional liabilities related to the TRA, which are presented within additional paid-in capital in its consolidated statements of stockholders’ deficit. In connection with the Exchanges and the changes to the carrying value of the non-controlling interest, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital, but during the three and nine months ended September 30, 2025 and 2024, the Company did not recognize any additional deferred tax assets as the Company has recognized a full valuation allowance on its deferred tax assets.
As of September 30, 2025 and December 31, 2024, the Company had a valuation allowance of $127.5 million and $120.6 million, respectively, against its deferred tax assets. The valuation allowance reflects the Company's recent history of pre-tax losses, which represents significant objective negative evidence that the Company will be able to generate sufficient taxable income to realize its deferred tax assets in the foreseeable future. Such negative evidence is difficult to overcome and limits the consideration of other subjective evidence, such as projected future earnings. Based on the significant improvement in the Company's pre-tax income during 2024 and the third quarter of 2025, and its current forecasts of sustained profitability, the Company expects that in the near future, which could be as early as the fourth quarter of 2025, the positive evidence supporting the realizability of its deferred tax assets will outweigh the negative evidence, in which event the Company would be able to release a portion or all of the valuation allowance. Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net income.
On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States and the Company continues to assess its impact. The OBBB Act did not have a material impact on the Company's estimated annual effective tax rate or deferred tax assets.
Tax Receivables Agreement
In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with Insignia, Senior Executives, and White Mountains. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units, together with shares of Class B common stock, are exchanged for shares of Class A common stock (or, at the Company’s election, redeemed for cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities.
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In the event the Company generates taxable income for any year, the Company would be required to recognize a portion or all of the liability under the TRA, which could be as early as the fourth quarter of 2025. In relation to the estimated payments under the TRA for the 2024 tax year, as these payments were deemed probable, the Company recorded a liability of $6.9 million and $7.0 million as of September 30, 2025 and December 31, 2024, respectively, within accrued expenses and liabilities under tax receivables agreement, net of current portion, on the consolidated balance sheets. If the Company had determined that it was probable that it would generate sufficient future taxable income to make future payments under the TRA, it would have also recorded an additional liability pursuant to the TRA of approximately $122 million and $115 million as of September 30, 2025 and December 31, 2024, respectively, in the consolidated balance sheets.
10. Net Income (Loss) Per Share
The following table presents the calculation of basic and diluted net income (loss) per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands except share data and per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Less: net income (loss) attributable to non-controlling interest | ( | ||||||||||||||||||||||
| Net income (loss) attributable to MediaAlpha, Inc. | $ | $ | $ | ( | $ | ||||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted-average shares of Class A common stock outstanding - basic | |||||||||||||||||||||||
Weighted-average shares of Class A common stock outstanding - diluted | |||||||||||||||||||||||
Net income (loss) per share of Class A common stock - basic | $ | $ | $ | ( | $ | ||||||||||||||||||
Net income (loss) per share of Class A common stock - diluted | $ | $ | $ | ( | $ | ||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||
| (in thousands except share data and per share amount) | 2025 | 2024 | |||||||||
| Diluted | |||||||||||
Net (loss) income | $ | ( | $ | ||||||||
Add: incremental tax benefits related to exchange of Class B-1 units | ( | ||||||||||
Net (loss) income available for diluted common shares | $ | ( | $ | ||||||||
| Weighted-average shares outstanding: | |||||||||||
| Class A common stock | |||||||||||
Class B-1 units of QLH | |||||||||||
| Weighted-average shares of Class A common stock and potential Class A common stock | |||||||||||
Net (loss) income per share of Class A common stock - diluted | $ | ( | $ | ||||||||
Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs using the treasury stock method and the outstanding QLH restricted Class B-1 units using the if-converted method, are included when calculating diluted net income (loss) per share attributable to MediaAlpha, Inc. when their effect is dilutive. The effects of the Company’s potentially dilutive
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securities were not included in the calculation of diluted income (loss) per share as the effect of their inclusion would be anti-dilutive.
The following table summarizes the shares and units with a potentially dilutive impact for the three months ended September 30, 2025 and 2024:
| As of | |||||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||
| QLH Class B-1 Units | |||||||||||
| Restricted stock units | |||||||||||
PRSUs | |||||||||||
| Potentially dilutive shares | |||||||||||
The following table summarizes the shares and units with a potentially dilutive impact for the nine months ended September 30, 2025 and 2024:
| As of | |||||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||
| Restricted stock units | |||||||||||
PRSUs | |||||||||||
| Potentially dilutive shares | |||||||||||
For the three and nine months ended September 30, 2024, the outstanding performance based RSUs were included in the potentially dilutive securities to the level in which the performance conditions had been met as of September 30, 2024.
11. Non-Controlling Interest
Pursuant to QLH’s limited liability company agreement, QLH has two classes of equity securities, Class A-1 units, which have all voting rights in QLH, and Class B-1 units, which have no voting or control rights. The Company allocates a share of net income (loss) to the holders of non-controlling interests pro-rata to their ownership interest in QLH at a point in time.
During the three and nine months ended September 30, 2025, the holders of the non-controlling interests had completed 3,270,762 0 and 6,496,800 Exchanges, respectively. As of September 30, 2025, the holders of the non-controlling interests owned 12.8 % of the total equity interests in QLH, with the remaining 87.2 % owned by MediaAlpha, Inc. As of December 31, 2024, the holders of the non-controlling interests owned 17.3 % of the total equity interests in QLH, with the remaining 82.7 % owned by MediaAlpha, Inc.
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Item 2. Management’s discussion and analysis of financial condition and results of operations
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading "Cautionary Statement Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading "Risk Factors" in Part II, Item 1A of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.
Management overview
Our mission is to help insurance carriers and distributors target and acquire consumers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the largest online customer acquisition platform in our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance, supporting $2.0 billion in Transaction Value across our platform from these verticals over the twelve-month period ended September 30, 2025.
We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a Demand Partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a Supply Partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. During the twelve-month period ended September 30, 2025, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.7 million Consumer Referrals on our platform each month.
We generate revenue by earning a fee for each Consumer Referral sold on our platform. A transaction becomes payable upon a qualifying consumer action, such as a click, call or lead, and is generally not contingent on the sale of a product to the consumer.
We believe our technology is a key differentiator and a powerful driver of our performance. We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue. Through our platform, our P&C insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies.
Executive Summary
Highlights
| (in millions, except percentages) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Revenue | $ | 306.5 | 47.4 | 18.3% | $ | 259.1 | ||||||||||||||||||||
Transaction Value1 | $ | 589.3 | 137.5 | 30.4% | $ | 451.8 | ||||||||||||||||||||
Contribution1 | $ | 45.6 | 4.1 | 10.0% | $ | 41.5 | ||||||||||||||||||||
Net Income | $ | 17.6 | 5.7 | 48.4% | $ | 11.9 | ||||||||||||||||||||
Adjusted EBITDA1 | $ | 29.1 | 2.8 | 10.7% | $ | 26.3 | ||||||||||||||||||||
1.Transaction Value is an operating metric not presented in accordance with GAAP. Adjusted EBITDA, Contribution, and Contribution Margin are non-GAAP financial measures. See “Management’s discussion and analysis of financial condition and results of operations-Key business and operating metrics.” for additional information regarding the Company’s operating metrics and Non-GAAP metrics.
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For the three months ended September 30, 2025, we generated $306.5 million of revenue and $589.3 million of Transaction Value, representing increases of 18.3% and 30.4%, respectively, compared with the three months ended September 30, 2024, driven primarily by significant increases in customer acquisition spending by P&C Demand Partners as they continue to focus on growth and increasing market share in response to improving underwriting profitability, offset in part by a decline in revenue from our Health insurance vertical, in both under-65 health and Medicare, due primarily to our decision to scale back the under-65 health sub-vertical.
Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $45.6 million for the three months ended September 30, 2025, a year-over-year increase of 10.0%, driven primarily by the higher revenue, offset in part by lower margins due to reductions in Transaction Value from our Health vertical and a higher mix of Private Marketplace transactions in our P&C vertical. Contribution Margin was 14.9% in the three months ended September 30, 2025, compared with 16.0% in the three months ended September 30, 2024.
Net income for the three months ended September 30, 2025 was $17.6 million, compared with net income of $11.9 million for the three months ended September 30, 2024, due primarily to an increase in gross profit and interest income due to higher cash balances and lower interest expense resulting from lower outstanding debt balances and declining interest rates.
Adjusted EBITDA for the three months ended September 30, 2025 was $29.1 million, a year-over-year increase of 10.7%, due primarily to higher gross profit.
Other developments
On August 4, 2025, we agreed with lenders representing $138.1 million and $4.6 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date to extend the maturity date by one year, to July 29, 2027. The remaining lenders, representing $13.3 million and $0.4 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, will mature on July 29, 2026.
On September 3, 2025, a special committee of our Board of Directors comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors, authorized us to enter into a Share Repurchase Agreement with Insignia to repurchase 3,234,894 shares of Class A common stock at a price of $10.17 per share, for an aggregate purchase price of $32.9 million. As part of the transaction, Insignia exchanged all of its remaining 3,234,894 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis.
Key factors affecting our business
Revenue
We believe that our future performance will depend on many factors, including those described below and in Part I, Item 1A "Risk Factors" in our 2024 Annual Report on Form 10-K and under Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q.
Secular trends in the insurance industry
Our technology platform was created to serve and grow with our core insurance end markets. We believe secular trends in the insurance industry are critical drivers of our revenue and will continue to provide strong tailwinds for our business over the long term. Customer acquisition spending by insurance carriers is growing over time, and as more consumers shop for insurance online, direct-to-consumer marketing, which fuels our revenue, has become the fastest growing insurance distribution channel. As mass-market customer acquisition becomes more costly, insurance carriers and distributors are increasingly focusing on optimizing customer acquisition spend, which is at the core of the service we deliver on our platform. As long as these secular trends persist, we expect digital insurance customer acquisition spending to continue to grow over time, and we believe we are well-positioned to benefit from this growth.
Transaction Value
We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships
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we have with our partners. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” below). Transaction Value on our platform increased to $589.3 million and $1,543.2 million for the three and nine months ended September 30, 2025, respectively, from $451.8 million and $992.7 million for the three and nine months ended September 30, 2024, respectively, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both Demand Partners and Supply Partners on our platform. We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. For each of the three and nine months ended September 30, 2025, 99% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2024.
Our Demand and Supply Partners
Our success depends on our ability to retain and grow the number of high-quality Demand and Supply Partners on our platform. We retain and attract Demand Partners by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the nine months ended September 30, 2025, 15 of the top 20 largest auto insurance carriers by customer acquisition spend were on our platform.
Consumer Referrals
Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by insurance buyers on our platform increased to 36.5 million and 105.5 million for the three and nine months ended September 30, 2025, respectively, from 30.5 million and 83.3 million for the three and nine months ended September 30, 2024, respectively. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend.
Cyclicality
Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry. These cycles in the P&C insurance industry are characterized by periods of “soft” market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and “hard” market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our Demand Partners in the P&C insurance industry go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. Beginning in the second half of 2021, the P&C insurance industry entered a "hard” market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during 2024 as multiple carriers meaningfully increased their spending in our marketplaces, and has continued in 2025. In 2025, the U.S. government has implemented new import tariffs and increases in existing tariff rates on imported automobiles and automobile parts, and may implement additional new tariffs or tariff increases in the future. While these tariffs do not have a material direct impact on our business, they could cause a significant increase in the costs of imported automobile parts, and new and used imported automobiles, resulting in higher automobile insurance claim costs and insurance carrier loss ratios, which could result in a resumption of hard market conditions and a reduction in carrier spending on Consumer Referrals on our platform.
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Seasonality
Our results are subject to fluctuations as a result of seasonality. In particular, our P&C insurance vertical is typically characterized by seasonal strength in our quarters ending March 31 due to a greater supply of Consumer Referrals and higher customer acquisition budgets during the start of the year, and by seasonal weakness in our quarters ending December 31 due to a lower supply of Consumer Referrals available on a cost-effective basis and lower customer acquisition budgets from some buyers during those quarters. Our health insurance vertical is typically characterized by seasonal strength in our quarters ending December 31 due to open enrollment periods for health insurance and annual enrollment for Medicare during those quarters, with a material increase in consumer search volume for health products and a related increase in buyer customer acquisition budgets.
Other factors affecting our partners’ businesses include macro factors such as credit availability in the market, the strength of the economy and employment levels.
Regulations
Our revenue and earnings may fluctuate from time to time as a result of federal, state, international and industry-based laws, directives and regulations and developing standards with respect to the enforcement of those regulations. Our business is affected directly because we operate websites, conduct telemarketing and email marketing and collect, process, store, share, disclose, transfer and use consumer information and other data. Our business is affected indirectly as our clients adjust their operations as a result of regulatory changes and enforcement activity within their industries. For example, the FTC has recently started taking a new position (in recent public statements and enforcement actions) regarding the consent rules under the Telemarketing Sales Rule ("TSR"). These changes have required, and may in the future require, both us and our Partners to adjust their telemarketing activities. While it is unclear how some of these changes may ultimately be interpreted, they may have a significant impact on the market for leads, and may require us and our Partners to modify our telemarketing practices and policies. In addition, the California Consumer Privacy Act ("CCPA") became effective on January 1, 2020 and has been amended by the California Privacy Rights Act ("CPRA"), which became effective January 1, 2023, and more than 20 other states have enacted or are considering similar laws, all of which may affect our business. While it is unclear how this new legislation may be modified or how certain provisions will be interpreted, the effects of this legislation are potentially significant, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. In addition, we are licensed as a health insurance broker in all 50 states and the District of Columbia, making us subject to certain insurance laws and regulations. Our Medicare business is also subject to federal rules governing the marketing of such policies. For a description of laws and regulations to which we are generally subject, see Item 1 “Business” and Item 1A “Risk Factors.” in our 2024 Annual Report on Form 10-K and under Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q.
In addition, we are impacted by the regulation of the insurance carriers with whom we do business. In most states, insurance carriers are required to obtain approval of their premium rates from the regulatory authority in such states. The timing of such approval process, as well as the willingness of insurance regulators to approve rate increases, can impact the profitability of new policies and the level of customer acquisition spending by carriers in a given period, which in turn can cause fluctuations in our revenue and earnings.
Key components of our results of operations
Revenue
We operate primarily in the P&C insurance, health insurance, and life insurance verticals and generate revenue through the purchase and sale of Consumer Referrals.
The price and amount of Consumer Referrals purchased and sold on our platform vary based on a number of market conditions and consumer attributes, including (i) geographic location of consumers, (ii) demographic attributes of consumers, (iii) the source of Consumer Referrals and quality of conversion by source, (iv) the volume of Consumer Referrals provided by our Supply Partners, (v) Demand Partner bid levels and (vi) Demand Partner demand and budgets.
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In our Open Marketplace transactions, we generate revenue by delivering qualified clicks, calls, and leads and have control over these Consumer Referrals that are sold to our customers (Demand Partners) on our technology platform. In these arrangements, we have separate agreements with our suppliers (Supply Partners) and Demand Partners. Supply Partners are not a party to the contractual arrangements with our Demand Partners, nor are the Supply Partners the beneficiaries of our Demand Partner agreements. We separately pay (i) a revenue share to Supply Partners or (ii) a fee to internet search companies to drive consumers to our proprietary websites. We are the principal in Open Marketplace transactions. As a result, the price paid by the Demand Partners for Consumer Referrals sold is recognized as revenue and the price paid to the Supply Partner is included in cost of revenue.
In our Private Marketplace transactions, Supply Partners and Demand Partners contract with one another directly. In these transactions, we act as an agent, facilitating the sale of Consumer Referrals between these Supply and Demand Partners, by providing access to our platform to the Supply Partner for their use as a tracking, reporting, optimization, and analytics tool in transacting with the Demand Partner, and we generate revenue by charging the Supply Partner a platform fee on the Consumer Referrals transacted, which is a negotiated percentage of the Transaction Value of such transactions. We do not make any payments to Supply Partners in our Private Marketplace transactions.
Costs and operating expenses
Costs and operating expenses consist primarily of cost of revenue, sales and marketing expenses, product expenses and general and administrative expenses.
Cost of revenue
Our cost of revenue is comprised primarily of revenue share payments to Supply Partners and traffic acquisition costs paid to search engines and social media platforms, as well as telephony infrastructure costs, internet and hosting costs, and merchant fees, and includes salaries, wages, equity-based compensation, the cost of health and other employee benefits for employees engaged in media buying, and other expenses including an allocated portion of rent and facilities expenses.
Sales and marketing
Sales and marketing expenses consist primarily of an allocation of personnel expenses for employees engaged in demand side and supply side business development and marketing, and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits. Sales and marketing expenses also include costs related to attracting partners to our platform, including marketing and promotions, tradeshows and related travel and entertainment expenses. Sales and marketing expenses also include an allocated portion of rent and facilities expenses and depreciation and amortization expense.
Product development
Product development expenses consist primarily of an allocation of personnel expenses for employees engaged in technology, engineering and product development and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits. Product development expenses also include an allocated portion of rent and facilities expenses and depreciation and amortization expense.
General and administrative
General and administrative expenses consist primarily of an allocation of personnel expenses for executive, finance, legal, people operations, and business analytics employees, and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits. General and administrative expenses also include professional services, an allocated portion of rent and facilities expenses and depreciation and amortization expense.
Other expense (income), net
Other expense (income), net consists primarily of expenses and income not incurred by us in our ordinary course of business and that are not included in any of the categories listed above.
Interest expense
Interest expense consists primarily of interest expense associated with outstanding borrowings under our 2021 Credit Facilities and the amortization of deferred financing costs associated with these arrangements.
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Income tax expense (benefit)
MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc., pro-rata to their ownership interest in QLH. Accordingly, as our ownership interest in QLH increases, our share of the taxable income (loss) of QLH also increases. As of September 30, 2025, our ownership interest in QLH was 87.2%.
Net income (loss) attributable to non-controlling interest
Net income (loss) is attributed to non-controlling interests in accordance with QLH’s limited liability company agreement. We allocate a share of the pre-tax income (loss) of the QLH incurred subsequent to the Reorganization Transactions to the non-controlling interest holders pro-rata to their ownership interest in QLH.
Operating results for the three months ended September 30, 2025 and 2024
The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||||||||||||||
| Revenue | $ | 306,514 | 100.0 | % | $ | 259,133 | 100.0 | % | ||||||||||||||||||
| Costs and operating expenses | ||||||||||||||||||||||||||
| Cost of revenue | 263,108 | 85.8 | % | 219,907 | 84.9 | % | ||||||||||||||||||||
| Sales and marketing | 5,224 | 1.7 | % | 6,496 | 2.5 | % | ||||||||||||||||||||
| Product development | 5,829 | 1.9 | % | 5,328 | 2.1 | % | ||||||||||||||||||||
| General and administrative | 12,620 | 4.1 | % | 11,794 | 4.6 | % | ||||||||||||||||||||
| Total costs and operating expenses | 286,781 | 93.6 | % | 243,525 | 94.0 | % | ||||||||||||||||||||
| Income from operations | 19,733 | 6.4 | % | 15,608 | 6.0 | % | ||||||||||||||||||||
| Other (income), net | (772) | (0.3) | % | (154) | (0.1) | % | ||||||||||||||||||||
| Interest expense | 2,808 | 0.9 | % | 3,562 | 1.4 | % | ||||||||||||||||||||
| Total other expense, net | 2,036 | 0.7 | % | 3,408 | 1.3 | % | ||||||||||||||||||||
| Income before income taxes | 17,697 | 5.8 | % | 12,200 | 4.7 | % | ||||||||||||||||||||
| Income tax expense | 54 | 0.0 | % | 312 | 0.1 | % | ||||||||||||||||||||
| Net income | $ | 17,643 | 5.8 | % | $ | 11,888 | 4.6 | % | ||||||||||||||||||
| Net income attributable to non-controlling interest | 2,736 | 0.9 | % | 2,406 | 0.9 | % | ||||||||||||||||||||
| Net income attributable to MediaAlpha, Inc. | $ | 14,907 | 4.9 | % | $ | 9,482 | 3.7 | % | ||||||||||||||||||
| Net income per share of Class A common stock | ||||||||||||||||||||||||||
| -Basic and diluted | $ | 0.26 | $ | 0.17 | ||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| -Basic and diluted | 56,617,837 | 54,909,772 | ||||||||||||||||||||||||
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Revenue
The following table presents our revenue, disaggregated by vertical, for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Property & Casualty insurance | $ | 287,838 | $ | 68,802 | 31.4 | % | $ | 219,036 | ||||||||||||||||||
| Percentage of total revenue | 93.9 | % | 84.5 | % | ||||||||||||||||||||||
| Health insurance | 12,856 | (20,023) | (60.9) | % | 32,879 | |||||||||||||||||||||
| Percentage of total revenue | 4.2 | % | 12.7 | % | ||||||||||||||||||||||
| Life insurance | 5,568 | 341 | 6.5 | % | 5,227 | |||||||||||||||||||||
| Percentage of total revenue | 1.8 | % | 2.0 | % | ||||||||||||||||||||||
| Other | 252 | (1,739) | (87.3) | % | 1,991 | |||||||||||||||||||||
| Percentage of total revenue | 0.1 | % | 0.8 | % | ||||||||||||||||||||||
| Revenue | $ | 306,514 | $ | 47,381 | 18.3 | % | $ | 259,133 | ||||||||||||||||||
The increase in P&C insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due to an increase in customer acquisition spending by P&C insurance Demand Partners driven by significant year-over-year increases in marketing budgets and customer acquisition spending as well as to an increase in supply of Consumer Referrals due to the addition of new Supply Partners. While automotive tariff developments may put upward pressure on claims costs and carrier profitability in the future, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.
The decrease in health insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to our actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC. Additionally, revenue from the Medicare sub-vertical declined due to industry-wide headwinds resulting from increases in the Medical Loss Ratios (MLR) for carriers and changes to the enrollment programs, which drove lower demand from brokers, as well as to a higher mix of Private Marketplace transactions. Our primary focus in the health insurance vertical continues to be on Medicare Advantage, which we believe represents a large and growing opportunity where we are well positioned to capture future growth. We expect the actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC to reduce full year 2025 revenue from the under-65 health sub-vertical to be in the range of $69-$72 million, most of which has already been realized during the nine months ended September 30, 2025. Revenue from under-65 health declined from $26.7 million for three months ended September 30, 2024 to $9.0 million for the three months ended September 30, 2025.
The increase in life insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increased supply of Consumer Referrals.
The decrease in other revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by lower revenue from our travel vertical as we have fully exited the vertical during the second quarter of 2025. Revenue from the Travel vertical was $1.5 million during the three months ended September 30, 2024 and was not considered material.
Cost of revenue
The following table presents our cost of revenue for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | 263,108 | $ | 43,201 | 19.6 | % | $ | 219,907 | ||||||||||||||||||
| Percentage of revenue | 85.8 | % | 84.9 | % | ||||||||||||||||||||||
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The increase in cost of revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue and lower take rates in our Open Marketplace, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.
Sales and marketing
The following table presents our sales and marketing expenses for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Sales and marketing | $ | 5,224 | $ | (1,272) | (19.6) | % | $ | 6,496 | ||||||||||||||||||
| Percentage of revenue | 1.7 | % | 2.5 | % | ||||||||||||||||||||||
The decrease in sales and marketing expenses for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to a decrease in amortization expense of $0.9 million and a decrease in equity-based compensation expense of $0.6 million.
Product development
The following table presents our product development expenses for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Product development | $ | 5,829 | $ | 501 | 9.4 | % | $ | 5,328 | ||||||||||||||||||
| Percentage of revenue | 1.9 | % | 2.1 | % | ||||||||||||||||||||||
The increase in product development expenses for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $0.8 million resulting from severance related payments and higher headcount, offset in part by a decrease in equity-based compensation expense of $0.4 million.
General and administrative
The following table presents our general and administrative expenses for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| General and administrative | $ | 12,620 | $ | 826 | 7.0 | % | $ | 11,794 | ||||||||||||||||||
| Percentage of revenue | 4.1 | % | 4.6 | % | ||||||||||||||||||||||
The increase in general and administrative expenses for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $0.8 million related to annual salary adjustments and higher headcount.
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Equity-based compensation
The following table presents our equity-based compensation expense that was included in costs and operating expenses for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | 265 | $ | (140) | (34.6) | % | $ | 405 | ||||||||||||||||||
| Sales and marketing | 1,300 | (633) | (32.7) | % | 1,933 | |||||||||||||||||||||
| Product development | 1,371 | (362) | (20.9) | % | 1,733 | |||||||||||||||||||||
| General and administrative | 4,726 | 200 | 4.4 | % | 4,526 | |||||||||||||||||||||
| Total | $ | 7,662 | $ | (935) | (10.9) | % | $ | 8,597 | ||||||||||||||||||
The decrease in equity-based compensation expense for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to certain RSUs granted to employees being fully vested during or prior to the three months ended September 30, 2025, offset in part by higher expenses related to annual awards of RSUs granted to employees and higher employee headcount.
Amortization
The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Sales and Marketing | $ | 511 | $ | (885) | (63.4) | % | $ | 1,396 | ||||||||||||||||||
| General and administrative | — | (213) | (100.0) | % | 213 | |||||||||||||||||||||
| Total | $ | 511 | $ | (1,098) | (68.2) | % | $ | 1,609 | ||||||||||||||||||
The decrease in amortization expense for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to the write-off of intangible assets acquired as part of the Customer Helper Team, LLC acquisition during the three months ended March 31, 2025.
Other (income), net
The following table presents our other (income), net for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
Other (income), net | $ | (772) | $ | (618) | 401.3 | % | $ | (154) | ||||||||||||||||||
| Percentage of revenue | (0.3) | % | (0.1) | % | ||||||||||||||||||||||
The increase in other (income), net for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by an increase in interest income resulting primarily from higher cash balances during the three months ended September 30, 2025.
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Interest expense
The following table presents our interest expense for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Interest expense | $ | 2,808 | $ | (754) | (21.2) | % | $ | 3,562 | ||||||||||||||||||
| Percentage of revenue | 0.9 | % | 1.4 | % | ||||||||||||||||||||||
The decrease in interest expense for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven by the impact of lower interest rates as well as by lower outstanding balances during 2025.
Income tax expense
The following table presents our income tax expense for the three months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Three Months Ended September 30, 2025 | $ | % | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Income tax expense | $ | 54 | $ | (258) | (82.7) | % | $ | 312 | ||||||||||||||||||
| Percentage of revenue | 0.0 | % | 0.1 | % | ||||||||||||||||||||||
For the three months ended September 30, 2025, we recorded income tax expense of $0.1 million resulting from our effective tax rate of 0.3%, which differed from the U.S. federal statutory tax rate of 21%, due primarily to the tax impacts of changes in our valuation allowance. For the three months ended September 30, 2024, we recorded income tax expense of $0.3 million resulting from our effective tax rate of 2.6%, which differed from the U.S. federal statutory tax rate of 21%.
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Operating results for the nine months ended September 30, 2025 and 2024
The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||||||||||||||
| Revenue | $ | 822,445 | 100.0 | % | $ | 564,056 | 100.0 | % | ||||||||||||||||||
| Costs and operating expenses | ||||||||||||||||||||||||||
| Cost of revenue | 699,713 | 85.1 | % | 469,465 | 83.2 | % | ||||||||||||||||||||
| Sales and marketing | 16,078 | 2.0 | % | 18,608 | 3.3 | % | ||||||||||||||||||||
| Product development | 16,068 | 2.0 | % | 14,743 | 2.6 | % | ||||||||||||||||||||
| General and administrative | 77,363 | 9.4 | % | 36,767 | 6.5 | % | ||||||||||||||||||||
| Write-off of intangible assets | 13,416 | 1.6 | % | — | 0.0 | % | ||||||||||||||||||||
| Total costs and operating expenses | 822,638 | 100.0 | % | 539,583 | 95.7 | % | ||||||||||||||||||||
| (Loss) income from operations | (193) | 0.0 | % | 24,473 | 4.3 | % | ||||||||||||||||||||
| Other (income), net | (1,923) | (0.2) | % | (1,971) | (0.3) | % | ||||||||||||||||||||
| Interest expense | 8,633 | 1.0 | % | 11,158 | 2.0 | % | ||||||||||||||||||||
| Total other expense, net | 6,710 | 0.8 | % | 9,187 | 1.6 | % | ||||||||||||||||||||
| (Loss) income before income taxes | (6,903) | (0.8) | % | 15,286 | 2.7 | % | ||||||||||||||||||||
| Income tax expense | 321 | 0.0 | % | 469 | 0.1 | % | ||||||||||||||||||||
| Net (loss) income | $ | (7,224) | (0.9) | % | $ | 14,817 | 2.6 | % | ||||||||||||||||||
| Net (loss) income attributable to non-controlling interest | (1,441) | (0.2) | % | 2,828 | 0.5 | % | ||||||||||||||||||||
| Net (loss) income attributable to MediaAlpha, Inc. | $ | (5,783) | (0.7) | % | $ | 11,989 | 2.1 | % | ||||||||||||||||||
| Net (loss) income per share of Class A common stock | ||||||||||||||||||||||||||
| -Basic | $ | (0.10) | $ | 0.23 | ||||||||||||||||||||||
| -Diluted | $ | (0.11) | $ | 0.22 | ||||||||||||||||||||||
| Weighted average shares of Class A common stock outstanding | ||||||||||||||||||||||||||
| -Basic | 56,134,035 | 52,293,622 | ||||||||||||||||||||||||
| -Diluted | 67,420,272 | 66,087,041 | ||||||||||||||||||||||||
Revenue
The following table presents our revenue, disaggregated by vertical, for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Property & Casualty insurance | $ | 738,245 | $ | 315,545 | 74.6 | % | $ | 422,700 | ||||||||||||||||||
| Percentage of total revenue | 89.8 | % | 74.9 | % | ||||||||||||||||||||||
| Health insurance | 64,867 | (50,065) | (43.6) | % | 114,932 | |||||||||||||||||||||
| Percentage of total revenue | 7.9 | % | 20.4 | % | ||||||||||||||||||||||
| Life insurance | 16,366 | (2,942) | (15.2) | % | 19,308 | |||||||||||||||||||||
| Percentage of total revenue | 2.0 | % | 3.4 | % | ||||||||||||||||||||||
| Other | 2,967 | (4,149) | (58.3) | % | 7,116 | |||||||||||||||||||||
| Percentage of total revenue | 0.3 | % | 1.3 | % | ||||||||||||||||||||||
| Revenue | $ | 822,445 | 258,389 | 45.8 | % | $ | 564,056 | |||||||||||||||||||
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The increase in P&C insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due to a sustained increase in customer acquisition spending by P&C insurance Demand Partners driven by significant year-over-year increases in marketing budgets and customer acquisition spending, and an increased supply of Consumer Referrals due to the addition of new Supply Partners. While automotive tariff developments may put upward pressure on claims costs and carrier profitability in the future, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.
The decrease in health insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven our actions to scale back the under-65 health sub-vertical and address concerns raised by the FTC as well as by a decrease in the supply of Consumer Referrals from our Supply Partners as one of our partners ceased operations during the first half of 2024. Additionally, revenue from the Medicare sub-vertical declined due to industry-wide headwinds resulting from increases in the MLR for carriers and changes to the enrollment programs, which drove lower demand from brokers. Revenue from under-65 health declined from $87.6 million for nine months ended September 30, 2024 to $48.6 million for the nine months ended September 30, 2025.
The decrease in life insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a reduced supply of Consumer Referrals resulting from one of our Supply Partners ceasing operations during the three months ended June 30, 2024.
The decrease in other revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven primarily by lower revenue from our travel vertical. We have fully exited the vertical during the three months ended September 30, 2025. Revenue from the Travel vertical was $1.8 million and $5.5 million during the nine months ended September 30, 2025 and 2024, respectively, and was not considered material.
Cost of revenue
The following table presents our cost of revenue for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | 699,713 | $ | 230,248 | 49.0 | % | $ | 469,465 | ||||||||||||||||||
| Percentage of revenue | 85.1 | % | 83.2 | % | ||||||||||||||||||||||
The increase in cost of revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates in our Open Marketplace, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.
Sales and marketing
The following table presents our sales and marketing expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Sales and marketing | $ | 16,078 | $ | (2,530) | (13.6) | % | $ | 18,608 | ||||||||||||||||||
| Percentage of revenue | 2.0 | % | 3.3 | % | ||||||||||||||||||||||
The decrease in sales and marketing expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a decrease in equity-based compensation expense of $1.6 million and a decrease in amortization expense of $2.0 million, offset in part by an increase in personnel-related costs of $0.8 million.
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Product development
The following table presents our product development expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Product development | $ | 16,068 | $ | 1,325 | 9.0 | % | $ | 14,743 | ||||||||||||||||||
| Percentage of revenue | 2.0 | % | 2.6 | % | ||||||||||||||||||||||
The increase in product development expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $2.0 million, offset in part by a decrease in equity-based compensation expense of $0.9 million.
General and administrative
The following table presents our general and administrative expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| General and administrative | $ | 77,363 | $ | 40,596 | 110.4 | % | $ | 36,767 | ||||||||||||||||||
| Percentage of revenue | 9.4 | % | 6.5 | % | ||||||||||||||||||||||
The increase in general and administrative expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a $39.5 million increase in legal costs, driven by higher legal fees and charges of $38.0 million to increase the reserve relating to the FTC Matter, an increase in personnel-related costs of $1.9 million due to annual salary adjustments and higher headcount, and an increase in equity-based compensation expense of $0.7 million, offset in part by a decrease in amortization expense of $0.4 million.
Write-off of intangible assets
The following table presents our write-off of intangible assets for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Write-off of intangible assets | $ | 13,416 | $ | 13,416 | 100.0 | % | $ | — | ||||||||||||||||||
| Percentage of revenue | 1.6 | % | 0.0 | % | ||||||||||||||||||||||
During the nine months ended September 30, 2025, we wrote off $13.4 million of customer relationships and trademarks, trade names, and domain names acquired as part of the Customer Helper Team, LLC acquisition as we did not expect any future cash inflows from these assets.
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Equity-based compensation
The following table presents our equity-based compensation expense that was included in costs and operating expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Cost of revenue | $ | 836 | $ | (1,818) | (68.5) | % | $ | 2,654 | ||||||||||||||||||
| Sales and marketing | 4,040 | (1,636) | (28.8) | % | 5,676 | |||||||||||||||||||||
| Product development | 4,117 | (884) | (17.7) | % | 5,001 | |||||||||||||||||||||
| General and administrative | 13,805 | 684 | 5.2 | % | 13,121 | |||||||||||||||||||||
| Total | $ | 22,798 | $ | (3,654) | (13.8) | % | $ | 26,452 | ||||||||||||||||||
The decrease in equity-based compensation expense for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to acceleration of the vesting of certain RSUs held by employees during the three months ended March 31, 2024 in connection with the termination of their employment and certain RSUs granted to employees being fully vested during or prior to the nine months ended September 30, 2025, offset in part by higher expenses related to annual awards of RSUs granted to employees and higher employee headcount.
Amortization
The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Sales and Marketing | $ | 2,239 | $ | (1,950) | (46.6) | % | $ | 4,189 | ||||||||||||||||||
| General and administrative | 228 | (410) | (64.3) | % | 638 | |||||||||||||||||||||
| Total | $ | 2,467 | $ | (2,360) | (48.9) | % | $ | 4,827 | ||||||||||||||||||
The decrease in amortization expense for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to the write-off of intangible assets acquired as part of the Customer Helper Team, LLC acquisition.
Other (income), net
The following table presents our other (income), net for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Other (income), net | $ | (1,923) | $ | 48 | (2.4) | % | $ | (1,971) | ||||||||||||||||||
| Percentage of revenue | (0.2) | % | (0.3) | % | ||||||||||||||||||||||
The increase in other (income), net for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven primarily by an increase in interest income resulting primarily from higher cash balances, as compared to a one-time contract termination fee of $1.7 million received from one of our Supply Partners in the Health and Life insurance verticals that ceased operations during the nine months ended September 30, 2024.
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Interest expense
The following table presents our interest expense for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Interest expense | $ | 8,633 | $ | (2,525) | (22.6) | % | $ | 11,158 | ||||||||||||||||||
| Percentage of revenue | 1.0 | % | 2.0 | % | ||||||||||||||||||||||
The decrease in interest expense for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven by the impact of lower interest rates as well as lower outstanding debt balances during 2025.
Income tax expense
The following table presents our income tax expense for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Income tax expense | $ | 321 | $ | (148) | (31.6) | % | $ | 469 | ||||||||||||||||||
| Percentage of revenue | 0.0 | % | 0.1 | % | ||||||||||||||||||||||
For the nine months ended September 30, 2025, we recorded an income tax expense of $0.3 million resulting from our effective tax rate of (4.7)%, which differed from the U.S. federal statutory rate of 21%, due primarily to the tax impacts of changes in our valuation allowance. For the nine months ended September 30, 2024, we recorded an income tax expense of $0.5 million resulting from our effective tax rate of 3.1% which differed from the U.S. federal statutory rate of 21%.
Key business and operating metrics
In addition to traditional financial metrics, we rely upon certain business and operating metrics that are not presented in accordance with GAAP to estimate the volume of spending on our platform, estimate and recognize revenue, evaluate our business performance and facilitate our operations. Such business and operating metrics should not be considered in isolation from, or as an alternative to, measures presented in accordance with GAAP and should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, such business and operating metrics may not necessarily be comparable to similarly titled measures presented by other companies.
Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax expense (benefit), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. Adjusted EBITDA is a non-GAAP financial measure that we present to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. In addition, presenting Adjusted EBITDA provides investors with a metric to evaluate the capital efficiency of our business.
Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax expense (benefit), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we
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consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.
The following table reconciles Adjusted EBITDA with net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net income (loss) | $ | 17,643 | $ | 11,888 | $ | (7,224) | $ | 14,817 | ||||||||||||||||||
| Equity-based compensation expense | 7,662 | 8,597 | 22,798 | 26,452 | ||||||||||||||||||||||
| Interest expense | 2,808 | 3,562 | 8,633 | 11,158 | ||||||||||||||||||||||
| Income tax expense | 54 | 312 | 321 | 469 | ||||||||||||||||||||||
| Depreciation expense on property and equipment | 71 | 65 | 201 | 191 | ||||||||||||||||||||||
| Amortization of intangible assets | 511 | 1,609 | 2,467 | 4,827 | ||||||||||||||||||||||
Transaction expenses(1) | 303 | (45) | 303 | 1,172 | ||||||||||||||||||||||
Write-off of intangible assets(2) | — | — | 13,416 | — | ||||||||||||||||||||||
Contract settlement(3) | — | — | — | (1,725) | ||||||||||||||||||||||
| Changes in TRA related liability | (159) | — | (80) | — | ||||||||||||||||||||||
| Changes in Tax Indemnification Receivable | (5) | (84) | (211) | (86) | ||||||||||||||||||||||
Legal expenses(4) | 191 | 367 | 42,333 | 2,155 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 29,079 | $ | 26,271 | $ | 82,957 | $ | 59,430 | ||||||||||||||||||
(1)Transaction expenses consist of $0.3 million of legal and accounting fees incurred for the three and nine months ended September 30, 2025, respectively, in connection with an amendment to the 2021 Credit Facilities. Transaction expenses consist of immaterial expenses and $1.2 million of legal and accounting fees incurred by us for the three and nine months ended September 30, 2024, respectively, in connection with resale registration statements filed with the SEC.
(2)Write-off of intangible assets for the nine months ended September 30, 2025 consist of a charge of $13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names intangible assets acquired as part of the acquisition of Customer Helper Team, LLC.
(3)Contract settlement consists of $1.7 million of income for the nine months ended September 30, 2024 recorded in connection with a one-time contract termination fee receivable from one of our partners in the Health vertical that ceased operations during the nine months ended September 30, 2024.
(4)Legal expenses of $0.2 million and $42.3 million for the three and nine months ended September 30, 2025, respectively, consist of increases of $0.0 million and $38.0 million, respectively, to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter. Legal expenses of $0.4 million and $2.2 million for the three and nine months ended September 30, 2024, consist of legal fees and costs incurred in connection with the FTC Matter.
Contribution and Contribution Margin
We define “Contribution” as revenue less revenue share payments and online advertising costs, or, as reported in our consolidated statements of operations, revenue less cost of revenue (i.e., gross profit), as adjusted to exclude the following items from cost of revenue: equity-based compensation; salaries, wages, and related costs; internet and hosting costs; amortization; depreciation; other services; and merchant-related fees. We define “Contribution Margin” as Contribution expressed as a percentage of revenue for the same period. Contribution and Contribution Margin are non-GAAP financial measures that we present to supplement the financial information we present on a GAAP basis. We use Contribution and Contribution Margin to measure the return on our relationships with our Supply Partners (excluding certain fixed costs), the financial return on and efficacy of our online advertising costs to drive consumers to our proprietary websites, and our operating leverage. We do not use Contribution and Contribution Margin as measures of overall profitability. We present Contribution and Contribution Margin because they are used by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. For example, if Contribution increases and our headcount costs and other operating expenses remain steady, our Adjusted EBITDA and operating leverage increase. If Contribution Margin decreases, we may choose to re-evaluate and re-negotiate our revenue share agreements with our Supply Partners, to make optimization and pricing changes with respect
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to our bids for keywords from primary traffic acquisition sources, or to change our overall cost structure with respect to headcount, fixed costs and other costs. Other companies may calculate Contribution and Contribution Margin differently than we do. Contribution and Contribution Margin have their limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results presented in accordance with GAAP.
The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Revenue | $ | 306,514 | $ | 259,133 | $ | 822,445 | $ | 564,056 | ||||||||||||||||||
| Less cost of revenue | (263,108) | (219,907) | (699,713) | (469,465) | ||||||||||||||||||||||
| Gross profit | $ | 43,406 | $ | 39,226 | $ | 122,732 | $ | 94,591 | ||||||||||||||||||
| Adjusted to exclude the following (as related to cost of revenue): | ||||||||||||||||||||||||||
| Equity-based compensation | 265 | 405 | 836 | 2,654 | ||||||||||||||||||||||
| Salaries, wages, and related | 707 | 907 | 2,308 | 2,474 | ||||||||||||||||||||||
| Internet and hosting | 199 | 145 | 570 | 402 | ||||||||||||||||||||||
| Other expenses | 213 | 170 | 580 | 539 | ||||||||||||||||||||||
| Depreciation | 5 | 5 | 17 | 15 | ||||||||||||||||||||||
| Other services | 616 | 549 | 1,856 | 2,008 | ||||||||||||||||||||||
| Merchant-related fees | 204 | 75 | 534 | 217 | ||||||||||||||||||||||
| Contribution | $ | 45,615 | $ | 41,482 | $ | 129,433 | $ | 102,900 | ||||||||||||||||||
| Gross margin | 14.2 | % | 15.1 | % | 14.9 | % | 16.8 | % | ||||||||||||||||||
| Contribution Margin | 14.9 | % | 16.0 | % | 15.7 | % | 18.2 | % | ||||||||||||||||||
Transaction Value
We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships we have with our partners. Our partners use our platform to transact via Open and Private Marketplace transactions. In our Open Marketplace model, revenue recognized represents the fees paid by our Demand Partners for Consumer Referrals sold and is equal to the Transaction Value and revenue share payments to our Supply Partners represent costs of revenue. In our Private Marketplace model, revenue recognized represents a platform fee billed to the Demand Partner or Supply Partner based on an agreed-upon percentage of the Transaction Value for the Consumer Referrals transacted, and accordingly there are no associated costs of revenue. We utilize Transaction Value to assess the overall level of transaction activity through our platform. We believe it is useful to investors to assess the overall level of activity on our platform and to better understand the sources of our revenue across our different transaction models and verticals.
The following table presents Transaction Value by platform model for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Open Marketplace transactions | $ | 299,815 | $ | 253,016 | $ | 803,514 | $ | 546,949 | ||||||||||||||||||
| Percentage of total Transaction Value | 50.9 | % | 56.0 | % | 52.1 | % | 55.1 | % | ||||||||||||||||||
| Private Marketplace transactions | 289,488 | 198,759 | 739,669 | 445,742 | ||||||||||||||||||||||
| Percentage of total Transaction Value | 49.1 | % | 44.0 | % | 47.9 | % | 44.9 | % | ||||||||||||||||||
| Total Transaction Value | $ | 589,303 | $ | 451,775 | $ | 1,543,183 | $ | 992,691 | ||||||||||||||||||
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The following table presents Transaction Value by vertical for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Property & Casualty insurance | $ | 548,225 | $ | 387,451 | $ | 1,390,423 | $ | 777,521 | ||||||||||||||||||
| Percentage of total Transaction Value | 93.0 | % | 85.8 | % | 90.1 | % | 78.3 | % | ||||||||||||||||||
| Health insurance | 33,480 | 55,615 | 128,572 | 179,980 | ||||||||||||||||||||||
| Percentage of total Transaction Value | 5.7 | % | 12.3 | % | 8.3 | % | 18.1 | % | ||||||||||||||||||
| Life insurance | 7,320 | 6,261 | 21,095 | 24,384 | ||||||||||||||||||||||
| Percentage of total Transaction Value | 1.2 | % | 1.4 | % | 1.4 | % | 2.5 | % | ||||||||||||||||||
| Other | 278 | 2,448 | 3,093 | 10,806 | ||||||||||||||||||||||
| Percentage of total Transaction Value | 0.1 | % | 0.5 | % | 0.2 | % | 1.1 | % | ||||||||||||||||||
| Total Transaction Value | $ | 589,303 | $ | 451,775 | $ | 1,543,183 | $ | 992,691 | ||||||||||||||||||
Consumer Referrals
We define “Consumer Referral” as any consumer click, call or lead purchased by a buyer on our platform. Click revenue is recognized on a pay-per-click basis and revenue is earned and recognized when a consumer clicks on a listed buyer’s advertisement that is presented subsequent to the consumer’s search (e.g., auto insurance quote search or health insurance quote search). Call revenue is earned and recognized when a consumer transfers to a buyer and remains engaged for a requisite duration of time, as specified by each buyer. Lead revenue is recognized when we deliver data leads to buyers. Data leads are generated either through insurance carriers, insurance-focused research destination websites or other financial websites that make the data leads available for purchase through our platform, or when consumers complete a full quote request on our proprietary websites. Delivery occurs at the time of lead transfer. The data we generate from each Consumer Referral feeds into our analytics model to generate conversion probabilities for each unique consumer, enabling discovery of predicted return and cost per sale across the platform and helping us to improve our platform technology. We monitor the number of Consumer Referrals on our platform in order to measure Transaction Value, revenue and overall business performance across our verticals and platform models.
The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Clicks | 92.2 | % | 88.6 | % | 90.0 | % | 84.2 | % | ||||||||||||||||||
| Calls | 2.8 | % | 6.6 | % | 4.2 | % | 9.4 | % | ||||||||||||||||||
| Leads | 5.0 | % | 4.8 | % | 5.8 | % | 6.4 | % | ||||||||||||||||||
Liquidity and capital resources
Overview
Our principal sources of liquidity are our cash flows generated from operations and cash and funds available under the 2021 Revolving Credit Facility. Our principal uses of cash include funding of our operations, interest payments, share repurchases, and mandatory principal payments on our long-term debt. As of September 30, 2025 and December 31, 2024, our cash and cash equivalents and restricted cash totaled $72.3 million (of which $33.5 million is designated as restricted pursuant the FTC Consent Order) and $43.3 million, respectively. As of September 30, 2025, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $151.3 million and our borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million. On August 4, 2025 ("Effective Date"), we agreed with lenders representing $138.1 million of the principal amount outstanding as of the Effective Date under the 2021 Term Loan Facility to extend the maturity date of their portion of the 2021 Term Loan Facility by one year, to July 29, 2027. The remaining lenders, representing $13.3 million of the principal amount outstanding as of the Effective Date under the 2021 Term Loan Facility, did not agree to extend the maturity date of their loans, and so such amounts are considered to be current liabilities as their maturity falls within twelve months from September 30, 2025. In additions, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the
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Effective Date) agreed to extend the maturity by one year to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026.
Our business is seasonal and cyclical in nature and these trends, if continued for a long period of time, could impact our cash flows generated from operations, requiring us to draw on our available borrowing capacity under the 2021 Revolving Credit Facility or raise additional funds in the short term.
On February 21, 2023, we received a civil investigative demand from the Federal Trade Commission (the “FTC”) regarding compliance with the FTC Act and the TSR, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. On October 30, 2024, we received an initial settlement demand from the staff of the FTC (the “FTC Staff”) stating that the FTC Staff was prepared to recommend that the FTC approve the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the TSR and the Government and Business Impersonation Rule (the “Impersonation Rule”). The FTC Staff proposed to seek injunctive and monetary relief and civil penalties. On July 3, 2025, the Company reached agreement with the FTC Staff on the terms of a Consent Order that the Staff was prepared to recommend to the Commissioners of the FTC to fully resolve the FTC’s claims. On August 6, 2025, the complaint and Consent Order were filed with the Court, and on October 16, 2025, the Court entered the Consent Order. Under the terms of the Consent Order, which includes no admission or denial of wrongdoing or to the FTC’s allegations, the Company has agreed to pay $45.0 million as monetary relief, of which $33.5 million was payable within seven days of entry of the Consent Order by the court and was designated as restricted cash on the consolidated balance sheet as of September 30, 2025. The remaining $11.5 million is payable by January 14, 2026, 90 days following entry of the Consent Order. We paid the initial payment of $33.5 million on October 21, 2025 from our cash on hand, and expect to pay the remaining $11.5 million settlement payment from our cash on hand. In addition, we agreed to certain other provisions, primarily implementing additional compliance procedures to further strengthen the existing safeguards in under-65 Health vertical.
On September 3, 2025, a special committee of our Board of Directors, comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by our Board of Directors, authorized us to enter into a Share Repurchase Agreement with Insignia to repurchase 3,234,894 shares of Class A common stock at a price of $10.17 per share, for an aggregate purchase price of $32.9 million. As part of the transaction, Insignia exchanged all of its remaining 3,234,894 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one-for-one basis.
On October 28, 2025, our Board of Directors authorized a new Share Repurchase Program to repurchase up to $50 million of shares of Class A common stock ("Repurchase Program"). We may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods. The timing and amount of any share repurchases will be determined by us in our discretion based on the ongoing evaluation of market and economic conditions, the trading price and volume of the our Class A common stock, our capital needs and investment opportunities, and other factors. The Repurchase Program is expected to be completed by the end of 2026, but may be suspended or discontinued at any time.
We believe that our expected near-term revenue, cash on hand and availability to access cash available under the 2021 Credit Facilities will be sufficient to meet our projected operating, debt service requirements, and settlement amount due to the FTC and we expect that we will continue to comply with our financial covenants under the 2021 Credit Facilities, for at least the next twelve months. To the extent that our current liquidity is insufficient to fund future activities, or our financial results are below our expectations due to cyclical conditions in our primary vertical markets, or we are unable to refinance or extend the 2021 Credit Facilities upon maturity, or other factors and we do not remain in compliance with our financial covenants under the 2021 Credit Facilities, we may need to take additional actions to reduce operating costs, negotiate amendments to or waivers of the terms of such credit facilities, or raise additional capital. We have historically not used funds available under our credit facilities to fund our operations or to make payments required under our credit facilities.
We may in the future engage in merger and acquisition or other activities, including share repurchases, that could require us to draw on our existing credit facilities or raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. Our material cash requirements include our long-term debt, operating lease obligations, and any payments under the TRA.
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Cash Flows
The following table presents a summary of our cash flows for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the periods:
| (dollars in thousands) | Nine Months Ended September 30, 2025 | $ | % | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Net cash provided by operating activities | $ | 73,046 | $ | 41,703 | 133.1 | % | $ | 31,343 | ||||||||||||||||||
| Net cash (used in) investing activities | $ | (300) | $ | 307 | (50.6) | % | $ | (607) | ||||||||||||||||||
| Net cash (used in) financing activities | $ | (43,671) | $ | (27,968) | 178.1 | % | $ | (15,703) | ||||||||||||||||||
Operating activities
Cash flows provided by operating activities were $73.0 million for the nine months ended September 30, 2025, compared with $31.3 million for the nine months ended September 30, 2024. The increase was due primarily to an increase in net working capital resulting from an increase in accounts receivable due to higher revenues and an increase in accrued expenses due to increasing the reserve related to the FTC Matter, offset in part by a decrease in accounts payable due to the timing of payments and an increase in net loss.
Investing activities
Cash flows used in investing activities were $0.3 million for the nine months ended September 30, 2025, compared with $0.6 million for the nine months ended September 30, 2024. The decrease resulted primarily from the purchase of certain intangible assets during the nine months ended September 30, 2024.
Financing activities
Cash flows used in financing activities were $43.7 million for the nine months ended September 30, 2025, compared with $15.7 million for the nine months ended September 30, 2024. The increase was due primarily to payments made for share repurchases of $32.9 million, offset in part by a required Excess Cash Flow principal payment on the 2021 Term Loan Facility during the nine months ended September 30, 2024 and higher payments made for shares withheld for taxes on vesting of RSUs during the nine months ended September 30, 2024.
Senior secured credit facilities
2021 Credit Facilities
On July 29, 2021, QuoteLab, LLC and QLH entered into an amendment (the “First Amendment”) to the 2020 Credit Agreement (as amended by the First Amendment, the "Existing Credit Agreement"). The Existing Credit Agreement provides for a new senior secured term loan facility in an aggregate principal amount of $190.0 million (the “2021 Term Loan Facility”), the proceeds of which were used to refinance all of the $186.4 million outstanding under the existing 2020 Term Loan Facility and the unpaid interest thereon as of the date of the First Amendment, to pay fees related to these transactions, and to provide cash for general corporate purposes, and a new senior secured revolving credit facility with commitments in an aggregate amount of $50.0 million (the “2021 Revolving Credit Facility” and, together with the 2021 Term Loan Facility, the "2021 Credit Facilities"), which replaced the 2020 Revolving Credit Facility. Our obligations under the 2021 Credit Facilities are guaranteed by QLH and secured by substantially all assets of QLH and QuoteLab, LLC.
On June 8, 2023, QuoteLab, LLC and QLH entered into a Second Amendment (the “Second Amendment”) to the Existing Credit Agreement, (as amended by the Second Amendment, the “Amended Credit Agreement”). The Second Amendment amended the Existing Credit Agreement, effective on the amendment date, to, among other things, replace the London Interbank Offered Rate (“LIBOR”) applicable to the 2021 Credit Facilities with the Secured Overnight Financing Rate (“SOFR”), with a credit spread adjustment of 0.10% per annum, as the interest rate benchmark.
On August 4, 2025 ("Effective Date"), QuoteLab, LLC and QLH entered into a Third Amendment (the “Third Amendment”) to the Amended Credit Agreement, pursuant to which lenders representing $138.1 million in aggregate principal
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amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date, agreed to extend the maturity date by one year, to July 29, 2027 ("Extended Term Loans"). The remaining $13.3 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility, as of the Effective Date (the “Non-Extended Term Loans” and, together with the Extended Term Loans, the “Term Loans”) will mature on July 29, 2026. The Term Loans amortize quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25% of the aggregate principal amount of the Term Loans initially made on July 29, 2021. Also, as of the Effective Date, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity date by one year, to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026. We further plan to seek a refinancing of these credit facilities prior to July 2026.
Borrowings under the 2021 Credit Facilities bear interest at a rate equal to, at our option, the Term SOFR or Daily Simple SOFR, plus an applicable margin, with a floor of 0.00%, or a base rate plus an applicable margin. The applicable margins will be based on our consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement (the “Leverage Ratio”) for the prior fiscal quarter and range from 2.00% to 2.75% with respect to the Term SOFR or Daily Simple SOFR and from 1.00% to 1.75% with respect to the base rate.
The 2021 Term Loan Facility also requires mandatory prepayments of principal in the amount of any Excess Cash Flow (as defined in the Amended Credit Agreement) on an annual basis. We generated Excess Cash Flow for the year ended December 31, 2023, and prepaid approximately $3.0 million of the principal under the 2021 Term Loan Facility during the three months ended June 30, 2024.
As of September 30, 2025, we had $150.7 million of outstanding borrowings, net of deferred debt issuance costs of $0.6 million, under the 2021 Term Loan Facility, and $5.0 million of borrowings outstanding under the 2021 Revolving Credit Facility.
Tax receivables agreement
Our purchases (through Intermediate Holdco) of Class B-1 units from certain unitholders in connection with the IPO, as well as exchanges of Class B-1 units subsequent to the IPO (together with an equal number of shares of our Class B common stock) for shares of our Class A common stock (or, at our election, cash of an equivalent value) ("Exchange"), and the Pre-IPO Leveraged Distribution and other actual or deemed distributions by QLH to its members pursuant to the Exchange Agreement, have resulted and are expected to continue to result in increases in our allocable tax basis in the assets of QLH. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to us and, therefore, reduce the amount of tax that we otherwise would be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets.
In connection with the IPO, we entered into the TRA, as amended, with Insignia, the Senior Executives, and White Mountains related to the tax basis step-up of the assets of QLH and certain net operating losses of Intermediate Holdco. The agreement requires us to pay Insignia and the Senior Executives or any assignees 85% of the cash savings, if any, in U.S. federal, state and local income tax we realize (or are deemed to realize) as a result of (i) any increases in tax basis of assets of QLH resulting from any Exchange, and (ii) certain other tax benefits related to making our payments under the TRA. The TRA also requires us to pay White Mountains 85% of the amount of the cash savings, if any, in U.S. federal, state and local income tax that we realize (or are deemed to realize) as a result of the utilization of the net operating losses of Intermediate Holdco attributable to periods prior to the IPO and the deduction of any imputed interest attributable to our payment obligations under the TRA. We amended the TRA on October 1, 2023 to, among other things, provide for use of a blended state tax rate and replace the LIBOR with the SOFR as the interest rate benchmark.
In addition to tax expenses, we may also make payments under the TRA, which could be significant. We account for the income tax effects and corresponding TRA effects resulting from any Exchange by recognizing an increase in our deferred tax assets, based on enacted tax rates at the date of the Exchange. We evaluate the likelihood that we will realize the benefit represented by the deferred tax asset and, to the extent that we estimate that it is more likely than not that we will not realize the benefit, we will reduce the carrying amount of the deferred tax asset with a valuation allowance. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the TRA are estimated at the time of any purchase or exchange as a reduction to stockholders’ equity, and subsequent changes to the measurement of liability due to the effects of changes in any of our estimates after this date are recognized within other expense, net in the consolidated statement of operations. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income (loss). Judgment is required in assessing the future tax consequences of events that have been recognized in our consolidated financial
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statements. A change in our assessment of such consequences, such as realization of deferred tax assets, changes in our assessment of probability of making payments under the TRA, changes in blended tax rates, changes in tax laws or interpretations thereof could materially impact our results. As of September 30, 2025 and December 31, 2024, we recorded $6.9 million and $7.0 million, respectively, of estimated payments related to the 2024 tax year due under the TRA within accrued expenses and liabilities under tax receivables agreement, net of current portion, respectively, on the consolidated balance sheets as these payments are probable and payable during the first quarter of 2026. Based on the significant improvement in our pre-tax income during 2024, the third quarter of 2025, and the current forecasts, we expect that in the foreseeable future, which could be as early as the fourth quarter of 2025, the positive evidence supporting the realizability of our deferred tax assets will outweigh the negative evidence, in which event we may be required to release a portion or all of the valuation allowance on our deferred tax assets and may also be required to record a liability pursuant to the TRA.
Recent accounting pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Note 1 to the consolidated financial statements appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical accounting policies and estimates
Our critical accounting policies and estimates are included in our 2024 Annual Report on Form 10-K and did not materially change during the nine months ended September 30, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are subject to market risks. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Interest rate risk
The 2021 Credit Facilities bear interest at a variable rate. As a result, we may be exposed to fluctuations in interest rates to the extent of our outstanding borrowings under the 2021 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities would have resulted in a $1.2 million impact on interest expense for the nine months ended September 30, 2025.
Concentrations of credit risk and of significant Demand and Supply Partners
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We maintain cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. We have not experienced any losses in these accounts and believe we are not exposed to unusual risk beyond the normal credit risk in this area based on the financial strength of the institutions with which we maintain our deposits.
Our accounts receivable, which are unsecured, may expose us to credit risk based on their collectability. We control credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. Our supplier concentration can also expose us to business risks.
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Customer and supplier concentrations consisted of the below:
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Revenue | 2 | $ | 161 | 53 | % | 2 | $ | 130 | 50 | % | |||||||||||||
| Purchases | 2 | $ | 79 | 30 | % | 2 | $ | 48 | 22 | % | |||||||||||||
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Revenue | 2 | $ | 408 | 50 | % | 2 | $ | 227 | 40 | % | |||||||||||||
| Purchases | 2 | $ | 178 | 26 | % | — | $ | — | — | % | |||||||||||||
| As of September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||
| Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | Number of customers or suppliers exceeding 10% | Aggregate Value (in millions) | % of Total | ||||||||||||||||||
| Accounts receivable | 2 | $ | 55 | 42 | % | 2 | $ | 66 | 46 | % | |||||||||||||
| Accounts payable | 3 | $ | 38 | 37 | % | 4 | $ | 56 | 53 | % | |||||||||||||
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of September 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to determine whether such disclosure controls and procedures provide reasonable assurance that information to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and communicated to management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our principal executive officer and our principal financial officer have concluded our disclosure controls and procedures were effective to provide reasonable assurance as of September 30, 2025.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting during the three months ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their cost.
PART II. OTHER INFORMATION
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Item 1. Legal Proceedings
The content of Part I, Item 1 "Financial Statements—Note 5 to the Consolidated Financial Statements—Commitments and contingencies - Litigation and other matters" of this Quarterly Report on Form 10-Q is hereby incorporated by reference in its entirety in this Item 1.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Part I, Item 1A "Risk Factors" in the 2024 Annual Report on Form 10-K, other than certain updates to the risk factor presented below.
Our business is highly subject to business cycles and risks related to the property & casualty insurance, health insurance, and life insurance industries.
We derive a substantial majority of our revenue from sales of Consumer Referrals to property & casualty insurance carriers, health insurance carriers and brokers, and life insurance carriers. Revenue from our insurance verticals accounted for 99.9% and 99.2% of our total revenue for the three months ended September 30, 2025 and 2024, respectively, 99.6% and 98.7% of our total revenue for the nine months ended September 30, 2025 and 2024, respectively, and 99.0% and 96.6% of our total revenue for the years ended December 31, 2024 and 2023, respectively. If insurance carriers experience large or unexpected losses through the offering of insurance, these carriers may choose to decrease the amount of money they spend on customer acquisition, including with us. These insurance markets, most notably the automobile insurance industry, have historically been cyclical in nature. These cycles are often characterized by periods of “soft” market conditions, when carriers’ loss ratios are relatively low and they tend to focus on investing to acquire customers and build market share, and “hard” market conditions, when their loss ratios are relatively high and they tend to prioritize profitability over growth and reduce their customer acquisition spending until they can obtain regulatory approval to raise premiums. As our insurance carrier partners go through these market cycles, our Demand Partners may increase or decrease their spending on Customer Referrals on our platform. These changes in spending may occur rapidly and without warning, and the duration of these market cycles can be difficult to predict accurately. Reductions in spending can have a material adverse impact on our operating results, causing them to fall short of the expectations of investors and securities analysts. For example, in the third quarter of 2021, many automobile insurers began to reduce their customer acquisition spending sharply in response to higher-than-expected loss ratios resulting from higher accident severity and increased repair costs due to global supply chain issues, and those reductions continued and in many cases worsened during 2022 and 2023 before beginning to recover in 2024. We will likely experience such insurance industry cycles again in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects. In 2025, the U.S. government has implemented new import tariffs and increases in existing tariff rates on imported automobiles and automobile parts, and may implement additional new tariffs or tariff increases in the future. These tariffs could cause a significant increase in the costs of imported automobile parts, as well as the costs of new and used automobiles, which are used for calculating loss payments by insurance carriers. These cost increases may increase automobile insurance claim costs and carrier loss ratios, which could result in a resumption of hard market conditions and a reduction in carrier spending on Consumer Referrals on our platform, which would materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.
The FTC Matter could have a material adverse effect on our business.
On February 21, 2023, we received a civil investigative demand from the Federal Trade Commission ("FTC") regarding compliance with the FTC Act and the Telemarketing Sales Rule, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. On October 30, 2024, following our earnings call for the quarter ended September 30, 2024, we received an initial settlement demand from the FTC Staff stating that the FTC Staff was prepared to recommend that the FTC approve the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the FTC’s Telemarketing Sales Rule ("TSR") and the Government and Business Impersonation Rule (the “Impersonation Rule”).
The FTC Staff alleged that, in connection with our lead generation and telemarketing activities, we have represented ourselves as affiliated with government entities, made misleading claims (in particular regarding health insurance products and our use of consumers’ personal information) and utilized deceptive advertising, in violation of Section 5(a) of the FTC Act. The FTC Staff further alleged that we have violated the Impersonation Rule in representing ourselves to be affiliated with government entities and the TSR in connection with telemarketing activities.
On July 3, 2025, the Company reached agreement with the FTC Staff on the terms of a Consent Order that the FTC Staff was prepared to recommend to the FTC Commissioners to fully resolve the FTC’s claims. On August 6, 2025, the
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complaint and Consent Order were filed with the Court, and on October 16, 2025, the Court entered the Consent Order. Under the terms of the Consent Order, the Company has agreed to pay $45.0 million as monetary relief, of which $33.5 million is payable within seven days of entry of the Consent Order and the remaining $11.5 million is payable by January 14, 2026, 90 days following entry of the Consent Order. The Company paid the initial payment of $33.5 million on October 21, 2025. Under the Consent Order, the Company has also agreed to, among other things: implement processes to review its advertising and marketing materials relating to under-65 health plans for compliance; include certain disclosures on its lead generation websites relating to under-65 health plans; implement processes to monitor the compliance of its under-65 health Demand Partners, Supply Partners and affiliates; comply with the TSR and not make any misrepresentations in connection with lead generation or the advertising, marketing, or promotion of any good or service; not collect, transfer or disclose consumer information without express informed consent; transfer certain inactive under-65 health website domains owned by the Company; and comply with certain data deletion, recordkeeping and cooperation provisions.
These injunctive terms will affect our ability to operate business in our Health insurance vertical, particularly in the under-65 health insurance subvertical, where we expect a reduction in Transaction Value and Contribution for 2025 compared with 2024.
Finally, even though the FTC claims have been resolved, other government authorities as well as consumers and other private claimants may allege that our business practices, including those subject to the FTC investigation, did not comply with one or more laws or regulations. In addition, the Company is aware of efforts by private law firms to solicit clients in regard to potential securities class action or derivative litigation. These matters could result in us incurring additional costs and liabilities.
For more information about the FTC Matter, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and capital resources” and “Item 8. Financial Statements and Supplementary Data--Note 8. Commitments and contingencies--FTC Matter” in the 2024 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table provides information about the Company's share repurchase activity for the three months ended September 30, 2025:
2025 | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
July 1 through July 31 | — | $ | — | N/A | N/A | |||||||||||||||||||||
August 1 through August 311 | 101,686 | $ | 10.14 | N/A | N/A | |||||||||||||||||||||
September 1 through September 302 | 3,234,894 | $ | 10.17 | N/A | N/A | |||||||||||||||||||||
| Total | 3,336,580 | $ | 10.17 | N/A | N/A | |||||||||||||||||||||
(1)These shares of Class A Common Stock were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees of the Company. The Company withheld these shares at their fair market values based upon the closing prices of its Class A Common Shares as reported by the NYSE on the day preceding the vesting dates.
(2)On September 3, 2025, a special committee of the Company's Board of Directors comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors, authorized the Company to enter into a Share Repurchase Agreement with Insignia to repurchase 3,234,894 shares of the Company’s Class A common stock at a price of $10.17 per share, for an aggregate purchase price of $32.9 million.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Plans
Our directors and officers, as defined in Section 16 of the Exchange Act (“Section 16”) may from time to time enter into plans for the purchase or sale of shares of our Class A common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
On August 14, 2025 , Steve Yi , our Chief Executive Officer , adopted a new Rule 10b5-1 trading plan. Mr. Yi’s trading plan provides for the sale of up to 900,000 shares of the Company’s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or May 6, 2026 . The total shares that may be sold under the plan represent approximately 13% of the total shares (vested and unvested) owned by Mr. Yi and OBF Investments, LLC, which is owned by trusts for the benefit of Mr. Yi and members of his family, as of September 30, 2025.
On August 13, 2025 , Eugene Nonko , our Chief Architect , adopted a new Rule 10b5-1 trading plan. Mr. Nonko’s trading plan provides for the sale of up to 1,407,500 shares of the Company’s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or May 6, 2026 . The total shares that may be sold under the plan represent approximately 21% of the total shares (vested and unvested) owned by Mr. Nonko and his family investment entities as of September 30, 2025.
On September 5, 2025 , Keith Cramer , our Chief Revenue Officer , adopted a new Rule 10b5-1 trading plan. Mr. Cramer’s trading plan provides for the sale of up to 115,000 shares of the Company’s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or September 15, 2026 . The total shares that may be sold under the plan represent approximately 31% of the total shares (vested and unvested) owned by Mr. Cramer as of September 30, 2025.
On September 9, 2025 , Amy Yeh , our Chief Technology Officer , adopted a new Rule 10b5-1 trading plan. Ms. Yeh’s trading plan provides for the sale of up to 172,000 shares of the Company’s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or December 20, 2026 . The total shares that may be sold under the plan represent approximately 27% of the total shares (vested and unvested) owned by Ms. Yeh as of September 30, 2025.
On September 12, 2025 , Jeffrey Coyne , our General Counsel , adopted a new Rule 10b5-1 trading plan. Mr. Coyne’s trading plan provides for the sale of up to 75,000 shares of the Company’s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or June 15, 2026 . The total shares that may be sold under the plan represent approximately 16% of the total shares (vested and unvested) owned by Mr. Coyne as of September 30, 2025.
During the three months ended September 30, 2025, no other director or officer of the Company adopted /modified and/or terminated
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||||||||||||||||||||||
10.1 | 8-K | 001-39671 | 10.1 | August 6, 2025 | ||||||||||||||||||||||||||||
10.2 | 8-K | 001-39671 | 99.1 | August 7, 2025 | ||||||||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||||||||
| 32.1** | ||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document | |||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||||||||||||||||||||
| 101.PRE | Inline 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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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 thereunto duly authorized.
| MEDIAALPHA, INC. | ||||||||
| Date: | October 29, 2025 | /s/ Patrick R. Thompson | ||||||
| Patrick R. Thompson | ||||||||
| Chief Financial Officer & Treasurer | ||||||||
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