MediaAlpha, Inc.

(Unaudited)

1. Summary of significant accounting policies

The Company's significant accounting policies are included in the 2025 Annual Report on Form 10-K and did not materially change during the nine months ended September 30, 2026.

Basis of presentation

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

The December 31, 2025 balance sheet data was derived from audited consolidated financial statements; however, the accompanying interim notes to the consolidated financial statements do not include all of the annual disclosures required by GAAP. Results for interim periods are not necessarily indicative of those that may be expected for a full year. The financial information included herein should be read in conjunction with the Company's consolidated financial statements and related notes in its 2025 Annual Report on Form 10-K.

Accounts receivable

Accounts receivable are net of allowances for credit losses of $0.9 million and $0.7 million as of September 30, 2026 and December 31, 2025, respectively.

Concentrations of credit risk and of significant Demand Partners and Supply Partners

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash balances that can, at times, exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in these accounts and believes it is not exposed to unusual risk beyond the normal credit risk in this area based on the financial strength of the institutions with which the Company maintains its deposits.

The Company's accounts receivable, which are unsecured, may expose it to credit risk based on their collectability. The Company controls credit risk by investigating the creditworthiness of all customers prior to establishing relationships with them, performing periodic reviews of the credit activities of those customers during the course of the business relationship, regularly analyzing the collectability of accounts receivable, and recording allowances for credit losses. The Company's supplier concentration can also expose it to business risks.

Customer and supplier concentrations consisted of the below:

Related Party Transactions

The Company is party to the tax receivables agreement ("TRA"), under which it is contractually obligated to pay certain existing and prior holders of Class B-1 units 85% of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. As of September 30, 2026 and December 31, 2025, the Company had accrued $31.9 million and $131.1 million, respectively, for estimated payments under the TRA. During the three and nine months ended September 30, 2026, payments of $0 and $7.0 million, respectively, were made pursuant to the TRA. During the three and nine months ended September 30, 2025, no payments were made pursuant to the TRA.

On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the “Insignia Agreement”) with Insignia and on September 9, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the “PLX Agreement”) with Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC (collectively, “PLX”), pursuant to which the Company purchased Insignia and PLX respective interest in the TRA, as discussed further in Note 9 - Income Taxes. To provide the Company with the cash to repurchase Insignia’s and PLX's TRA interest, QLH made pro rata distributions to the holders of Class B-1 units, which included $6.6 million to certain officers of the Company and their affiliates.

New Accounting Pronouncements

Recently adopted accounting pronouncements

There have been no recently adopted accounting pronouncements by the Company.

Recently issued not yet adopted accounting pronouncements

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

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software which amends the guidance in ASC 350-40, Intangibles-Goodwill and Other-Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. ASU No. 2025-06 is effective for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

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

2. Disaggregation of revenue

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

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

3. Goodwill and intangible assets

Goodwill and intangible assets consisted of:

Amortization expense related to intangible assets was $0.5 million for the three months ended September 30, 2026 and 2025, and $1.4 million and $2.5 million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2025, the Company recognized a charge of $13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names acquired as part of the acquisition of Customer Helper Team, LLC as the Company did not intend to use or expect any future economic benefits from these intangible assets. The Company hasno accumulated impairment of goodwill.

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

As of September 30, 2026, future amortization expense relating to identifiable intangible assets with estimable useful lives over the next five years was as follows:

4. Long-term debt

Long-term debt consisted of the following:

Amendment and Restatement of Credit Agreement

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

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

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

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

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

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

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

Amended Credit Agreement

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

On August 4, 2025 ("Effective Date"), the Borrower and QLH entered into a Third Amendment (the “Third Amendment”) to the Existing Credit Agreement (as amended by the Third Amendment, the Amended Credit Agreement referred to above), pursuant to which lenders representing $138.1 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date agreed to extend the maturity date 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”) continued to mature on July 29, 2026. The Term Loans amortized quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25% of the aggregate principal amount of the Term Loans initially made on July 29, 2021. Also, as of the Effective Date, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolving Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity date byone year, to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolving Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) continued to mature on July 29, 2026. All of such loans were refinanced in March 2026 upon the closing of the Amendment and Restatement Agreement discussed above. The Third Amendment was treated as a debt modification and the costs associated with the modification were not material to the consolidated financial information.

The Company incurred interest expense on the 2021 Credit Facilities and 2026 Credit Facilities for the three and nine months ended September 30, 2026 and 2025 as below:

As of September 30, 2026, the Company’s borrowing capacity available under the 2026 Revolving Credit Facility was $30.0 million. In addition to the amount drawn at the time of entering into Amendment and Restatement Agreement, during the nine months ended September 30, 2026, the Company drew $15.0 million on the 2026 Revolving Credit Facility. Subsequently, in October 2026, the Company drew an additional $10.0 million on the 2026 Revolving Credit Facility for general working capital purposes. The undrawn portion of the 2026 Revolving Credit Facility carries a commitment fee that ranges from 0.30% to 0.50% based on the Company’s consolidated total net leverage ratio, and such fee was 0.35% as of September 30, 2026. As of September 30, 2026, the Company’s interest rate on the outstanding borrowings under the 2026 Term Loan Facility was 6.32% and the weighted-average interest rate under the 2026 Revolving Credit Facility was 6.32%.

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

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

5. Commitments and contingencies

Litigation and other matters

The Company is subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of management, the Company does not believe that the amount of liability, if any, as a result of these proceedings and claims will have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows.

FTC Matter

On February 21, 2023, the Company received a civil investigative demand from the FTC regarding compliance with the FTC Act and the Telemarketing Sales Rule ("TSR"), as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. On October 30, 2024, 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 TSR and the Government and Business Impersonation Rule (the "Impersonation Rule").

The FTC Staff alleged that, in connection with the Company’s lead generation and telemarketing activities, the Company represented itself as affiliated with government entities, made misleading claims (in particular regarding health insurance products and the Company’s use of consumers’ personal information) and utilized deceptive advertising, in violation of Section 5(a) of the FTC Act. The FTC Staff further alleged that the Company violated the Impersonation Rule in representing itself to be affiliated with government entities and the TSR in connection with its telemarketing activities, and assisted and facilitated violations of the TSR by its Demand Partners in the under-65 health vertical.

On July 3, 2025, the Company reached an agreement with the FTC Staff on the terms of a Consent Order that the FTC Staff was prepared to recommend to the Commissioners of the FTC to fully resolve the FTC’s claims. On August 6, 2025, the complaint and Consent Order were filed with the court, and on October 16, 2025, the court entered the Consent Order. Under the terms of the Consent Order, which includes no admission or denial of wrongdoing or to the FTC’s allegations, the Company agreed to pay $45.0 million as monetary relief. The Company paid the initial payment of $33.5 million on October 21, 2025 within seven days of entry of the Consent Order by the Court, which was designated as restricted cash on the consolidated balance sheets as of September 30, 2025, and the remaining $11.5 million on January 12, 2026, within 90 days following entry of the Consent Order. Under the Consent Order, the Company has also agreed to, among other things, implement processes to review its advertising and marketing materials relating to under-65 health plans for compliance; include certain disclosures on its lead generation websites relating to under-65 health plans; implement processes to oversee the compliance of its under-65 health Demand Partners, Supply Partners and affiliates; comply with the TSR and not make any misrepresentations in connection with lead generation or the advertising, marketing, or promotion of any good or service; not collect, transfer or disclose consumer information without express informed consent; transfer certain inactive under-65 health website domains owned by the Company; and comply with certain data deletion, recordkeeping and cooperation provisions.

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

During the three and nine months ended September 30, 2025, the Company recorded charges of $0 and $38.0 million, respectively, to increase the loss reserve established in connection with the FTC Matter. Legal fees incurred by the Company in connection with the FTC Matter during the three and nine months ended September 30, 2026 were immaterial, and during the three and nine months ended September 30, 2025 were $0.2 million and $4.3 million, respectively, and are included within general and administrative expenses on the consolidated statement of operations.

Other matters

On February 26, 2024, the Company received an assessment from the City of Los Angeles related to its examination of the Company's Business Tax filings for tax years 2018 through 2023. Such assessment was affirmed by the Appeals Review Officer at an initial hearing in July 2024, and by the Board of Review of the Office of Finance on July 23, 2025. The Company remitted the assessed amount to avoid interest and penalties, and has initiated litigation challenging the assessment and the City's classification and methodology in applying the Business Tax to the Company. The Company is in discussions with the City in an effort to resolve the matter before trial, which has been set for September 2027. Payment of such amount does not constitute an admission that the Company is subject to such taxes, and if the Company prevails in the litigation the City would be required to repay such amounts or credit them against taxes payable in the future, potentially with interest. As of September 30, 2026, the Company has assessed its probable loss related to this matter and has accrued a reserve, which isnot material.

As of September 30, 2026 and December 31, 2025, 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 nine months ended September 30, 2026 and 2025 was as follows:

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

As of September 30, 2026, total unrecognized compensation cost related to unvested restricted stock units and unvested performance-based restricted stock units were $56.3 million and$4.4 million, respectively, which are expected to be recognized over weighted-average periods of 2.62 years and 2.45 years, respectively.

Performance-Based Restricted Stock Units

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

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

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

7. Stockholders' Deficit

Share Repurchases

On October 28, 2025, the Company's Board of Directors authorized a Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, the Company’s Board of Directors authorized an increase in the Repurchase Program by $50.0 million, to a total of up to $100.0 million ("Repurchase Program"). During the three and nine months ended September 30, 2026,818,710 and 5,074,932 shares of Class A common stock were repurchased under the Repurchase Program for aggregate consideration of $9.2 million and $49.8 million, respectively. The difference between the repurchase price and the par value of the shares of Class A common stock repurchased, together with any excise tax payable, was recorded as an adjustment to additional-paid-in capital. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock.

The Company may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods. The timing and amount of any share repurchases will be determined by the Company’s management in its discretion based on their ongoing evaluation of market and economic conditions, the trading price and volume of the Company’s Class A common stock, the Company’s capital needs and investment opportunities, and other factors. As of September 30, 2026, the Company had repurchased 6,192,296 shares of Class A common stock for aggregate consideration of $64.1 million as part of the Repurchase Program. As of that date, the Company had $36 million remaining under the Repurchase Program. The Company may suspend or discontinue the Repurchase Program at any time, and it does not obligate the Company to acquire any fixed amount of Class A common stock and any repurchases were accounted for as of the trade date with a corresponding liability.

On September 3, 2025, a special committee of the Company's Board of Directors comprised solely of independent and disinterested directors not affiliated with Insignia, pursuant to authority delegated to it by the Board of Directors, authorized the Company to enter into a Share Repurchase Agreement with Insignia to repurchase 3,234,894 shares of the Company’s Class A common stock at a price of $10.17 per share, for an aggregate purchase price of $32.9 million. As part of the transaction, Insignia exchanged all of its remaining 3,234,894 Class B-1 units, together with an equal number of shares of Class B common stock, for shares of Class A common stock on aone-for-one basis. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock. The repurchase price represented a discount of approximately 5.5% to the closing price of the Company’s Class A common stock on September 2, 2025. The transaction was completed on September 4, 2025. The excess between the repurchase price and the par value of the shares of Class A common stock repurchased was recorded as an adjustment to additional-paid-in capital, including excise tax and fees of $0.2 million.

8. Fair Value Measurements

The Company does not have any financial instruments measured at fair value on a recurring basis.

The Company’s financial instruments measured at fair value on a non-recurring basis consist of Long-Term Debt. As of September 30, 2026, the carrying amounts of the 2026 Term Loan Facility and the 2026 Revolving Credit Facility approximate their respective fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 7.00% and the estimated payments under the 2026 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.

9. Income taxes

MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc. Accordingly, the Company is not liable for income taxes on the portion of QLH’s earnings not allocated to it. MediaAlpha, Inc. files and pays corporate income taxes for U.S. federal and state income tax purposes and its corporate subsidiary, Skytiger Studio, Ltd., is subject to taxation in Taiwan. The Company expects this structure to remain in existence for the foreseeable future.

The Company estimates the annual effective tax rate for the full year to be applied to actual year-to-date income (loss) and adds the tax effects of any discrete items in the reporting period in which they occur. The following table summarizes the Company's income tax expense (benefit):

The Company's effective tax rate for the three months ended September 30, 2026 was 21.0% and for the nine months ended September 30, 2026 was 24.5% which differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of income not taxable to the Company associated with the non-controlling interests, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. The Company's effective tax rate of 0.3% and (4.7)% for the three and nine months ended September 30, 2025, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of changes in valuation allowance.

There were no material changes to the Company’s unrecognized tax benefits during the three and nine months ended September 30, 2026. The Company is currently under examination by various tax authorities in the United States. These examinations are in preliminary stages and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year.

During the three and nine months ended September 30, 2026, holders of Class B-1 units exchanged zero units. During the three and nine months ended September 30, 2025, holders of Class B-1 units exchanged 3,270,762 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 interests, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital, but during the three and nine months ended September 30, 2025, the Company did not recognize any additional deferred tax assets as the Company had recognized a full valuation allowance on its deferred tax assets.

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

Tax Receivables Agreement

In connection with the Reorganization Transactions and the IPO, the Company entered into the TRA with Insignia, Senior Executives, and White Mountains. The Company expects to obtain an increase in its share of the tax basis in the net assets of QLH as Class B-1 units, together with shares of Class B common stock, are exchanged for shares of Class A common stock (or, at the Company’s election, redeemed for cash of an equivalent value). The Company intends to treat any redemptions and exchanges of Class B-1 units as direct purchases for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that it would otherwise pay in the future to various tax authorities.

The Company believes it can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 — Contingencies. The Company recorded a liability of $31.9 million and $131.1 million as of September 30, 2026 and December 31, 2025, respectively, of which $2.3 million and $6.9 million, respectively, were classified as current within accrued expenses in the consolidated balance sheets.

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

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

On September 9, 2026, the Company entered into the PLX Agreement, pursuant to which the Company purchased PLX's interest in the TRA for $12.0 million in cash ("PLX TRA Settlement"). As of June 30, 2026, the Company's 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 Company's consolidated statement of operations. The terms of the transaction were approved by the Company's Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. The PLX Agreement did not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties. The Company funded the purchase price from cash on hand.

10. Net Income (Loss) Per Share

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

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

The following table summarizes the shares and units with a potentially dilutive impact for the three months ended September 30, 2026 and 2025:

The following table summarizes the shares and units with a potentially dilutive impact for the nine months ended September 30, 2026 and 2025:

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

11. Non-Controlling Interests

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.

During the three and nine months ended September 30, 2026, the holders of the non-controlling interests completed zero Exchanges. During the three and nine months ended September 30, 2025, the holders of the non-controlling interests had completed 3,270,762 Exchanges. As of September 30, 2026, the holders of the non-controlling interests owned 13.6% of the total equity interests in QLH, with the remaining 86.4% owned by MediaAlpha, Inc. As of December 31, 2025, the holders of the non-controlling interests owned 12.9% of the total equity interests in QLH, with the remaining 87.1% owned by MediaAlpha, Inc.

12. Leases

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

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

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