MediaAlpha, Inc.

Previous wording

Our mission is to help insurance carriers and distributors target and acquire consumers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the largest online customer acquisition platform in our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance, supporting $1.9 billion in Transaction Value across our platform from these verticals over the twelve-month period ended June 30, 2025.

Current wording

Our mission is to help insurance carriers and distributors target and acquire consumers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the largest online customer acquisition platform in our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance, supporting $2.0 billion in Transaction Value across our platform from these verticals over the twelve-month period ended September 30, 2025.

Previous wording

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. For the twelve-month period ended June 30, 2025, consumers shopped for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites each month, driving an average of 11.2 million Consumer Referrals on our platform each month.

Current wording

We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a Demand Partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a Supply Partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. During the twelve-month period ended September 30, 2025, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.7 million Consumer Referrals on our platform each month.

Previous wording

For the three months ended June 30, 2025, we generated $251.6 million of revenue and $480.8 million of Transaction Value, representing increases of 41.1% and 49.4%, respectively, compared with the three months ended June 30, 2024, driven primarily by significant increases in customer acquisition spending by P&C carrier partners as they continue to focus on growth and increasing market share in response to improving underwriting profitability, offset in part by a decline in revenue from our Health insurance vertical, in both under-65 health and Medicare.

Current wording

For the three months ended September 30, 2025, we generated $306.5 million of revenue and $589.3 million of Transaction Value, representing increases of 18.3% and 30.4%, respectively, compared with the three months ended September 30, 2024, driven primarily by significant increases in customer acquisition spending by P&C Demand Partners as they continue to focus on growth and increasing market share in response to improving underwriting profitability, offset in part by a decline in revenue from our Health insurance vertical, in both under-65 health and Medicare, due primarily to our decision to scale back the under-65 health sub-vertical.

Previous wording

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $39.8 million for the three months ended June 30, 2025, a year-over-year increase of 18.1%, driven primarily by the higher revenue. Contribution Margin was 15.8% in the three months ended June 30, 2025, compared with 18.9% in the three months ended June 30, 2024.

Current wording

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $45.6 million for the three months ended September 30, 2025, a year-over-year increase of 10.0%, driven primarily by the higher revenue, offset in part by lower margins due to reductions in Transaction Value from our Health vertical and a higher mix of Private Marketplace transactions in our P&C vertical. Contribution Margin was 14.9% in the three months ended September 30, 2025, compared with 16.0% in the three months ended September 30, 2024.

Previous wording

Adjusted EBITDA for the three months ended June 30, 2025 was $24.5 million, a year-over-year increase of 30.7%, due primarily to higher gross profit.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025 was $29.1 million, a year-over-year increase of 10.7%, due primarily to higher gross profit.

Previous wording

On August 4, 2025, we agreed with lenders representing $138.1 million and $4.6 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date to extend maturity date by one year, to July 29, 2027. The remaining lenders, representing $13.3 million and $0.4 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, did not agree to extend the maturity date of their loans, and such amounts are considered to be current liabilities as their maturity falls within twelve months from the date of the issue of these consolidated financial statements.

Current wording

On August 4, 2025, we agreed with lenders representing $138.1 million and $4.6 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date to extend the maturity date by one year, to July 29, 2027. The remaining lenders, representing $13.3 million and $0.4 million of the principal amount outstanding under the 2021 Term Loan Facility and the 2021 Revolving Credit Facility, respectively, as of that date, will mature on July 29, 2026.

Previous wording

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. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” below). Transaction Value on our platform increased to $480.8 million and $953.9 million for the three and six months ended June 30, 2025, respectively, from $321.8 million and $540.9 million for the three and six months ended June 30, 2024, respectively, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both Demand Partners and Supply Partners on our platform. We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. For the three and six months ended June 30, 2025, 98% and 99% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2024, respectively.

Current wording

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. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” below). Transaction Value on our platform increased to $589.3 million and $1,543.2 million for the three and nine months ended September 30, 2025, respectively, from $451.8 million and $992.7 million for the three and nine months ended September 30, 2024, respectively, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both Demand Partners and Supply Partners on our platform. We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. For each of the three and nine months ended September 30, 2025, 99% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2024.

Previous wording

Our success depends on our ability to retain and grow the number of high-quality Demand and Supply Partners on our platform. We retain and attract Demand Partners by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the six months ended June 30, 2025, 15 of the top 20 largest auto insurance carriers by customer acquisition spend were on our platform.

Current wording

Our success depends on our ability to retain and grow the number of high-quality Demand and Supply Partners on our platform. We retain and attract Demand Partners by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the nine months ended September 30, 2025, 15 of the top 20 largest auto insurance carriers by customer acquisition spend were on our platform.

Previous wording

Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by insurance buyers on our platform increased to 34.0 million and 69.0 million for the three and six months ended June 30, 2025, respectively, from 26.2 million and 52.8 million for the three and six months ended June 30, 2024, respectively. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend.

Current wording

Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by insurance buyers on our platform increased to 36.5 million and 105.5 million for the three and nine months ended September 30, 2025, respectively, from 30.5 million and 83.3 million for the three and nine months ended September 30, 2024, respectively. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend.

Previous wording

Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry. These cycles in the P&C insurance industry are characterized by periods of “soft” market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and “hard” market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our Demand Partners in the P&C insurance industry go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. Beginning in the second half of 2021, the P&C insurance industry entered a "hard” market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during 2024 as multiple carriers meaningfully increased their spending in our marketplaces. In 2025, the U.S. government has implemented new import tariffs and increases in existing tariff rates on imported automobiles and automobile parts, and may implement additional new tariffs or tariff increases in the future. While these tariffs do not have a material direct impact on our business, they could cause a significant increase in the costs of imported automobile parts, and new and used imported automobiles, resulting in higher automobile insurance claim costs and insurance carrier loss ratios, which could result in a resumption of hard market conditions and a reduction in carrier spending on Consumer Referrals on our platform.

Current wording

Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry. These cycles in the P&C insurance industry are characterized by periods of “soft” market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and “hard” market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our Demand Partners in the P&C insurance industry go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. Beginning in the second half of 2021, the P&C insurance industry entered a "hard” market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during 2024 as multiple carriers meaningfully increased their spending in our marketplaces, and has continued in 2025. In 2025, the U.S. government has implemented new import tariffs and increases in existing tariff rates on imported automobiles and automobile parts, and may implement additional new tariffs or tariff increases in the future. While these tariffs do not have a material direct impact on our business, they could cause a significant increase in the costs of imported automobile parts, and new and used imported automobiles, resulting in higher automobile insurance claim costs and insurance carrier loss ratios, which could result in a resumption of hard market conditions and a reduction in carrier spending on Consumer Referrals on our platform.

Previous wording

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, 2025, our ownership interest in QLH was 82.9%.

Current wording

MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc., pro-rata to their ownership interest in QLH. Accordingly, as our ownership interest in QLH increases, our share of the taxable income (loss) of QLH also increases. As of September 30, 2025, our ownership interest in QLH was 87.2%.

Previous wording

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. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives.

Current wording

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.

Previous wording

The increase in P&C insurance revenue for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was due to an increase in customer acquisition spending by P&C insurance carrier partners as they refocus on growth in response to the significant improvement in their underwriting profitability as well as to an increase in supply of Consumer Referrals due to the addition of new Supply Partners. While automotive tariff developments may put upward pressure on claims costs and carrier profitability as the year progresses, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.

Current wording

The increase in P&C insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due to an increase in customer acquisition spending by P&C insurance Demand Partners driven by significant year-over-year increases in marketing budgets and customer acquisition spending as well as to an increase in supply of Consumer Referrals due to the addition of new Supply Partners. While automotive tariff developments may put upward pressure on claims costs and carrier profitability in the future, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.

Previous wording

The decrease in health insurance revenue for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was driven by actions taken in our under-65 vertical to address concerns raised by the FTC. Additionally, Revenue from Medicare declined due to industry-wide headwinds and a higher mix of transactions in our Private Marketplace. Our primary focus in the health insurance vertical continues to be on Medicare Advantage, which we believe represents a large and growing opportunity where we are well positioned to capture future growth. We expect the compliance procedures implemented pursuant to the FTC Matter settlement, together with our previous actions, to reduce full year 2025 revenue from the under-65 vertical by approximately $70 million, a portion of which has already been realized during the six months ended June 30, 2025. Revenue from under-65 health declined from $28.0 million for three months ended June 30, 2024 to $13.8 million for the three months ended June 30, 2025.

Current wording

The decrease in health insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to our actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC. Additionally, revenue from the Medicare sub-vertical declined due to industry-wide headwinds resulting from increases in the Medical Loss Ratios (MLR) for carriers and changes to the enrollment programs, which drove lower demand from brokers, as well as to a higher mix of Private Marketplace transactions. Our primary focus in the health insurance vertical continues to be on Medicare Advantage, which we believe represents a large and growing opportunity where we are well positioned to capture future growth. We expect the actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC to reduce full year 2025 revenue from the under-65 health sub-vertical to be in the range of $69-$72 million, most of which has already been realized during the nine months ended September 30, 2025. Revenue from under-65 health declined from $26.7 million for three months ended September 30, 2024 to $9.0 million for the three months ended September 30, 2025.

Previous wording

The decrease in life insurance revenue for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was due primarily to a reduced supply of Consumer Referrals resulting from one of our Supply Partners ceasing operations during the three months ended June 30, 2024.

Current wording

The increase in life insurance revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increased supply of Consumer Referrals.

Previous wording

The decrease in other revenue for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was driven primarily by lower revenue from our travel vertical as we have fully exited the vertical during the second quarter of 2025. Revenue from the Travel vertical was $0.7 million and $2.0 million during the three months ended June 30, 2025 and 2024, respectively, and was not considered material.

Current wording

The decrease in other revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by lower revenue from our travel vertical as we have fully exited the vertical during the second quarter of 2025. Revenue from the Travel vertical was $1.5 million during the three months ended September 30, 2024 and was not considered material.

Previous wording

The increase in cost of revenue for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue and lower take rates, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.

Current wording

The increase in cost of revenue for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue and lower take rates in our Open Marketplace, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.

Previous wording

The increase in product development expenses for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was due primarily to an increase in personnel-related costs of $0.6 million resulting primarily from the hiring of additional employees.

Current wording

The increase in product development expenses for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $0.8 million resulting from severance related payments and higher headcount, offset in part by a decrease in equity-based compensation expense of $0.4 million.

Previous wording

The increase in general and administrative expenses for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was due primarily to a $34.0 million increase in legal costs, driven by higher legal fees and a charge of $33.0 million to increase the reserve relating to the FTC Matter and an increase in personnel-related costs of $0.6 million.

Current wording

The increase in general and administrative expenses for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $0.8 million related to annual salary adjustments and higher headcount.

Previous wording

The decrease in equity-based compensation expense for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was due primarily to certain RSUs granted to employees being fully vested during the three months ended March 31, 2024, offset in part by higher expenses related to annual awards of RSUs granted to employees during the three months ended March 31, 2025 and higher employee headcount.

Current wording

The decrease in equity-based compensation expense for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was due primarily to certain RSUs granted to employees being fully vested during or prior to the three months ended September 30, 2025, offset in part by higher expenses related to annual awards of RSUs granted to employees and higher employee headcount.

Previous wording

The decrease in other (income), net for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was driven primarily by a one-time contract termination fee of $1.7 million received from one of our partners in the Health and Life vertical that ceased operations during the three months ended June 30, 2024, offset in part by an increase in interest income resulting primarily from higher cash balances during the three months ended June 30, 2025.

Current wording

The increase in other (income), net for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven primarily by an increase in interest income resulting primarily from higher cash balances during the three months ended September 30, 2025.

Previous wording

The decrease in interest expense for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was driven by the impact of lower interest rates as well as lower outstanding balances during 2025.

Current wording

The decrease in interest expense for the three months ended September 30, 2025, compared with the three months ended September 30, 2024, was driven by the impact of lower interest rates as well as by lower outstanding balances during 2025.

Previous wording

For the three months ended June 30, 2025, we recorded 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%, due primarily to the tax impacts of changes in our valuation allowance. For the three months ended June 30, 2024, we recorded income tax expense of $0.1 million resulting from our effective tax rate of 2.9%, which differed from the U.S. federal statutory tax rate of 21%.

Current wording

For the three months ended September 30, 2025, we recorded income tax expense of $0.1 million resulting from our effective tax rate of 0.3%, which differed from the U.S. federal statutory tax rate of 21%, due primarily to the tax impacts of changes in our valuation allowance. For the three months ended September 30, 2024, we recorded income tax expense of $0.3 million resulting from our effective tax rate of 2.6%, which differed from the U.S. federal statutory tax rate of 21%.

Previous wording

Operating results for the six months ended June 30, 2025 and 2024

Current wording

Operating results for the nine months ended September 30, 2025 and 2024

Previous wording

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the nine months ended September 30, 2025 and 2024:

Previous wording

The following table presents our revenue, disaggregated by vertical, for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our revenue, disaggregated by vertical, for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Previous wording

The increase in P&C insurance revenue for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was due to a sustained increase in customer acquisition spending by P&C insurance carrier partners as they focus on growth in response to the significant improvement in their underwriting profitability, and to an increased supply of Consumer Referrals resulting from new Supply Partner wins. While automotive tariff developments may put upward pressure on claims costs as the year progresses, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.

Current wording

The increase in P&C insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due to a sustained increase in customer acquisition spending by P&C insurance Demand Partners driven by significant year-over-year increases in marketing budgets and customer acquisition spending, and an increased supply of Consumer Referrals due to the addition of new Supply Partners. While automotive tariff developments may put upward pressure on claims costs and carrier profitability in the future, we anticipate continued strong near-term momentum, as the profit margins of many carriers are currently above target levels and competition for market share remains robust.

Previous wording

The decrease in health insurance revenue for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was driven by a decrease in the supply of Consumer Referrals from our Supply Partners as one of our partners ceased operations during the first half of 2024, actions taken in our under-65 vertical to address concerns raised by the FTC, and industry-wide headwinds in Medicare. Our primary focus in this vertical remains on Medicare Advantage, which we believe represents a large and growing opportunity where we are well positioned to capture future growth. We expect the compliance procedures implemented pursuant to the FTC Matter settlement, together with our previous actions, to reduce full year 2025 revenue from the under-65 vertical by approximately $70 million, a portion of which has already been realized during the six months ended June 30, 2025. Revenue from under-65 health declined from $60.9 million for six months ended June 30, 2024 to $39.6 million for the six months ended June 30, 2025.

Current wording

The decrease in health insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven our actions to scale back the under-65 health sub-vertical and address concerns raised by the FTC as well as by a decrease in the supply of Consumer Referrals from our Supply Partners as one of our partners ceased operations during the first half of 2024. Additionally, revenue from the Medicare sub-vertical declined due to industry-wide headwinds resulting from increases in the MLR for carriers and changes to the enrollment programs, which drove lower demand from brokers. Revenue from under-65 health declined from $87.6 million for nine months ended September 30, 2024 to $48.6 million for the nine months ended September 30, 2025.

Previous wording

The decrease in life insurance revenue for the three months ended June 30, 2025, compared with the three months ended June 30, 2024, was due primarily to a reduced supply of Consumer Referrals resulting from one of our Supply Partners ceasing operations during the three months ended June 30, 2024.

Current wording

The decrease in life insurance revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a reduced supply of Consumer Referrals resulting from one of our Supply Partners ceasing operations during the three months ended June 30, 2024.

Previous wording

The decrease in other revenue for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was driven primarily by lower revenue from our travel vertical. We have fully exited the vertical during the three months ended June 30, 2025. Revenue from the Travel vertical was $1.8 million and $4.0 million during the six months ended June 30, 2025 and 2024, respectively, and was not considered material.

Current wording

The decrease in other revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven primarily by lower revenue from our travel vertical. We have fully exited the vertical during the three months ended September 30, 2025. Revenue from the Travel vertical was $1.8 million and $5.5 million during the nine months ended September 30, 2025 and 2024, respectively, and was not considered material.

Previous wording

The increase in cost of revenue for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.

Current wording

The increase in cost of revenue for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates in our Open Marketplace, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.

Previous wording

The following table presents our sales and marketing expenses for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our sales and marketing expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Previous wording

The decrease in sales and marketing expenses for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was due primarily to a decrease in equity-based compensation expense of $1.0 million and a decrease in amortization expense of $1.1 million, offset in part by an increase in personnel-related costs of $0.6 million.

Current wording

The decrease in sales and marketing expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a decrease in equity-based compensation expense of $1.6 million and a decrease in amortization expense of $2.0 million, offset in part by an increase in personnel-related costs of $0.8 million.

Previous wording

The following table presents our product development expenses for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our product development expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Previous wording

The increase in product development expenses for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was due primarily to an increase in personnel-related costs of $1.3 million as we hired additional employees, offset in part by a decrease in equity-based compensation expense of $0.5 million.

Current wording

The increase in product development expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to an increase in personnel-related costs of $2.0 million, offset in part by a decrease in equity-based compensation expense of $0.9 million.

Previous wording

The following table presents our general and administrative expenses for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our general and administrative expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Previous wording

The increase in general and administrative expenses for the six months ended June 30, 2025, compared with the six months ended June 30, 2024, was due primarily to a $39.2 million increase in legal costs, driven by higher legal fees and charges of $38.0 million to increase the reserve relating to the FTC Matter, an increase in personnel-related costs of $1.1 million, and an increase in equity-based compensation expense of $0.5 million.

Current wording

The increase in general and administrative expenses for the nine months ended September 30, 2025, compared with the nine months ended September 30, 2024, was due primarily to a $39.5 million increase in legal costs, driven by higher legal fees and charges of $38.0 million to increase the reserve relating to the FTC Matter, an increase in personnel-related costs of $1.9 million due to annual salary adjustments and higher headcount, and an increase in equity-based compensation expense of $0.7 million, offset in part by a decrease in amortization expense of $0.4 million.

Previous wording

The following table presents our write-off of intangible assets for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our write-off of intangible assets for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Previous wording

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.

Current wording

During the nine months ended September 30, 2025, we wrote off $13.4 million of customer relationships and trademarks, trade names, and domain names acquired as part of the Customer Helper Team, LLC acquisition as we did not expect any future cash inflows from these assets.

Previous wording

The following table presents our equity-based compensation expense that was included in costs and operating expenses for the six months ended June 30, 2025 and 2024, and the dollar and percentage changes between the two periods:

Current wording

The following table presents our equity-based compensation expense that was included in costs and operating expenses for the nine months ended September 30, 2025 and 2024, and the dollar and percentage changes between the two periods: