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MediaAlpha, Inc.

For the period ended Sep 30, 2026. Filed Oct 28, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 28, 2026

MAX$14.20-1.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001818383-26-000200

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-28.

0001818383-26-000264

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 168 previous paragraphs and 170 current paragraphs.

96 unchanged; 66 reworded; 6 added; 1 removed; 5 previous and 2 current paragraphs rearranged.

Tables are not compared: 27 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

The following table sets forth our key business and financial metrics in dollars and the dollar and percentage changes between the two periods:

Current report

Sales and marketing expenses for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, were in line with the prior year.

Current report

The increase in general and administrative expenses for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was driven primarily by an increase in personnel-related costs of $1.7 million related primarily to severance costs of $0.9 million and annual salary adjustments, an increase in professional fees of $1.0 million related primarily to a one-time strategy and management consulting engagement, and an increase in equity-based compensation expense of $0.6 million, offset in part by the reversal of a non-income tax related reserve of $1.5 million during the three months ended September 30, 2026.

Current report

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

Current report

(2)Personnel separation costs for the three and nine months ended September 30, 2026 consist of severance costs incurred as part of the transition of the Company's Chief Financial Officer, pursuant to his employment agreement.

Current report

Agreement with PLX, pursuant to which we purchased PLX's interest in the TRA for $12.0 million in cash which resulted in a gain of $10.7 million.
Removed paragraphs (1)

Previous report

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:
Reworded paragraphs (66)

Previous wording

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.

Current wording

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 $1.3 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 September 30, 2026.

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. 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.

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, 2026, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.0 million Consumer Referrals on our platform each month.

Previous wording

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.

Current wording

For the three months ended September 30, 2026, revenue was $375.9 million, an increase of 22.7% compared with the three months ended September 30, 2025, driven primarily by significant increases in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of Demand Partners who increased marketing budgets significantly as they continued to focus on growth and increasing market share in response to strong underwriting profitability. This growth was 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 in early 2026 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 $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.

Current wording

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $57.4 million for the three months ended September 30, 2026, a year-over-year increase of 25.8%, driven primarily by a higher mix of Open Marketplace transactions, offset in part by our scaling back of the under-65 health sub-vertical. Contribution Margin was 15.3% in the three months ended September 30, 2026, compared with 14.9% in the three months ended September 30, 2025.

Previous wording

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.

Current wording

Net income for the three months ended September 30, 2026 was $29.4 million, compared with net income of $17.6 million for the three months ended September 30, 2025, due primarily to a $10.7 million gain on extinguishment of a portion of the liability under the tax receivables agreement resulting from our repurchase of the interests of Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC's (collectively, “PLX”) under the TRA and an increase in gross profit, offset in part by higher income tax expense.

Previous wording

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.

Current wording

Adjusted EBITDA for the three months ended September 30, 2026 was $39.5 million, a year-over-year increase of 35.8%, due primarily to higher gross profit.

Previous wording

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.

Current wording

On September 9, 2026, we entered into an Assignment, Assumption and Termination Agreement with PLX, pursuant to which we purchased PLX's interest in the TRA for $12.0 million in cash ("PLX TRA Settlement"). As of June 30, 2026, our estimated future liability under the TRA was $54.7 million, of which $22.7 million related to PLX. The PLX TRA Settlement resulted in a gain of $10.7 million which was recorded within other (income) expense, net in the consolidated statement of operations.

Previous wording

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.

Current wording

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 nine months ended September 30, 2026, 16 of the top 20 largest auto insurance carriers by customer acquisition spend in 2025 were active 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 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.

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 Demand Partners on our platform decreased to 33.2 million and 96.0 million for the three and nine months ended September 30, 2026, respectively, from 36.5 million and 105.5 million for the three and nine months ended September 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.

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. 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.

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. 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 nine months 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 conflict 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.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

Interest expense consists primarily of interest expense associated with outstanding borrowings under our 2021 Credit Facilities and/or 2026 Credit Facilities, as applicable, and the amortization of deferred financing costs associated with these arrangements.

Previous wording

Net income (loss) attributable to non-controlling interest

Current wording

Net income (loss) attributable to non-controlling interests

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.

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 interests 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, 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.

Current wording

The increase in P&C insurance revenue for the three months ended September 30, 2026, compared with the three months ended September 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 Demand Partners who increased marketing budgets significantly as competition for policy growth intensified. During the three months ended September 30, 2026, three Demand Partners each represented more than 10% of revenue, compared with the three months ended September 30, 2025, in which two Demand Partners each represented more than 10% of revenue.

Previous wording

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.

Current wording

The decrease in health insurance revenue for the three months ended September 30, 2026, compared with the three months ended September 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 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 $9.0 million for three months ended September 30, 2025 to $0.8 million for the three months ended September 30, 2026. We expect revenue from under-65 health for the full year 2026 to be in the range of $6.0 million to $7.0 million.

Previous wording

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.

Current wording

The increase in life insurance revenue for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was driven primarily by an increased demand for Consumer Referrals from key advertisers.

Previous wording

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.

Current wording

The increase in product development expenses for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was primarily due to an increase in personnel-related costs due to planned headcount increases.

Previous wording

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.

Current wording

The increase in equity-based compensation expense for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was due primarily to grants of performance-based restricted stock units to our named executive officers, offset in part by forfeitures due to personnel departures.

Previous wording

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

Current wording

Amortization expense for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was in line with the prior year.

Previous wording

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.

Current wording

The increase in other (income), net for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was driven primarily by the purchase of PLX's interest in the TRA, which resulted in a $10.7 million gain on extinguishment of our liability to PLX under the TRA.

Previous wording

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%.

Current wording

For the three months ended September 30, 2026, we recorded income tax expense of $7.8 million resulting from our effective tax rate of 21.0%, driven primarily by the tax impacts of income not taxable to us associated with the non-controlling interests, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. The increase in income tax expense for the three months ended September 30, 2026 was due primarily to the valuation allowance recorded against substantially all of our deferred tax assets in the prior-year period.

Previous wording

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

Current wording

Operating results for the nine months ended September 30, 2026 and 2025

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, 2026 and 2025:

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, 2026 and 2025:

Previous wording

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:

Current wording

The following table presents our revenue, disaggregated by vertical, for the nine months ended September 30, 2026 and 2025, 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, 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.

Current wording

The increase in P&C insurance revenue for the nine months ended September 30, 2026, compared with the nine months ended September 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 Demand Partners who increased marketing budgets significantly as competition for policy growth intensified. During the nine months ended September 30, 2026, three Demand Partners each represented more than 10% of revenue, compared with the nine months ended September 30, 2025, in which two Demand Partners each represented more than 10% of revenue.

Previous wording

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.

Current wording

The decrease in health insurance revenue for the nine months ended September 30, 2026, compared with the nine months ended September 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 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 $48.6 million for nine months ended September 30, 2025 to $5.3 million for the nine months ended September 30, 2026.

Previous wording

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.

Current wording

The increase in life insurance revenue for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, was driven primarily by an increased demand for Consumer Referrals from key advertisers during the three months ended September 30, 2026.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

The increase in cost of revenue for the nine months ended September 30, 2026, compared with the nine months ended September 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 share payments in under-65 health due to our scaling back of that vertical and higher take rates in our Open Marketplaces.

Previous wording

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:

Current wording

The following table presents our sales and marketing expenses for the nine months ended September 30, 2026 and 2025, 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, 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.

Current wording

The decrease in sales and marketing expenses for the nine months ended September 30, 2026, compared with the nine months ended September 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 $0.6 million, due primarily to annual salary adjustments.

Previous wording

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:

Current wording

The following table presents our product development expenses for the nine months ended September 30, 2026 and 2025, 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, 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.

Current wording

The increase in product development expenses for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, was driven primarily by an increase in personnel-related costs of $1.4 million due to annual salary adjustments and higher headcount.

Previous wording

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:

Current wording

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

Previous wording

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.

Current wording

The decrease in general and administrative expenses for the nine months ended September 30, 2026, compared with the nine months ended September 30, 2025, was driven primarily by a $41.8 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 nine months ended September 30, 2025, by reversal of a non-income tax related reserve of $1.5 million during the nine months ended September 30, 2026, offset in part by an increase in personnel-related costs of $3.3 million primarily due to severance costs of $0.9 million, annual salary adjustments and higher headcount, an increase in equity-based compensation expense of $1.5 million, and an increase in professional fees by $1.1 million related primarily to a one-time strategy and management consulting engagement.

Previous wording

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:

Current wording

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

Previous wording

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.

Current wording

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

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Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The increase in other revenue for the three months ended September 30, 2026, compared with the three months ended September 30, 2025, was immaterial.

Current report — wording carried from elsewhere

On September 9, 2026, we entered into an Assignment, Assumption and Termination Agreement with PLX, pursuant to which we purchased PLX's interest in the TRA for $12.0 million in cash ("PLX TRA Settlement"). As of June 30, 2026, the estimated liability under the TRA was $54.7 million, of which $22.7 million related to PLX. The PLX TRA Settlement resulted in a gain of $10.7 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.
Rearranged previous paragraphs (5)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

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