MediaAlpha, Inc.

(Unaudited)

1. Summary of significant accounting policies

The Company's significant accounting policies are included in the 2024 Annual Report on Form 10-K and did not materially change during the six months ended June 30, 2025.

Basis of presentation

The accompanying unaudited consolidated financial statements and related disclosures have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments, consisting of only those of a normal recurring nature, considered necessary for a fair statement of the financial position and interim results of the Company as of and for the periods presented have been included.

The December 31, 2024 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2024 Annual Report on Form 10-K.

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.7 million and $1.0 million as of June 30, 2025 and December 31, 2024, 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 committed to pay certain holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. As of June 30, 2025 and December 31, 2024, the Company had a $7.1 million and $7.0 million liability, respectively, for estimated payments related to the 2024 tax year under the TRA as these payments were probable. During the three and six months ended June 30, 2025 and 2024, no payments were made pursuant to the TRA.

Liquidity

As of June 30, 2025, the aggregate principal amount outstanding under the 2021 Credit Facilities was $158.7 million, with $45.0 million remaining available for borrowing under the 2021 Revolving Credit Facility. On August 4, 2025, the Company entered into an amendment to the 2021 Credit Facilities, pursuant to which lenders representing $138.1 million and $4.6 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, agreed to extend the maturity date of such loans or revolving commitments byone year, to July 29, 2027. The remaining lenders, representing $13.3 million and $0.4 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, did not extend the maturity date of their loans or revolving commitments, and such loans are considered to be current liabilities as their maturity falls within twelve months from the date of the issuance of these consolidated financial statements as further discussed in Note 4 - Long-term debt.

As of June 30, 2025, the Company was in compliance with all of its financial covenants under such credit facilities. The Company’s ability to continue to comply with its covenants will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the Company’s control.

On October 30, 2024, the Company received a letter from the staff of the Federal Trade Commission (FTC) stating that the FTC Staff was prepared to recommend the filing of a complaint against the Company seeking injunctive and monetary relief and civil penalties. On July 3, 2025 the Company reached agreement with the FTC Staff on the terms of a Consent Order that the Staff was prepared to recommend to the FTC Commissioners to fully resolve all of the FTC's claims (Consent Order). On August 6, 2025, the Staff notified the Company that the Commissioners had approved the Consent Order. Under the terms of the Consent Order, the Company has agreed to pay $45.0 million and to certain other provisions as further discussed in Note 5 - Commitments and contingencies - Litigation and other matters. The Company plans to pay the settlement amount from cash on hand.

The Company’s results are subject to fluctuations as a result of business cycles experienced by companies in the insurance industry. The Company believes that its expected near-term revenue, cash on hand and availability to access additional cash under its 2021 Revolving Credit Facility are sufficient to meet its operating and capital expenditure requirements, and to continue to comply with its debt covenants, for at least the next twelve months as of the filing date of this Quarterly Report on Form 10-Q. The extent to which market conditions impact the Company’s business, results of operations, cash flows and financial condition will depend on future developments impacting its carrier partners, including tariffs and inflation rates, the extent of any major catastrophic losses, and the timing of regulatory approval of premium rate increases, which remain highly uncertain and cannot be predicted with accuracy. The Company considered the impact of this uncertainty on the assumptions and estimates used when preparing these quarterly financial statements. These assumptions and estimates may continue to change as new events occur, and such changes could have an adverse impact on the Company's results of operations, financial position and liquidity.

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 November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses by requiring disaggregated disclosure, in the notes to the consolidated financial statements, of prescribed categories of expenses within relevant income statement captions. In March 2025, the FASB issued ASU No. 2025-01, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.”ASU No. 2025-01 clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of the ASU on its disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosure. The amendments in the ASU are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU should be applied on a prospective basis but retrospective application is permitted. The Company is currently evaluating the impact of the ASU on its disclosures in the 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 $1.6 million for the three months ended June 30, 2025 and 2024, respectively, and $2.0 million and $3.2 million for the six months ended June 30, 2025 and 2024, 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 hasno accumulated impairment of goodwill.

The following table presents the changes in goodwill and intangible assets:

As of June 30, 2025, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:

4. Long-term debt

On July 29, 2021, QuoteLab, LLC (“Borrower”) and QLH entered into an amendment (the "First Amendment") to the 2020 Credit Agreement dated as of September 23, 2020, with the lenders that are party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended by the First Amendment, the “Credit Agreement”). On June 8, 2023, the Borrower and QLH entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended by the Second Amendment, the “Amended Credit Agreement”).

On August 4, 2025 ("Effective Date"), QuoteLab, LLC and QLH entered into a Third Amendment (the “Third Amendment”) to the Amended Credit Agreement, pursuant to which lenders representing $138.1 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date, agreed to extend the maturity date byone year, to July 29, 2027 ("Extended Term Loans"). The remaining $13.3 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility, as of the Effective Date (the “Non-Extended Term Loans” and, together with the Extended Term Loans, the “Term Loans”) will mature on July 29, 2026. The Term Loans amortize quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25% of the aggregate principal amount of the Term Loans initially made on July 29, 2021. Also, as of the Effective Date, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity date byone year, to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026.

The Company plans to seek a refinancing of the 2021 Credit Facilities prior to July 2026. The Third Amendment did not materially impact the covenants or other terms and conditions under the Amended Credit Agreement and did not result in any additional cash proceeds. The Company incurred additional fees of $0.3 million as a result of the Third Amendment.

Long-term debt consisted of the following:

The Company incurred interest expense on the 2021 Term Loan Facility of $2.6 million and $3.3 million for the three months ended June 30, 2025 and 2024, respectively, and $5.4 million and $7.0 million for the six months ended June 30, 2025 and 2024, respectively. Interest expense included amortization of debt issuance costs on the 2021 Credit Facilities of $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.4 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company’s borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million, which carries a commitment fee that is based on the Company’s consolidated total net leverage ratio and ranges from 0.25% to 0.50%. The commitment fee on the unused portion of the 2021 Revolving Credit Facility was 0.25% as of June 30, 2025. The Company incurred interest expense on the 2021 Revolving Credit Facility of $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively, and $0.3 million for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company’s interest rates on the outstanding borrowings under the 2021 Term Loan Facility and 2021 Revolving Credit Facility were 6.39%.

Accrued interest was $2.6 million as of June 30, 2025 and $2.9 million as of December 31, 2024, and is included within accrued expenses on the consolidated balance sheets. As of June 30, 2025, the Company was in compliance with all covenants under the 2021 Credit Facilities.

The expected future principal payments for all borrowings as of June 30, 2025 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 has 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 has violated the Impersonation Rule in representing itself to be affiliated with government entities and the TSR in connection with its telemarketing activities, and has assisted and facilitated violations of the TSR by its Demand Partners in the under-65 health vertical.

On July 3, 2025, the Company reached agreement with the FTC Staff on the terms of a Consent Order that the Staff was prepared to recommend to the Commissioners of the FTC to fully resolve the FTC’s claims. On August 6, 2025, the Staff notified the Company that the Commissioners had approved the Consent Order. Under the terms of the Consent Order, which includes no admission or denial of wrongdoing to the FTC’s allegations, the Company has agreed to pay $45.0 million as monetary relief, of which $33.5 million is payable within seven days of entry of the Consent Order by the court and the remaining $11.5 million within 90 days of 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.

Based on the terms of the settlement, the Company has recorded a loss in connection with the FTC Matter. As of June 30, 2025 and December 31, 2024, the Company had recorded a reserve of $45.0 million and $7.0 million, respectively, in connection with this matter, which has been recorded within accrued expensesand other long-term liabilities on the consolidated balance sheets.

During the three and six months ended June 30, 2025, the Company incurred legal fees of $2.3 million and $4.1 million, respectively, and during the three and six months ended June 30, 2024, the Company incurred legal fees of $0.7 million and $1.8 million, respectively, in connection with the FTC Matter, which are included within general and administrative expenses on the consolidated statement of operations.

Other matters

On February 26, 2024, the Company received an assessment from the City of Los Angeles related to its examination of the Company's Business Tax filings for tax years 2018 through 2023. Such assessment was affirmed by the Appeals Review Officer at an initial hearing in July 2024, and by the Board of Review of the Office of Finance on July 23, 2025. The Company has remitted the assessed amount to avoid interest and penalties, and plans to initiate litigation challenging the assessment and the City's classification and methodology in applying the Business Tax to the Company. Payment of such amount does not constitute an admission that the Company is subject to such taxes, and if the Company prevails in the litigation the City would be required to repay such amounts or credit them against taxes payable in the future, potentially with interest. As of June 30, 2025, the Company has assessed its probable loss related to this matter and has accrued a reserve, which isnot material.

As of June 30, 2025 and December 31, 2024, the Company didnot 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, 2025 and 2024 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, 2025 and 2024:

As of June 30, 2025, total unrecognized compensation cost related to unvested restricted stock units was $65.3 million, which is expected to be recognized over a weighted-average period of 2.87 years.

7. 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, 2025, the carrying amount of the 2021 Term Loan Facility and the 2021 Revolving Credit Facility approximates 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 5.75% and the estimated payments under the 2021 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.

8. 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:

The Company's effective tax rate of (1.4)% and (1.1)% for the three and six months ended June 30, 2025, respectively, and 2.9% and 5.1% for the three and six months ended June 30, 2024, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of changes in valuation allowance.

There were no material changes to the Company’s unrecognized tax benefits during the three and six months ended June 30, 2025. The Company is currently under examination by various tax authorities in the United States. These examinations are in preliminary stages and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three and six months ended June 30, 2025, holders of Class B-1 units exchanged zero units, and during the three and six months ended June 30, 2024 exchanged 3,439,800 and 6,496,800 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on aone-for-one basis (“Exchanges”). In connection with the Exchanges, the Company did not establish any additional liabilities related to the TRA, which are presented within additional-paid-in-capital in its consolidated statements of stockholders’ deficit. In connection with the Exchanges and the changes to the carrying value of the non-controlling interest, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital, but during the three and six months ended June 30, 2024, the Company did not recognize any additional deferred tax assets as the Company has recognized a full valuation allowance on its deferred tax assets.

As of June 30, 2025 and December 31, 2024, the Company had a valuation allowance of $122.7 million and $120.6 million, respectively, against its deferred tax assets. The valuation allowance reflects the Company's recent history of pre-tax losses, which represents significant objective negative evidence that the Company will be able to generate sufficient taxable income to realize its deferred tax assets in the foreseeable future. Such negative evidence is difficult to overcome and limits the consideration of other subjective evidence, such as projected future earnings. Based on the significant improvement in the Company's pre-tax income during 2024 and its current forecasts, the Company expects that in the near future, the objective negative evidence in the form of historical pre-tax losses will no longer be present, in which event the Company would be able to release a portion or all of the valuation allowance. Release of any amount of valuation allowance would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net income.

On July 4, 2025, the One Big Beautiful Bill (OBBB) Act, which includes a broad range of tax reform provisions, was signed into law in the United States and the Company continues to assess its impact. The Company currently does not expect the OBBB Act to have a material impact on its estimated annual effective tax rate or deferred tax assets in 2025.

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.

In the event the Company generates taxable income for any year, the Company would be required to recognize a portion or all of the liability under the TRA. In relation to the estimated payments under the TRA for the 2024 tax year, as these payments were deemed probable, the Company recorded a liability of $7.1 million and $7.0 million as of June 30, 2025 and December 31, 2024, respectively, within accrued expenses and liabilities under tax receivables agreement, net of current portion, on the consolidated balance sheets. If the Company had determined that it was probable that it would generate sufficient future taxable income to make future payments under the TRA, it would have also recorded an additional liability pursuant to the TRA of approximately $112 million and $115 million as of June 30, 2025 and December 31, 2024, respectively, in the consolidated balance sheets.

No payments were made pursuant to the TRA during the three and six months ended June 30, 2025 and 2024.

9. Net (Loss) Income Per Share

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

Potentially dilutive shares, which are based on the weighted-average shares of underlying unvested QLH restricted Class B-1 units, restricted Class A shares, restricted stock units, and PRSUs using the treasury stock method and the outstanding QLH restricted Class B-1 units using the if-converted method, are included when calculating diluted net income (loss) per share attributable to MediaAlpha, Inc. when their effect is dilutive. The effects of the Company’s potentially dilutive securities were not included in the calculation of diluted income (loss) per share as the effect of their inclusion would be anti-dilutive.

The following table summarizes the shares and units with a potentially dilutive impact for the three months ended June 30, 2025 and 2024:

The following table summarizes the shares and units with a potentially dilutive impact for the six months ended June 30, 2025 and 2024:

For the three and six months ended June 30, 2024 the outstanding performance based RSUs were not included in the potentially dilutive securities as the performance conditions had not been met as of June 30, 2024.

10. Non-Controlling Interest

Pursuant to QLH’s limited liability company agreement, QLH hastwo 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. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives.

During the three and six months ended June 30, 2025, the holders of the non-controlling interests hadzero Exchanges. During the three and six months ended June 30, 2024, the holders of the non-controlling interests had 3,439,800 and 6,496,800 Exchanges, respectively. As of June 30, 2025, the holders of the non-controlling interests owned 17.1% of the total equity interests in QLH, with the remaining 82.9% owned by MediaAlpha, Inc. As of December 31, 2024, the holders of the non-controlling interests owned 17.3% of the total equity interests in QLH, with the remaining 82.7% owned by MediaAlpha, Inc.