MediaAlpha MAX Form 10-Q filing Q2 FY2026

Item 1. Financial Statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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 2025 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2026.

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, 2025 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 2025 Annual Report on Form 10-K.

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.8 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively.

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.

The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls 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. The Company's supplier concentration can also expose it to business risks.

Customer and supplier concentrations consisted of the below:

Related Party Transactions

The Company is party to the tax receivables agreement ("TRA"), under which it is contractually obligated to pay certain existing and prior 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 June 30, 2026 and December 31, 2025, the Company had accrued $54.7 million and $131.1 million, respectively, for estimated payments under the TRA. During the three and six months ended June 30, 2026, payments of $0 and $7.0 million, respectively, were made pursuant to the TRA. During the three and six months ended June 30, 2025, no payments were made pursuant to the TRA. On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia, pursuant to which the Company purchased Insignia's interest in the TRA, as discussed further in Note 9 - Income Taxes. To provide the Company with the cash to repurchase Insignia’s TRA interest, QLH made a pro rata distribution to certain holders of Class B-1 units.

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 December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures. The standard introduces a new disclosure principle for interim reporting to help entities determine whether disclosures not specified in Topic 270 should be provided in interim periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued 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 consolidated financial statements.

2. Disaggregation of revenue

The following table shows the Company’s revenue disaggregated by transaction model:

The following table shows the Company’s revenue disaggregated by product vertical:

3. Goodwill and intangible assets

Goodwill and intangible assets consisted of:

Amortization expense related to intangible assets was $0.5 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $2.0 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 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 June 30, 2026, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:

4. Long-term debt

Long-term debt consisted of the following:

Amendment and Restatement of Credit Agreement

On March 25, 2026, QuoteLab, LLC (the "Borrower") and QLH entered into an amendment and restatement agreement (the "Amendment and Restatement Agreement") amending and restating the credit agreement dated as of September 23, 2020, as previously amended (as more fully described below. the "Amended Credit Agreement" and, as amended and restated by the Amendment and Restatement Agreement, the "Credit Agreement"), with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for (i) a new five-year senior secured term loan facility in an aggregate principal amount of $150 million (the "2026 Term Loan Facility"), and (ii) a new five-year senior secured revolving credit facility with commitments in an aggregate amount of $60 million (the "2026 Revolving Credit Facility" and, together with the 2026 Term Loan Facility, the "2026 Credit Facilities"), which replaced the existing term loan facility and revolving credit facility under the Amended Credit Agreement. The proceeds of the 2026 Term Loan Facility, together with $15.0 million drawn on the 2026 Revolving Credit Facility upon the closing of the transaction, were used to refinance the $146.6 million of existing term loans outstanding and $5.0 million of existing revolving loans outstanding under the Amended Credit Agreement, and to pay the accrued and unpaid interest on such loans as of the date of the Credit Agreement and the fees related to the refinancing transactions, as well as to provide cash for general corporate purposes.

The obligations under the 2026 Credit Facilities are secured by substantially all assets of the Borrower and the Credit Agreement contains customary affirmative, negative and financial covenants and default provisions. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the Credit Agreement). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. As of June 30, 2026, the Company was in compliance with all such covenants.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at the option of the Borrower, (i) Term Secured Overnight Financing Rate ("SOFR") plus an applicable margin, (ii) Daily Simple SOFR plus an applicable margin or

(iii) Alternate Base Rate plus an applicable margin (in each case, as defined in the Credit Agreement). The applicable margins will be based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Credit Agreement for the prior fiscal quarter and range from 2.00% to 3.00% with respect to the SOFR-based rates and 1.00% to 2.00% with respect to the Alternate Base Rate.

Loans under the 2026 Credit Facilities will mature on March 25, 2031. Loans under the 2026 Term Loan Facility will amortize quarterly, and began with the fiscal quarter ending June 30, 2026, by an amount equal to (i) through the fiscal quarter ending March 31, 2030, 1.25% of the original aggregate principal amount of the term loans and (ii) for each fiscal quarter thereafter, 2.50% of the original aggregate principal amount of the term loans. Loans under the Credit Agreement may be prepaid, at the option of the Borrower, at any time without premium. Term loans under the Credit Agreement are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events, subject to customary exceptions.

The 2026 Term Loan Facility was treated as a debt restructuring that included both debt modifications and extinguishments, in addition to new debt issuances. The Company capitalized $1.5 million of new and existing deferred financing costs, which are classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and will be amortized over the term of the 2026 Term Loan Facility. Third-party costs of $1.1 million allocated to modifications to the 2026 Term Loan Facility were recorded as general and administrative expenses in the consolidated statement of operations. New and existing third-party costs and fees of $1.0 million paid to lenders and allocated to the 2026 Revolving Credit Facility were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and will be amortized over the term of the 2026 Revolving Credit Facility.

During the six months ended June 30, 2026, the Company recognized a loss on extinguishment of the 2021 Credit Facilities of $0.2 million, which has been recorded within other expenses, net on the consolidated statement of operations.

Amended Credit Agreement

On July 29, 2021, the Borrower and QLH entered into an amendment (the "First Amendment") to the credit agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent. On June 8, 2023, the Borrower and QLH entered into a Second Amendment (the “Second Amendment”) to the credit agreement, as amended by the First Amendment (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 referred to above), 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”) continued to mature on July 29, 2026. The Term Loans amortized 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 Revolving 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 Revolving Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) continued to mature on July 29, 2026. All of such loans were refinanced in March 2026 upon the closing of the Amendment and Restatement Agreement discussed

above. 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 Company incurred interest expense on the 2021 Credit Facilities and 2026 Credit Facilities for the three and six months ended June 30, 2026 and 2025 as below:

As of June 30, 2026, the Company’s borrowing capacity available under the 2026 Revolving Credit Facility was $30.0 million. During the three months ended June 30, 2026, $15.0 million was drawn on the 2026 Revolving Credit Facility. The undrawn portion of the 2026 Revolving Credit Facility carries a commitment fee that ranges from 0.30% to 0.50% based on the Company’s consolidated total net leverage ratio, and such fee was 0.35% as of June 30, 2026. As of June 30, 2026, the Company’s interest rate on the outstanding borrowings under the 2026 Term Loan Facility was 5.98% and the weighted-average interest rate under the 2026 Revolving Credit Facility was 5.99%.

Accrued interest was $0.1 million as of June 30, 2026 and $2.4 million as of December 31, 2025, and is included within accrued expenses on the consolidated balance sheets.

The expected future principal payments for all borrowings as of June 30, 2026 were as follows:

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 an 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 agreed to pay $45.0 million as monetary relief. The Company paid the initial payment of $33.5 million on October 21, 2025, within seven days of entry of the Consent Order by the Court, and the remaining $11.5 million on January 12, 2026, within 90 days following entry of the Consent Order. 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.

As of December 31, 2025, the Company had recorded a reserve of $11.5 million in connection with this matter, which was recorded within accrued expenses on the consolidated balance sheets, which was paid in full on January 12, 2026.

During the three and six months ended June 30, 2025, the Company recorded charges of $33.0 million and $38.0 million, respectively, to increase the loss reserve established in connection with the FTC Matter. Legal fees incurred by the Company in connection with the FTC Matter during the three and six months ended June 30, 2026 were immaterial, and during the three and six months ended June 30, 2025 were $2.3 million and $4.1 million, respectively, and 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 remitted the assessed amount to avoid interest and penalties, and has initiated litigation challenging the assessment and the City's classification and methodology in applying the Business Tax to the Company. The Company is in discussions with the City in an effort to resolve the matter before trial, which has been set for September 2027. 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 June 30, 2026, the Company has assessed its probable loss related to this matter and has accrued a reserve, which is not material.

As of June 30, 2026 and December 31, 2025, the Company did not have any other material contingency reserves established for litigation liabilities.

6. Equity-based compensation

Equity-based compensation cost recognized for equity-based awards outstanding during the three and six months ended June 30, 2026 and 2025 was as follows:

Equity-based compensation cost was included in the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2026 and 2025:

As of June 30, 2026, total unrecognized compensation cost related to unvested restricted stock units and unvested performance-based restricted stock units were $64.1 million and $3.6 million, respectively, which are expected to be recognized over weighted-average periods of 2.82 years and 2.71 years, respectively.

Performance-Based Restricted Stock Units

On March 15, 2026, the Compensation Committee of the Company's Board of Directors ("Compensation Committee") approved grants of Performance-Based Restricted Stock Units ("PRSUs") under the 2020 Omnibus Incentive Plan to the Company's executive officers as a portion of such officers' long-term incentive compensation for 2026. Such PRSUs will be earned, if at all, based on achievement of annual Adjusted EBITDA goals set by the Compensation Committee over a three-year performance period, with each fiscal year measured separately for purposes of determining vesting. One-third of the PRSU grants are tied to each fiscal year Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals set by the Compensation Committee for each fiscal year, corresponding to 50%, 100% and 200% of the number of PRSUs granted, respectively, with linear interpolation between such goal levels. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through the end of the three-year period.

The PRSUs granted represented the target value divided by the average closing price of the Company’s Class A common stock for the 10 trading day period ended as of the Friday preceding the grant date. Any difference between the number of PRSUs granted and vested, or unvested and outstanding, due to change in the expected performance outcome of each performance period is accounted for as a performance adjustment.

The PRSUs are equity-classified awards, as they are based on a fixed number of PRSUs to be settled at the percentage based on the achievement of the performance measure. At each reporting period, the Company estimates the probability of the achievement of the performance measure and recognizes any expense based on such estimate and the portion of the requisite service period completed. The amount of expense recognized in any period can vary based on changes in the expected achievement of the performance measure. If such performance measures are determined to be unlikely to be achieved, or are ultimately not met, no further expense is recognized and any previously recognized expense is reversed. Upon vesting of the PRSUs, the Company will issue the number of shares of Class A common stock earned based on the Company's performance.

7. Stockholders' Deficit

Share Repurchases

On October 28, 2025, the Company's Board of Directors authorized a Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, the Company’s Board of Directors authorized an increase in the Repurchase Program by $50.0 million, to a total of up to $100.0 million ("Repurchase Program"). During the three and six months ended June 30, 2026, 2,200,212 and 4,256,222 shares of Class A common stock were repurchased under the Repurchase Program for aggregate consideration of $20.3 million and $40.6 million, respectively. The difference between the repurchase price and the par value of the shares of Class A common stock repurchased, together with any excise tax payable, was recorded as an adjustment to additional-paid-in capital. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock.

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. As of June 30, 2026, the Company had repurchased 5,373,586 shares of Class A common stock for aggregate consideration of $54.9 million as part of the Repurchase Program. The Company has $45 million remaining under the Repurchase Program and the Company may suspend or discontinue the Repurchase Program at any time, and does not obligate the Company to acquire any amount of Class A common stock. The Repurchase Program does not obligate the Company to repurchase a fixed number of shares and any repurchases were accounted for as of the trade date with a corresponding liability.

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. As of June 30, 2026, the carrying amounts of the 2026 Term Loan Facility and the 2026 Revolving Credit Facility approximate their respective fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 6.00% and the estimated payments under the 2026 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.

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 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 (benefit):

The Company's effective tax rate of 24.2% and 26.2% for the three and six months ended June 30, 2026, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of income not taxable to the Company associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. The Company's effective tax rate of (1.4)% and (1.1)% for the three and six months ended June 30, 2025,

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 six months ended June 30, 2026. 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.

As of June 30, 2026 and December 31, 2025, the Company had a valuation allowance of $3.5 million against certain state net operating losses, federal and state capital loss carryforwards, and foreign tax credits that the Company expects will expire unutilized. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2026, there were no changes to the Company's valuation allowance.

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.

The Company believes it can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 — Contingencies. The Company recorded a liability of $54.7 million and $131.1 million as of June 30, 2026 and December 31, 2025, respectively, of which $3.7 million and $6.9 million, respectively, were classified as current within accrued expenses in the consolidated balance sheets.

During the three and six months ended June 30, 2026 and 2025, holders of Class B-1 units exchanged zero units.

Payments of $0 and $7.0 million were made pursuant to the TRA during the three and six months ended June 30, 2026, respectively. No payments were made pursuant to the TRA during the three and six months ended June 30, 2025.

On June 25, 2026, the Company entered into an Agreement with Insignia, pursuant to which the Company purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, the Company's estimated liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA Settlement resulted in a gain of $37.7 million, which was recorded within other (income) expense, net in the Company's consolidated statement of operations as Insignia had ceased being a stockholder of the Company as of September 4, 2025. The terms of the transaction were approved by the Company's Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. The Agreement does not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties. The Company funded the purchase price from cash on hand and borrowings under the 2026 Revolving Credit Facility.

10. Net Income (Loss) Per Share

The following table presents the calculation of basic and diluted net income (loss) per share:

Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested 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 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 and six months ended June 30, 2026 and 2025:

The outstanding PRSUs were not included in the potentially dilutive securities as of June 30, 2026 as the performance conditions have not been met.

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 six months ended June 30, 2026 and 2025, the holders of the non-controlling interests completed zero Exchanges. As of June 30, 2026, the holders of the non-controlling interests owned 13.6% of the total equity interests in QLH, with the remaining 86.4% owned by MediaAlpha, Inc. As of December 31, 2025, the holders of the non-controlling interests owned 12.9% of the total equity interests in QLH, with the remaining 87.1% owned by MediaAlpha, Inc.

12. Leases

On February 3, 2026, the Company entered into a lease agreement for a new corporate headquarters comprised of approximately 21,000 square feet of office space located in Los Angeles, CA. The initial term of such lease is 65 months commencing upon the later of November 1, 2026 and substantial completion of the improvements in the premises by the landlord, which is expected to occur in the fourth quarter of 2026, after the expiration of the Company's current Los Angeles lease term. The Company has the option to extend the term for an additional 60 months. The aggregate base rent payments over the initial term of the lease are approximately $5 million.

On June 10, 2026, the Company entered into an amendment to the lease agreement for its existing office space located in Bellevue, WA, which increased the size of the space and extended the term by 64 months commencing upon completion of the improvements in the premises, which is expected to occur in the fourth quarter of 2026. The aggregate base rent payments over the initial term of the lease are approximately $2 million.

In connection with these leases, the Company expects to capitalize the costs of certain leasehold improvements and other property and equipment as the spaces are built out and prepared for occupancy. Initial build-out activities have commenced for these spaces, and the Company has paid certain deposits in connection with the related leasehold improvements and other property and equipment purchases.

Item 1F. Financial Statements

Item 1. Financial Statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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 2025 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2026.

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, 2025 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 2025 Annual Report on Form 10-K.

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.8 million and $0.7 million as of June 30, 2026 and December 31, 2025, respectively.

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.

The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls 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. The Company's supplier concentration can also expose it to business risks.

Customer and supplier concentrations consisted of the below:

Related Party Transactions

The Company is party to the tax receivables agreement ("TRA"), under which it is contractually obligated to pay certain existing and prior 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 June 30, 2026 and December 31, 2025, the Company had accrued $54.7 million and $131.1 million, respectively, for estimated payments under the TRA. During the three and six months ended June 30, 2026, payments of $0 and $7.0 million, respectively, were made pursuant to the TRA. During the three and six months ended June 30, 2025, no payments were made pursuant to the TRA. On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia, pursuant to which the Company purchased Insignia's interest in the TRA, as discussed further in Note 9 - Income Taxes. To provide the Company with the cash to repurchase Insignia’s TRA interest, QLH made a pro rata distribution to certain holders of Class B-1 units.

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 December 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This ASU provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures. The standard introduces a new disclosure principle for interim reporting to help entities determine whether disclosures not specified in Topic 270 should be provided in interim periods. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2025-11 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued 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 consolidated financial statements.

2. Disaggregation of revenue

The following table shows the Company’s revenue disaggregated by transaction model:

The following table shows the Company’s revenue disaggregated by product vertical:

3. Goodwill and intangible assets

Goodwill and intangible assets consisted of:

Amortization expense related to intangible assets was $0.5 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively, and $1.0 million and $2.0 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 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 June 30, 2026, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:

4. Long-term debt

Long-term debt consisted of the following:

Amendment and Restatement of Credit Agreement

On March 25, 2026, QuoteLab, LLC (the "Borrower") and QLH entered into an amendment and restatement agreement (the "Amendment and Restatement Agreement") amending and restating the credit agreement dated as of September 23, 2020, as previously amended (as more fully described below. the "Amended Credit Agreement" and, as amended and restated by the Amendment and Restatement Agreement, the "Credit Agreement"), with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for (i) a new five-year senior secured term loan facility in an aggregate principal amount of $150 million (the "2026 Term Loan Facility"), and (ii) a new five-year senior secured revolving credit facility with commitments in an aggregate amount of $60 million (the "2026 Revolving Credit Facility" and, together with the 2026 Term Loan Facility, the "2026 Credit Facilities"), which replaced the existing term loan facility and revolving credit facility under the Amended Credit Agreement. The proceeds of the 2026 Term Loan Facility, together with $15.0 million drawn on the 2026 Revolving Credit Facility upon the closing of the transaction, were used to refinance the $146.6 million of existing term loans outstanding and $5.0 million of existing revolving loans outstanding under the Amended Credit Agreement, and to pay the accrued and unpaid interest on such loans as of the date of the Credit Agreement and the fees related to the refinancing transactions, as well as to provide cash for general corporate purposes.

The obligations under the 2026 Credit Facilities are secured by substantially all assets of the Borrower and the Credit Agreement contains customary affirmative, negative and financial covenants and default provisions. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the Credit Agreement). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. As of June 30, 2026, the Company was in compliance with all such covenants.

Borrowings under the Credit Agreement will bear interest at a rate equal to, at the option of the Borrower, (i) Term Secured Overnight Financing Rate ("SOFR") plus an applicable margin, (ii) Daily Simple SOFR plus an applicable margin or

(iii) Alternate Base Rate plus an applicable margin (in each case, as defined in the Credit Agreement). The applicable margins will be based on the Borrower’s consolidated total net leverage ratio as calculated under the terms of the Credit Agreement for the prior fiscal quarter and range from 2.00% to 3.00% with respect to the SOFR-based rates and 1.00% to 2.00% with respect to the Alternate Base Rate.

Loans under the 2026 Credit Facilities will mature on March 25, 2031. Loans under the 2026 Term Loan Facility will amortize quarterly, and began with the fiscal quarter ending June 30, 2026, by an amount equal to (i) through the fiscal quarter ending March 31, 2030, 1.25% of the original aggregate principal amount of the term loans and (ii) for each fiscal quarter thereafter, 2.50% of the original aggregate principal amount of the term loans. Loans under the Credit Agreement may be prepaid, at the option of the Borrower, at any time without premium. Term loans under the Credit Agreement are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events, subject to customary exceptions.

The 2026 Term Loan Facility was treated as a debt restructuring that included both debt modifications and extinguishments, in addition to new debt issuances. The Company capitalized $1.5 million of new and existing deferred financing costs, which are classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and will be amortized over the term of the 2026 Term Loan Facility. Third-party costs of $1.1 million allocated to modifications to the 2026 Term Loan Facility were recorded as general and administrative expenses in the consolidated statement of operations. New and existing third-party costs and fees of $1.0 million paid to lenders and allocated to the 2026 Revolving Credit Facility were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and will be amortized over the term of the 2026 Revolving Credit Facility.

During the six months ended June 30, 2026, the Company recognized a loss on extinguishment of the 2021 Credit Facilities of $0.2 million, which has been recorded within other expenses, net on the consolidated statement of operations.

Amended Credit Agreement

On July 29, 2021, the Borrower and QLH entered into an amendment (the "First Amendment") to the credit agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent. On June 8, 2023, the Borrower and QLH entered into a Second Amendment (the “Second Amendment”) to the credit agreement, as amended by the First Amendment (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 referred to above), 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”) continued to mature on July 29, 2026. The Term Loans amortized 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 Revolving 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 Revolving Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) continued to mature on July 29, 2026. All of such loans were refinanced in March 2026 upon the closing of the Amendment and Restatement Agreement discussed

above. 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 Company incurred interest expense on the 2021 Credit Facilities and 2026 Credit Facilities for the three and six months ended June 30, 2026 and 2025 as below:

As of June 30, 2026, the Company’s borrowing capacity available under the 2026 Revolving Credit Facility was $30.0 million. During the three months ended June 30, 2026, $15.0 million was drawn on the 2026 Revolving Credit Facility. The undrawn portion of the 2026 Revolving Credit Facility carries a commitment fee that ranges from 0.30% to 0.50% based on the Company’s consolidated total net leverage ratio, and such fee was 0.35% as of June 30, 2026. As of June 30, 2026, the Company’s interest rate on the outstanding borrowings under the 2026 Term Loan Facility was 5.98% and the weighted-average interest rate under the 2026 Revolving Credit Facility was 5.99%.

Accrued interest was $0.1 million as of June 30, 2026 and $2.4 million as of December 31, 2025, and is included within accrued expenses on the consolidated balance sheets.

The expected future principal payments for all borrowings as of June 30, 2026 were as follows:

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 an 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 agreed to pay $45.0 million as monetary relief. The Company paid the initial payment of $33.5 million on October 21, 2025, within seven days of entry of the Consent Order by the Court, and the remaining $11.5 million on January 12, 2026, within 90 days following entry of the Consent Order. 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.

As of December 31, 2025, the Company had recorded a reserve of $11.5 million in connection with this matter, which was recorded within accrued expenses on the consolidated balance sheets, which was paid in full on January 12, 2026.

During the three and six months ended June 30, 2025, the Company recorded charges of $33.0 million and $38.0 million, respectively, to increase the loss reserve established in connection with the FTC Matter. Legal fees incurred by the Company in connection with the FTC Matter during the three and six months ended June 30, 2026 were immaterial, and during the three and six months ended June 30, 2025 were $2.3 million and $4.1 million, respectively, and 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 remitted the assessed amount to avoid interest and penalties, and has initiated litigation challenging the assessment and the City's classification and methodology in applying the Business Tax to the Company. The Company is in discussions with the City in an effort to resolve the matter before trial, which has been set for September 2027. 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 June 30, 2026, the Company has assessed its probable loss related to this matter and has accrued a reserve, which is not material.

As of June 30, 2026 and December 31, 2025, the Company did not have any other material contingency reserves established for litigation liabilities.

6. Equity-based compensation

Equity-based compensation cost recognized for equity-based awards outstanding during the three and six months ended June 30, 2026 and 2025 was as follows:

Equity-based compensation cost was included in the following expense categories in the consolidated statements of operations during the three and six months ended June 30, 2026 and 2025:

As of June 30, 2026, total unrecognized compensation cost related to unvested restricted stock units and unvested performance-based restricted stock units were $64.1 million and $3.6 million, respectively, which are expected to be recognized over weighted-average periods of 2.82 years and 2.71 years, respectively.

Performance-Based Restricted Stock Units

On March 15, 2026, the Compensation Committee of the Company's Board of Directors ("Compensation Committee") approved grants of Performance-Based Restricted Stock Units ("PRSUs") under the 2020 Omnibus Incentive Plan to the Company's executive officers as a portion of such officers' long-term incentive compensation for 2026. Such PRSUs will be earned, if at all, based on achievement of annual Adjusted EBITDA goals set by the Compensation Committee over a three-year performance period, with each fiscal year measured separately for purposes of determining vesting. One-third of the PRSU grants are tied to each fiscal year Adjusted EBITDA performance against pre-established threshold, target, and maximum Adjusted EBITDA goals set by the Compensation Committee for each fiscal year, corresponding to 50%, 100% and 200% of the number of PRSUs granted, respectively, with linear interpolation between such goal levels. Following the completion of each performance period, any earned PRSUs for that performance period will remain subject to continued service-based vesting through the end of the three-year period.

The PRSUs granted represented the target value divided by the average closing price of the Company’s Class A common stock for the 10 trading day period ended as of the Friday preceding the grant date. Any difference between the number of PRSUs granted and vested, or unvested and outstanding, due to change in the expected performance outcome of each performance period is accounted for as a performance adjustment.

The PRSUs are equity-classified awards, as they are based on a fixed number of PRSUs to be settled at the percentage based on the achievement of the performance measure. At each reporting period, the Company estimates the probability of the achievement of the performance measure and recognizes any expense based on such estimate and the portion of the requisite service period completed. The amount of expense recognized in any period can vary based on changes in the expected achievement of the performance measure. If such performance measures are determined to be unlikely to be achieved, or are ultimately not met, no further expense is recognized and any previously recognized expense is reversed. Upon vesting of the PRSUs, the Company will issue the number of shares of Class A common stock earned based on the Company's performance.

7. Stockholders' Deficit

Share Repurchases

On October 28, 2025, the Company's Board of Directors authorized a Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, the Company’s Board of Directors authorized an increase in the Repurchase Program by $50.0 million, to a total of up to $100.0 million ("Repurchase Program"). During the three and six months ended June 30, 2026, 2,200,212 and 4,256,222 shares of Class A common stock were repurchased under the Repurchase Program for aggregate consideration of $20.3 million and $40.6 million, respectively. The difference between the repurchase price and the par value of the shares of Class A common stock repurchased, together with any excise tax payable, was recorded as an adjustment to additional-paid-in capital. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock.

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. As of June 30, 2026, the Company had repurchased 5,373,586 shares of Class A common stock for aggregate consideration of $54.9 million as part of the Repurchase Program. The Company has $45 million remaining under the Repurchase Program and the Company may suspend or discontinue the Repurchase Program at any time, and does not obligate the Company to acquire any amount of Class A common stock. The Repurchase Program does not obligate the Company to repurchase a fixed number of shares and any repurchases were accounted for as of the trade date with a corresponding liability.

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. As of June 30, 2026, the carrying amounts of the 2026 Term Loan Facility and the 2026 Revolving Credit Facility approximate their respective fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 6.00% and the estimated payments under the 2026 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.

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 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 (benefit):

The Company's effective tax rate of 24.2% and 26.2% for the three and six months ended June 30, 2026, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of income not taxable to the Company associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. The Company's effective tax rate of (1.4)% and (1.1)% for the three and six months ended June 30, 2025,

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 six months ended June 30, 2026. 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.

As of June 30, 2026 and December 31, 2025, the Company had a valuation allowance of $3.5 million against certain state net operating losses, federal and state capital loss carryforwards, and foreign tax credits that the Company expects will expire unutilized. The Company evaluates the realizability of its deferred tax assets on a quarterly basis and establishes valuation allowances when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of June 30, 2026, there were no changes to the Company's valuation allowance.

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.

The Company believes it can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 — Contingencies. The Company recorded a liability of $54.7 million and $131.1 million as of June 30, 2026 and December 31, 2025, respectively, of which $3.7 million and $6.9 million, respectively, were classified as current within accrued expenses in the consolidated balance sheets.

During the three and six months ended June 30, 2026 and 2025, holders of Class B-1 units exchanged zero units.

Payments of $0 and $7.0 million were made pursuant to the TRA during the three and six months ended June 30, 2026, respectively. No payments were made pursuant to the TRA during the three and six months ended June 30, 2025.

On June 25, 2026, the Company entered into an Agreement with Insignia, pursuant to which the Company purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, the Company's estimated liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA Settlement resulted in a gain of $37.7 million, which was recorded within other (income) expense, net in the Company's consolidated statement of operations as Insignia had ceased being a stockholder of the Company as of September 4, 2025. The terms of the transaction were approved by the Company's Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. The Agreement does not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties. The Company funded the purchase price from cash on hand and borrowings under the 2026 Revolving Credit Facility.

10. Net Income (Loss) Per Share

The following table presents the calculation of basic and diluted net income (loss) per share:

Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested 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 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 and six months ended June 30, 2026 and 2025:

The outstanding PRSUs were not included in the potentially dilutive securities as of June 30, 2026 as the performance conditions have not been met.

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 six months ended June 30, 2026 and 2025, the holders of the non-controlling interests completed zero Exchanges. As of June 30, 2026, the holders of the non-controlling interests owned 13.6% of the total equity interests in QLH, with the remaining 86.4% owned by MediaAlpha, Inc. As of December 31, 2025, the holders of the non-controlling interests owned 12.9% of the total equity interests in QLH, with the remaining 87.1% owned by MediaAlpha, Inc.

12. Leases

On February 3, 2026, the Company entered into a lease agreement for a new corporate headquarters comprised of approximately 21,000 square feet of office space located in Los Angeles, CA. The initial term of such lease is 65 months commencing upon the later of November 1, 2026 and substantial completion of the improvements in the premises by the landlord, which is expected to occur in the fourth quarter of 2026, after the expiration of the Company's current Los Angeles lease term. The Company has the option to extend the term for an additional 60 months. The aggregate base rent payments over the initial term of the lease are approximately $5 million.

On June 10, 2026, the Company entered into an amendment to the lease agreement for its existing office space located in Bellevue, WA, which increased the size of the space and extended the term by 64 months commencing upon completion of the improvements in the premises, which is expected to occur in the fourth quarter of 2026. The aggregate base rent payments over the initial term of the lease are approximately $2 million.

In connection with these leases, the Company expects to capitalize the costs of certain leasehold improvements and other property and equipment as the spaces are built out and prepared for occupancy. Initial build-out activities have commenced for these spaces, and the Company has paid certain deposits in connection with the related leasehold improvements and other property and equipment purchases.

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

We connect insurance carriers with online shoppers through the most efficient customer acquisition marketplace. We 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 leading customer acquisition infrastructure for insurance carriers, supporting $1.2 billion in Revenue across our platform from our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance over the twelve-month period ended June 30, 2026.

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 June 30, 2026, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.3 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 revenue, 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

1.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 financial metrics” for additional information regarding the Company’s Non-GAAP metrics.

For the three months ended June 30, 2026, revenue was $316.9 million, an increase of 25.9% compared with the three months ended June 30, 2025, driven primarily by significant increases in customer acquisition spending by P&C Demand Partners, including higher participation by a broader group of carriers, as they continue to focus on growth and increasing market share in response to strong 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 $47.2 million for the three months ended June 30, 2026, a year-over-year increase of 18.4%, driven primarily by a higher mix of Open Marketplace transactions, offset in part by the scaling back in the under-65 health sub-vertical. Contribution Margin was 14.9% in the three months ended June 30, 2026, compared with 15.8% in the three months ended June 30, 2025.

Net income for the three months ended June 30, 2026 was $41.8 million, compared with a net loss of $22.5 million for the three months ended June 30, 2025, due primarily to a $37.7 million gain on extinguishment of a portion of the liability under the tax receivables agreement resulting from our repurchase of Insignia's interest in the TRA and an increase in gross profit, offset in part by higher income tax expense. In addition, during the three months ended June 30, 2025, we incurred a charge of $33.0 million to increase our reserve related to the FTC Matter.

Adjusted EBITDA for the three months ended June 30, 2026 was $29.3 million, a year-over-year increase of 19.5%, due primarily to higher contribution.

Other developments

On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, our estimated future liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA Settlement resulted in a gain of $37.7 million.

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 2025 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.

In our health vertical, we aim to drive deeper adoption and integration of our platform within the Medicare Advantage ecosystem. We believe that the Medicare Advantage market represents a substantial opportunity for us, but this market is currently facing challenges due primarily to fluctuating carrier loss ratios and reimbursement rate increases. These underlying market pressures have created a difficult environment for customer acquisition, with carriers pulling back or reallocating marketing spend in response to volatile plan economics.

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. Effective with the first quarter of 2026, we have discontinued reporting of Transaction Value to simplify our reporting structure. As our scale advantage has become well-established, we believe that Revenue, Contribution and Contribution Margin, and Adjusted EBITDA are the most relevant metrics for evaluating our performance relative to our peers.

Our Demand and Supply Partners

Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform. We retain and attract Demand Partners in part 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 six months ended June 30, 2026, 16 of the top 20 largest auto insurance carriers by customer acquisition spend in 2025 were active on our platform.

Consumer Referrals

We define "Consumer Referral" as any consumer click, call or lead purchased by a Demand Partner on our platform. 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 revenue and overall business performance across our verticals and platform models.

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 Demand Partners on our platform decreased to 28.6 million and 62.8 million for the three and six months ended June 30, 2026, respectively, from 34.0 million and 69.0 million for the three and six months ended June 30, 2025, respectively, due primarily to our actions to scale back the under-65 Health sub-vertical. 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. We expect artificial intelligence (AI) based platforms, including large language models, to become significant traffic acquisition sources for us and our Supply Partners and drive incremental traffic to our marketplace.

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. For example, 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 and 2025 as the industry re-entered a soft market and multiple carriers meaningfully increased their spending in our marketplaces. During the first half of 2026, the ongoing geopolitical conflict in the Middle East has caused significant increases in energy prices and disruption in supply chains for certain products. In the event that such war escalates or continues for an extended period of time, it could result in higher prices and/or supply chain disruptions for auto parts, driving up automobile claims costs and negatively impacting P&C insurance carrier underwriting profitability, which could cause them to reduce their customer acquisition spending on our platform. We have not seen any material impact of these events on carrier spending levels on our platform to date.

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 30 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 2025 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.

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 2026 Credit Facilities and the amortization of deferred financing costs associated with these arrangements.

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 June 30, 2026, our ownership interest in QLH was 86.4%.

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 June 30, 2026 and 2025

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended June 30, 2026 and 2025:

Revenue

The following table presents our revenue, disaggregated by vertical, for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in P&C insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by an increase in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers who increased marketing budgets significantly.

The decrease in health insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by our actions to scale back the under-65 Health sub-vertical. 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. Revenue from under-65 health declined from $13.8 million for three months ended June 30, 2025 to $0.7 million for the three months ended June 30, 2026. We expect revenue from under-65 health for the full year 2026 to be in the range of $5.0 million to $6.0 million.

The decrease in life insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a decreased supply of Consumer Referrals.

The decrease in other revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by lower revenue from our travel vertical as we fully exited that vertical during the second quarter of 2025.

Cost of revenue

The following table presents our cost of revenue for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in cost of revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue offset in part by lower revenue from under-65 health and higher take rates in our Open Marketplace.

Sales and marketing

The following table presents our sales and marketing expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in sales and marketing expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Product development

The following table presents our product development expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in product development expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by an increase in personnel-related costs of $0.5 million due primarily to higher headcount and annual salary adjustments.

General and administrative

The following table presents our general and administrative expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in general and administrative expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a $35.0 million decrease in legal costs, driven by a charge of $33.0 million to the loss reserve and higher legal fees related to the FTC settlement during the three months ended June 30, 2025, offset in part by an increase in personnel-related costs of $0.9 million related to annual salary adjustments and higher headcount and an increase in equity-based compensation expense of $0.5 million.

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 June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in equity-based compensation expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Amortization

The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in amortization expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Other (income), net

The following table presents our other (income), net for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

The increase in other (income), net for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a $37.7 million gain on extinguishment of a portion of our liability under the TRA, due to our repurchase of Insignia's TRA interest.

Interest expense

The following table presents our interest expense for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in interest expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Income tax expense

The following table presents our income tax expense for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

For the three months ended June 30, 2026, we recorded income tax expense of $13.3 million resulting from our effective tax rate of 24.2%, which differed from the U.S. federal statutory tax rate of 21%, driven primarily by the tax impacts of income not taxable to us associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. For the three months ended June 30, 2025, we recorded an income tax expense of $0.3 million resulting from our effective tax rate of (1.4)%, which differed from the U.S. federal statutory tax rate of 21%.

Operating results for the six months ended June 30, 2026 and 2025

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the six months ended June 30, 2026 and 2025:

Revenue

The following table presents our revenue, disaggregated by vertical, for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in P&C insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increase in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers who increased marketing budgets significantly.

The decrease in health insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by our actions to scale back the under-65 Health sub-vertical. 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. Revenue from under-65 health declined from $39.6 million for six months ended June 30, 2025 to $4.5 million for the six months ended June 30, 2026.

The increase in life insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increased supply of Consumer Referrals.

The decrease in other revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by lower revenue from our travel vertical as we fully exited that vertical during the second quarter of 2025.

Cost of revenue

The following table presents our cost of revenue for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in cost of revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue, offset in part by lower revenue in under-65 health and higher take rates in our Open Marketplaces.

Sales and marketing

The following table presents our sales and marketing expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in sales and marketing expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a decrease in amortization expense of $0.8 million, offset in part by an increase in personnel-related costs of $0.4 million.

Product development

The following table presents our product development expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in product development expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increase in personnel-related costs of $1.1 million due to annual salary adjustments and higher headcount.

General and administrative

The following table presents our general and administrative expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in general and administrative expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a $41.7 million decrease in legal costs, driven by charges of $38.0 million to the loss reserve and higher legal fees related to the FTC settlement during the six months ended June 30, 2025, offset in part by an increase in personnel-related costs of $1.7 million due to annual salary adjustments and higher headcount, and an increase in equity-based compensation expense of $0.9 million.

Write-off of intangible assets

The following table presents our write-off of intangible assets for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

During the six months ended June 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.

Equity-based compensation

The following table presents our equity-based compensation expense that was included in costs and operating expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in equity-based compensation expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by higher expenses related to annual awards of RSUs granted to employees and higher employee headcount, offset in part by certain RSUs granted to employees being fully vested during or prior to the six months ended June 30, 2026.

Amortization

The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in amortization expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by 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 six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

The increase in other (income), net for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a $37.7 million gain on extinguishment of a portion of our liability under the TRA, due to our repurchase of Insignia's interest in the TRA.

Interest expense

The following table presents our interest expense for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in interest expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by the impact of lower interest rates, offset in part by higher outstanding debt balances during 2026.

Income tax expense

The following table presents our income tax expense for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

For the six months ended June 30, 2026, we recorded an income tax expense of $19.8 million resulting from our effective tax rate of 26.2%, which differed from the U.S. federal statutory rate of 21%, driven primarily by the tax impacts of income not taxable to us associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. For the six months ended June 30, 2025, we recorded an income tax expense of $0.3 million resulting from our effective tax rate of (1.1)% which differed from the U.S. federal statutory rate of 21%.

Key business and financial 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 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 six months ended June 30, 2026 and 2025:

(1) Transaction expenses for the six months ended June 30, 2026 consist of legal and other fees of $1.1 million and a loss on extinguishment of debt of $0.2 million incurred by us in connection with the 2026 Credit Facilities.

(2) Write-off of intangible assets for the six months ended June 30, 2025 consists of a charge 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) Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.

(4) Legal expenses for the three and six months ended June 30, 2026 were immaterial. Legal expenses for the three and six months ended June 30, 2025, consist of increases of $33.0 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.

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 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 six months ended June 30, 2026 and 2025:

Liquidity and capital resources

Overview

Our principal sources of liquidity are our cash flows generated from operations and cash and funds available under the 2026 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 June 30, 2026 and December 31, 2025, our cash and cash equivalents totaled $23.7 million and $46.9 million, respectively. As of June 30, 2026, the aggregate principal amount outstanding under the 2026 Term Loan Facility was $148.1 million and our borrowing capacity available under the 2026 Revolving Credit Facility was $30.0 million. On March 25, 2026, we entered into an amendment and restatement agreement (the “Amendment and Restatement Agreement”) to the Credit Agreement dated as of September 23, 2020, as heretofore amended, as discussed in detail below.

Our business is seasonal and cyclical in nature and a downward trend in the business levels in our primary verticals, 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 2026 Revolving Credit Facility or raise additional funds in the short term.

On October 28, 2025, our Board of Directors authorized a Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, our Board of Directors authorized an increase in the Repurchase Program by $50.0 million, to a total of up to $100.0 million ("Repurchase Program"). During the three and six months ended June 30, 2026, we repurchased and retired 2,200,212 and 4,256,222 shares of Class A common stock under the Repurchase Program for aggregate consideration of $20.3 million and $40.6 million, respectively. 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 our Class A common stock, our capital needs and investment opportunities, and other factors. We may suspend or discontinue the Repurchase Program at any time, and the Repurchase Program does not obligate us to acquire any amount of Class A common stock. Shares repurchased under the Repurchase Program are accounted for as of the trade date with a corresponding liability, and the shares repurchased are immediately retired and returned to the status of authorized but unissued shares of Class A common stock. The excess between the repurchase price and the par value of the shares of Class A common stock repurchased is recorded as an adjustment to additional-paid-in capital.

On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, the estimated liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA

Settlement resulted in a gain of $37.7 million, which was recorded within other (income) expense, net in the consolidated statement of operations. The terms of the transaction were approved by our Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. We funded the purchase price from cash on hand and borrowings of $15.0 million under the 2026 Revolving Credit Facility.

We believe that our expected near-term revenue, cash on hand and availability to access cash available under the 2026 Credit Facilities will be sufficient to meet our projected operating and debt service requirements, and we expect that we will continue to comply with our financial covenants under the 2026 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, or we do not remain in compliance with our financial covenants under the 2026 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 and repurchases of interests in the TRA, 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.

Cash Flows

The following table presents a summary of our cash flows for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the periods:

Operating activities

Cash flows provided by operating activities were $41.0 million for the six months ended June 30, 2026, compared with $49.4 million for the six months ended June 30, 2025. The decrease was due primarily to a decrease in net working capital, resulting from an increase in accounts receivable due to higher revenues and decrease in accrued reserve due to the payment of $11.5 million made in connection with the FTC Matter during the six months ended June 30, 2026, offset in part by an increase in accounts payable due to the timing of payments, increase in accrued expenses during the six months ended June 30, 2025 due to increase in the reserve related to the FTC Matter, and an increase in net income.

Investing activities

Cash flows used in investing activities were immaterial for the six months ended June 30, 2026 and 2025.

Financing activities

Cash flows used in financing activities were $63.3 million for the six months ended June 30, 2026, compared with $7.1 million for the six months ended June 30, 2025. The increase was due primarily to payments made for share repurchases of $40.9 million, payment of $31.0 million to repurchase and terminate Insignia's interest in the TRA, and payments made pursuant to the TRA of $7.0 million, offset in part by an additional drawdown on the 2026 Revolving Credit Facility and the net proceeds received from the 2026 Credit Facilities, after repayment of the 2021 Credit Facilities.

Senior secured credit facilities

2026 Credit Facilities

On March 25, 2026, we entered into an amendment and restatement agreement (the “Amendment and Restatement Agreement”) to the credit agreement dated as of September 23, 2020, as heretofore amended (the “Amended Credit Agreement” and, as amended and restated by the Amendment and Restatement Agreement, the "Credit Agreement"), with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for (i) a new five-year senior secured term loan facility in an aggregate principal amount of $150 million (the "2026 Term Loan Facility"), and (ii) a new five-year senior secured revolving credit facility with commitments in an aggregate amount of $60 million (the "2026 Revolving Credit Facility" and, together with the 2026 Term Loan Facility, the "2026 Credit Facilities"), which replaced the existing term loan facility and revolving credit facility under the Amended Credit Agreement. The proceeds of the 2026 Term Loan Facility, together with $15.0 million drawn on the 2026 Revolving Credit Facility upon the closing of the transaction, were used to refinance the $146.6 million of existing term loans outstanding and $5.0 million of existing revolving loans outstanding under the Amended Credit Agreement, and to pay the accrued and unpaid interest on such loans as of the date of the Credit Agreement and the fees related to the refinancing transactions, as well as to provide cash for general corporate purposes.

The obligations under the 2026 Credit Facilities are secured by substantially all of the Company's assets and the Credit Agreement contains customary affirmative, negative and financial covenants and default provisions. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the Credit Agreement). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. As of June 30, 2026, the Company was in compliance with all such covenants.

Borrowings under the Credit Agreement bear interest at a rate equal to, at our option, (i) Term SOFR plus an applicable margin, (ii) Daily Simple SOFR plus an applicable margin or (iii) Alternate Base Rate plus an applicable margin (in each case, as defined in the Credit Agreement). The applicable margins will be based on our consolidated total net leverage ratio as calculated under the terms of the Credit Agreement for the prior fiscal quarter and range from 2.00% to 3.00% with respect to the SOFR-based rates and 1.00% to 2.00% with respect to the Alternate Base Rate.

Loans under the 2026 Credit Facilities will mature on March 25, 2031. Loans under the 2026 Term Loan Facility amortize quarterly, beginning with the fiscal quarter ending June 30, 2026, by an amount equal to (i) through the fiscal quarter ending March 31, 2030, 1.25% of the original aggregate principal amount of the term loans and (ii) for each fiscal quarter thereafter, 2.50% of the original aggregate principal amount of the term loans. Loans under the Credit Agreement may be prepaid, at our option, at any time without premium. Term loans under the Credit Agreement are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events, subject to customary exceptions.

The 2026 Term Loan Facility was treated as a debt restructuring that included both debt modifications and extinguishments, in addition to new debt issuances. We capitalized $1.5 million of new and existing deferred financing costs which are classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and will be amortized over the term of the 2026 Term Loan Facility. Third-party costs of $1.1 million allocated to modifications in the 2026 Term Loan Facility were recorded as general and administrative expenses in the consolidated statement of operations. New and existing third-party costs and fees paid to lenders and allocated to the 2026 Revolving Credit Facility of $1.0 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and will be amortized over the term of the 2026 Revolving Credit Facility.

During the three months ended June 30, 2026, we drew $15.0 million on the 2026 Revolving Credit Facility. As of June 30, 2026, we had $146.7 million of outstanding borrowings, net of deferred debt issuance costs of $1.4 million, under the 2026 Term Loan Facility, and $30.0 million of borrowings outstanding under the 2026 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 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. On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash which resulted in a gain of $37.7 million.

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 to assess the future tax consequences of events that have been recognized in our consolidated financial 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. We believe we can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 — Contingencies. As of June 30, 2026 and December 31, 2025, we recorded a liability of $54.7 million and $131.1 million, respectively, of which $3.7 million and $6.9 million, respectively, is considered current and recorded within accrued expenses, and the remaining amount is recorded within liabilities under tax receivables agreement, net of current portion, respectively, on the consolidated balance sheets.

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 2025 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2026.

Item 2M. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

We connect insurance carriers with online shoppers through the most efficient customer acquisition marketplace. We 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 leading customer acquisition infrastructure for insurance carriers, supporting $1.2 billion in Revenue across our platform from our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance over the twelve-month period ended June 30, 2026.

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 June 30, 2026, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.3 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 revenue, 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

1.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 financial metrics” for additional information regarding the Company’s Non-GAAP metrics.

For the three months ended June 30, 2026, revenue was $316.9 million, an increase of 25.9% compared with the three months ended June 30, 2025, driven primarily by significant increases in customer acquisition spending by P&C Demand Partners, including higher participation by a broader group of carriers, as they continue to focus on growth and increasing market share in response to strong 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 $47.2 million for the three months ended June 30, 2026, a year-over-year increase of 18.4%, driven primarily by a higher mix of Open Marketplace transactions, offset in part by the scaling back in the under-65 health sub-vertical. Contribution Margin was 14.9% in the three months ended June 30, 2026, compared with 15.8% in the three months ended June 30, 2025.

Net income for the three months ended June 30, 2026 was $41.8 million, compared with a net loss of $22.5 million for the three months ended June 30, 2025, due primarily to a $37.7 million gain on extinguishment of a portion of the liability under the tax receivables agreement resulting from our repurchase of Insignia's interest in the TRA and an increase in gross profit, offset in part by higher income tax expense. In addition, during the three months ended June 30, 2025, we incurred a charge of $33.0 million to increase our reserve related to the FTC Matter.

Adjusted EBITDA for the three months ended June 30, 2026 was $29.3 million, a year-over-year increase of 19.5%, due primarily to higher contribution.

Other developments

On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, our estimated future liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA Settlement resulted in a gain of $37.7 million.

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 2025 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.

In our health vertical, we aim to drive deeper adoption and integration of our platform within the Medicare Advantage ecosystem. We believe that the Medicare Advantage market represents a substantial opportunity for us, but this market is currently facing challenges due primarily to fluctuating carrier loss ratios and reimbursement rate increases. These underlying market pressures have created a difficult environment for customer acquisition, with carriers pulling back or reallocating marketing spend in response to volatile plan economics.

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. Effective with the first quarter of 2026, we have discontinued reporting of Transaction Value to simplify our reporting structure. As our scale advantage has become well-established, we believe that Revenue, Contribution and Contribution Margin, and Adjusted EBITDA are the most relevant metrics for evaluating our performance relative to our peers.

Our Demand and Supply Partners

Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform. We retain and attract Demand Partners in part 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 six months ended June 30, 2026, 16 of the top 20 largest auto insurance carriers by customer acquisition spend in 2025 were active on our platform.

Consumer Referrals

We define "Consumer Referral" as any consumer click, call or lead purchased by a Demand Partner on our platform. 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 revenue and overall business performance across our verticals and platform models.

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 Demand Partners on our platform decreased to 28.6 million and 62.8 million for the three and six months ended June 30, 2026, respectively, from 34.0 million and 69.0 million for the three and six months ended June 30, 2025, respectively, due primarily to our actions to scale back the under-65 Health sub-vertical. 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. We expect artificial intelligence (AI) based platforms, including large language models, to become significant traffic acquisition sources for us and our Supply Partners and drive incremental traffic to our marketplace.

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. For example, 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 and 2025 as the industry re-entered a soft market and multiple carriers meaningfully increased their spending in our marketplaces. During the first half of 2026, the ongoing geopolitical conflict in the Middle East has caused significant increases in energy prices and disruption in supply chains for certain products. In the event that such war escalates or continues for an extended period of time, it could result in higher prices and/or supply chain disruptions for auto parts, driving up automobile claims costs and negatively impacting P&C insurance carrier underwriting profitability, which could cause them to reduce their customer acquisition spending on our platform. We have not seen any material impact of these events on carrier spending levels on our platform to date.

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 30 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 2025 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.

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 2026 Credit Facilities and the amortization of deferred financing costs associated with these arrangements.

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 June 30, 2026, our ownership interest in QLH was 86.4%.

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 June 30, 2026 and 2025

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended June 30, 2026 and 2025:

Revenue

The following table presents our revenue, disaggregated by vertical, for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in P&C insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by an increase in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers who increased marketing budgets significantly.

The decrease in health insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by our actions to scale back the under-65 Health sub-vertical. 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. Revenue from under-65 health declined from $13.8 million for three months ended June 30, 2025 to $0.7 million for the three months ended June 30, 2026. We expect revenue from under-65 health for the full year 2026 to be in the range of $5.0 million to $6.0 million.

The decrease in life insurance revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a decreased supply of Consumer Referrals.

The decrease in other revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by lower revenue from our travel vertical as we fully exited that vertical during the second quarter of 2025.

Cost of revenue

The following table presents our cost of revenue for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in cost of revenue for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue offset in part by lower revenue from under-65 health and higher take rates in our Open Marketplace.

Sales and marketing

The following table presents our sales and marketing expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in sales and marketing expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Product development

The following table presents our product development expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in product development expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by an increase in personnel-related costs of $0.5 million due primarily to higher headcount and annual salary adjustments.

General and administrative

The following table presents our general and administrative expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in general and administrative expenses for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a $35.0 million decrease in legal costs, driven by a charge of $33.0 million to the loss reserve and higher legal fees related to the FTC settlement during the three months ended June 30, 2025, offset in part by an increase in personnel-related costs of $0.9 million related to annual salary adjustments and higher headcount and an increase in equity-based compensation expense of $0.5 million.

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 June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in equity-based compensation expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Amortization

The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in amortization expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Other (income), net

The following table presents our other (income), net for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

The increase in other (income), net for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was driven primarily by a $37.7 million gain on extinguishment of a portion of our liability under the TRA, due to our repurchase of Insignia's TRA interest.

Interest expense

The following table presents our interest expense for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in interest expense for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, was immaterial.

Income tax expense

The following table presents our income tax expense for the three months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

For the three months ended June 30, 2026, we recorded income tax expense of $13.3 million resulting from our effective tax rate of 24.2%, which differed from the U.S. federal statutory tax rate of 21%, driven primarily by the tax impacts of income not taxable to us associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. For the three months ended June 30, 2025, we recorded an income tax expense of $0.3 million resulting from our effective tax rate of (1.4)%, which differed from the U.S. federal statutory tax rate of 21%.

Operating results for the six months ended June 30, 2026 and 2025

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the six months ended June 30, 2026 and 2025:

Revenue

The following table presents our revenue, disaggregated by vertical, for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in P&C insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increase in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers who increased marketing budgets significantly.

The decrease in health insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by our actions to scale back the under-65 Health sub-vertical. 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. Revenue from under-65 health declined from $39.6 million for six months ended June 30, 2025 to $4.5 million for the six months ended June 30, 2026.

The increase in life insurance revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increased supply of Consumer Referrals.

The decrease in other revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by lower revenue from our travel vertical as we fully exited that vertical during the second quarter of 2025.

Cost of revenue

The following table presents our cost of revenue for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in cost of revenue for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue, offset in part by lower revenue in under-65 health and higher take rates in our Open Marketplaces.

Sales and marketing

The following table presents our sales and marketing expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in sales and marketing expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a decrease in amortization expense of $0.8 million, offset in part by an increase in personnel-related costs of $0.4 million.

Product development

The following table presents our product development expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in product development expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by an increase in personnel-related costs of $1.1 million due to annual salary adjustments and higher headcount.

General and administrative

The following table presents our general and administrative expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in general and administrative expenses for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a $41.7 million decrease in legal costs, driven by charges of $38.0 million to the loss reserve and higher legal fees related to the FTC settlement during the six months ended June 30, 2025, offset in part by an increase in personnel-related costs of $1.7 million due to annual salary adjustments and higher headcount, and an increase in equity-based compensation expense of $0.9 million.

Write-off of intangible assets

The following table presents our write-off of intangible assets for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

During the six months ended June 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.

Equity-based compensation

The following table presents our equity-based compensation expense that was included in costs and operating expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in equity-based compensation expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by higher expenses related to annual awards of RSUs granted to employees and higher employee headcount, offset in part by certain RSUs granted to employees being fully vested during or prior to the six months ended June 30, 2026.

Amortization

The following table presents our amortization of intangible asset expense that was included in costs and operating expenses for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in amortization expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by 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 six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

The increase in other (income), net for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by a $37.7 million gain on extinguishment of a portion of our liability under the TRA, due to our repurchase of Insignia's interest in the TRA.

Interest expense

The following table presents our interest expense for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in interest expense for the six months ended June 30, 2026, compared with the six months ended June 30, 2025, was driven primarily by the impact of lower interest rates, offset in part by higher outstanding debt balances during 2026.

Income tax expense

The following table presents our income tax expense for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

n/m - Not meaningful

For the six months ended June 30, 2026, we recorded an income tax expense of $19.8 million resulting from our effective tax rate of 26.2%, which differed from the U.S. federal statutory rate of 21%, driven primarily by the tax impacts of income not taxable to us associated with the non-controlling interest, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. For the six months ended June 30, 2025, we recorded an income tax expense of $0.3 million resulting from our effective tax rate of (1.1)% which differed from the U.S. federal statutory rate of 21%.

Key business and financial 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 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 six months ended June 30, 2026 and 2025:

(1) Transaction expenses for the six months ended June 30, 2026 consist of legal and other fees of $1.1 million and a loss on extinguishment of debt of $0.2 million incurred by us in connection with the 2026 Credit Facilities.

(2) Write-off of intangible assets for the six months ended June 30, 2025 consists of a charge 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) Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.

(4) Legal expenses for the three and six months ended June 30, 2026 were immaterial. Legal expenses for the three and six months ended June 30, 2025, consist of increases of $33.0 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.

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 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 six months ended June 30, 2026 and 2025:

Liquidity and capital resources

Overview

Our principal sources of liquidity are our cash flows generated from operations and cash and funds available under the 2026 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 June 30, 2026 and December 31, 2025, our cash and cash equivalents totaled $23.7 million and $46.9 million, respectively. As of June 30, 2026, the aggregate principal amount outstanding under the 2026 Term Loan Facility was $148.1 million and our borrowing capacity available under the 2026 Revolving Credit Facility was $30.0 million. On March 25, 2026, we entered into an amendment and restatement agreement (the “Amendment and Restatement Agreement”) to the Credit Agreement dated as of September 23, 2020, as heretofore amended, as discussed in detail below.

Our business is seasonal and cyclical in nature and a downward trend in the business levels in our primary verticals, 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 2026 Revolving Credit Facility or raise additional funds in the short term.

On October 28, 2025, our Board of Directors authorized a Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, our Board of Directors authorized an increase in the Repurchase Program by $50.0 million, to a total of up to $100.0 million ("Repurchase Program"). During the three and six months ended June 30, 2026, we repurchased and retired 2,200,212 and 4,256,222 shares of Class A common stock under the Repurchase Program for aggregate consideration of $20.3 million and $40.6 million, respectively. 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 our Class A common stock, our capital needs and investment opportunities, and other factors. We may suspend or discontinue the Repurchase Program at any time, and the Repurchase Program does not obligate us to acquire any amount of Class A common stock. Shares repurchased under the Repurchase Program are accounted for as of the trade date with a corresponding liability, and the shares repurchased are immediately retired and returned to the status of authorized but unissued shares of Class A common stock. The excess between the repurchase price and the par value of the shares of Class A common stock repurchased is recorded as an adjustment to additional-paid-in capital.

On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash ("TRA Settlement"). As of March 31, 2026, the estimated liability under the TRA was $123.4 million, of which $68.7 million related to Insignia. The TRA

Settlement resulted in a gain of $37.7 million, which was recorded within other (income) expense, net in the consolidated statement of operations. The terms of the transaction were approved by our Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. We funded the purchase price from cash on hand and borrowings of $15.0 million under the 2026 Revolving Credit Facility.

We believe that our expected near-term revenue, cash on hand and availability to access cash available under the 2026 Credit Facilities will be sufficient to meet our projected operating and debt service requirements, and we expect that we will continue to comply with our financial covenants under the 2026 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, or we do not remain in compliance with our financial covenants under the 2026 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 and repurchases of interests in the TRA, 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.

Cash Flows

The following table presents a summary of our cash flows for the six months ended June 30, 2026 and 2025, and the dollar and percentage changes between the periods:

Operating activities

Cash flows provided by operating activities were $41.0 million for the six months ended June 30, 2026, compared with $49.4 million for the six months ended June 30, 2025. The decrease was due primarily to a decrease in net working capital, resulting from an increase in accounts receivable due to higher revenues and decrease in accrued reserve due to the payment of $11.5 million made in connection with the FTC Matter during the six months ended June 30, 2026, offset in part by an increase in accounts payable due to the timing of payments, increase in accrued expenses during the six months ended June 30, 2025 due to increase in the reserve related to the FTC Matter, and an increase in net income.

Investing activities

Cash flows used in investing activities were immaterial for the six months ended June 30, 2026 and 2025.

Financing activities

Cash flows used in financing activities were $63.3 million for the six months ended June 30, 2026, compared with $7.1 million for the six months ended June 30, 2025. The increase was due primarily to payments made for share repurchases of $40.9 million, payment of $31.0 million to repurchase and terminate Insignia's interest in the TRA, and payments made pursuant to the TRA of $7.0 million, offset in part by an additional drawdown on the 2026 Revolving Credit Facility and the net proceeds received from the 2026 Credit Facilities, after repayment of the 2021 Credit Facilities.

Senior secured credit facilities

2026 Credit Facilities

On March 25, 2026, we entered into an amendment and restatement agreement (the “Amendment and Restatement Agreement”) to the credit agreement dated as of September 23, 2020, as heretofore amended (the “Amended Credit Agreement” and, as amended and restated by the Amendment and Restatement Agreement, the "Credit Agreement"), with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

The Credit Agreement provides for (i) a new five-year senior secured term loan facility in an aggregate principal amount of $150 million (the "2026 Term Loan Facility"), and (ii) a new five-year senior secured revolving credit facility with commitments in an aggregate amount of $60 million (the "2026 Revolving Credit Facility" and, together with the 2026 Term Loan Facility, the "2026 Credit Facilities"), which replaced the existing term loan facility and revolving credit facility under the Amended Credit Agreement. The proceeds of the 2026 Term Loan Facility, together with $15.0 million drawn on the 2026 Revolving Credit Facility upon the closing of the transaction, were used to refinance the $146.6 million of existing term loans outstanding and $5.0 million of existing revolving loans outstanding under the Amended Credit Agreement, and to pay the accrued and unpaid interest on such loans as of the date of the Credit Agreement and the fees related to the refinancing transactions, as well as to provide cash for general corporate purposes.

The obligations under the 2026 Credit Facilities are secured by substantially all of the Company's assets and the Credit Agreement contains customary affirmative, negative and financial covenants and default provisions. The financial covenants include a minimum Fixed Charge Coverage Ratio and a maximum Total Net Leverage Ratio (in each case, as defined in the Credit Agreement). Non-financial covenants include restrictions on investments, dividends, asset sales, and the incurrence of additional debt and liens. As of June 30, 2026, the Company was in compliance with all such covenants.

Borrowings under the Credit Agreement bear interest at a rate equal to, at our option, (i) Term SOFR plus an applicable margin, (ii) Daily Simple SOFR plus an applicable margin or (iii) Alternate Base Rate plus an applicable margin (in each case, as defined in the Credit Agreement). The applicable margins will be based on our consolidated total net leverage ratio as calculated under the terms of the Credit Agreement for the prior fiscal quarter and range from 2.00% to 3.00% with respect to the SOFR-based rates and 1.00% to 2.00% with respect to the Alternate Base Rate.

Loans under the 2026 Credit Facilities will mature on March 25, 2031. Loans under the 2026 Term Loan Facility amortize quarterly, beginning with the fiscal quarter ending June 30, 2026, by an amount equal to (i) through the fiscal quarter ending March 31, 2030, 1.25% of the original aggregate principal amount of the term loans and (ii) for each fiscal quarter thereafter, 2.50% of the original aggregate principal amount of the term loans. Loans under the Credit Agreement may be prepaid, at our option, at any time without premium. Term loans under the Credit Agreement are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events, subject to customary exceptions.

The 2026 Term Loan Facility was treated as a debt restructuring that included both debt modifications and extinguishments, in addition to new debt issuances. We capitalized $1.5 million of new and existing deferred financing costs which are classified within the current portion of long-term debt and long-term debt, net of current portion on the consolidated balance sheet and will be amortized over the term of the 2026 Term Loan Facility. Third-party costs of $1.1 million allocated to modifications in the 2026 Term Loan Facility were recorded as general and administrative expenses in the consolidated statement of operations. New and existing third-party costs and fees paid to lenders and allocated to the 2026 Revolving Credit Facility of $1.0 million were capitalized and classified within prepaid expenses and other current assets on the consolidated balance sheet and will be amortized over the term of the 2026 Revolving Credit Facility.

During the three months ended June 30, 2026, we drew $15.0 million on the 2026 Revolving Credit Facility. As of June 30, 2026, we had $146.7 million of outstanding borrowings, net of deferred debt issuance costs of $1.4 million, under the 2026 Term Loan Facility, and $30.0 million of borrowings outstanding under the 2026 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 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. On June 25, 2026, we entered into an Assignment, Assumption and Termination Agreement with Insignia, pursuant to which we purchased Insignia's interest in the TRA for $31.0 million in cash which resulted in a gain of $37.7 million.

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 to assess the future tax consequences of events that have been recognized in our consolidated financial 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. We believe we can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 — Contingencies. As of June 30, 2026 and December 31, 2025, we recorded a liability of $54.7 million and $131.1 million, respectively, of which $3.7 million and $6.9 million, respectively, is considered current and recorded within accrued expenses, and the remaining amount is recorded within liabilities under tax receivables agreement, net of current portion, respectively, on the consolidated balance sheets.

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 2025 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2026.

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 2026 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 2026 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities and 2026 Credit Facilities would have resulted in a $0.8 million impact on interest expense for the six months ended June 30, 2026.

Concentrations of credit risk and of significant Demand Partners 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.

Customer and supplier concentrations consisted of the below:

Item 3Q. Quantitative and Qualitative Disclosures About Market Risk

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 2026 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 2026 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities and 2026 Credit Facilities would have resulted in a $0.8 million impact on interest expense for the six months ended June 30, 2026.

Concentrations of credit risk and of significant Demand Partners 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.

Customer and supplier concentrations consisted of the below:

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, 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 June 30, 2026.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the three months ended June 30, 2026, 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

Item 4C. Controls and Procedures

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of June 30, 2026, 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 June 30, 2026.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting during the three months ended June 30, 2026, 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

Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business.

For more information regarding material lawsuits and proceedings (including those known to be contemplated by governmental authorities), see 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, which 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 2025 Annual Report on Form 10-K.

Item 1L. Legal Proceedings

Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business.

For more information regarding material lawsuits and proceedings (including those known to be contemplated by governmental authorities), see 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, which 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 2025 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 June 30, 2026:

(1) On October 28, 2025, our Board of Directors authorized a new Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock, and on February 18, 2026 our Board authorized an increase in such program to up to $100.0 million. We may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods.

(2) For May 2026, 117,489 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.

(3) Includes commissions paid, but excludes any estimated excise taxes payable on share repurchases.

Item 2U. Unregistered Sales of Equity Securities and Use of Proceeds

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 June 30, 2026:

(1) On October 28, 2025, our Board of Directors authorized a new Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock, and on February 18, 2026 our Board authorized an increase in such program to up to $100.0 million. We may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods.

(2) For May 2026, 117,489 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.

(3) Includes commissions paid, but excludes any estimated excise taxes payable on share repurchases.

Item 3. Defaults Upon Senior Securities

None.

Item 3D. Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 4M. Mine Safety Disclosures

Item 4. Mine Safety Disclosures

Not applicable.

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 May 13, 2026, 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 84,000 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 April 21, 2027. The total shares that may be sold under the plan represent approximately 18% of the total shares (vested and unvested) owned by Mr. Cramer as of June 30, 2026.

During the three months ended June 30, 2026, no other director or officer of the Company adopted/modified and/or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.

Item 5O. Other Information

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 May 13, 2026, 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 84,000 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 April 21, 2027. The total shares that may be sold under the plan represent approximately 18% of the total shares (vested and unvested) owned by Mr. Cramer as of June 30, 2026.

During the three months ended June 30, 2026, no other director or officer of the Company adopted/modified and/or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.