MATTHEW G. SCHILTZ (pro hac vice forthcoming)

RACHEL GRANETZ (pro hac vice forthcoming)

UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

1.This Court has jurisdiction over this matter.

2.The Complaint charges that Defendants participated in unfair or deceptive acts or practices in violation of Section 5 of the FTC Act, 15 U.S.C. § 45, the Telemarketing Sales Rule, (“TSR”), 16 C.F.R. Part 310, and the Government and Business Impersonation Rule (“Impersonation Rule”), 16 C.F.R. Part 461.

3.Defendants neither admit nor deny any of the allegations in the Complaint, except as specifically stated in this Order. Only for purposes of this action, Defendants admit the facts necessary to establish jurisdiction.

4.Defendants waive any claim that they may have under the Equal Access to Justice Act, 28 U.S.C. § 2412, concerning the prosecution of this action through the date of this Order, and agree to bear their own costs and attorney fees. The parties agree that this Order resolves all allegations in the Complaint.

5.Defendants and the Commission waive all rights to appeal or otherwise challenge or contest the validity of this Order.

A. “Affiliate” means any Person, including any third-party marketer, but excluding any “Supply Partner,” who any Defendant contracts with, pays, or provides any form of consideration to (i) provide any Defendant with, or refer to any Defendant, potential or actual customers; or (ii) otherwise market, advertise, or offer for sale any good or service, including any website, on behalf of any Defendant. “Affiliate” does not include advertising platforms that host or display content provided by third parties.

B.    “Clear(ly) and Conspicuous(ly)” means that a required disclosure is easily noticeable (i.e., difficult to miss) and easily understandable by ordinary consumers, including in all of the following ways:

1.In any communication that is solely visual or solely audible, the disclosure must be made through the same means through which the

2.A visual disclosure, by its size, contrast, location, the length of time it appears, and other characteristics, must stand out from any accompanying text or other visual elements so that it is easily noticed, read, and understood.

3.An audible disclosure, including by telephone or streaming video, must be delivered in a volume, speed, and cadence sufficient for ordinary consumers to easily hear and understand it.

4.In any communication using an interactive electronic medium, such as the Internet or software, the disclosure must be unavoidable.

5.The disclosure must use diction and syntax understandable to ordinary consumers and must appear in each language in which the representation that requires the disclosure appears.

6.The disclosure must comply with these requirements in each medium through which it is received, including all electronic devices and face-to-face communications.

7.The disclosure must not be contradicted or mitigated by, or inconsistent with, anything else in the communication.

8.When the representation or sales practice targets a specific audience, such as children, the elderly, or the terminally ill, “ordinary consumers” includes members of that group.

C.    “Covered Information” means individually identifiable information from or about a consumer, including (a) first and last name; (b) a home or other physical address, including street name, name of city or town, or zip code; (c) an email address or other online contact information, such as a social media username; (d) a telephone number, including mobile number; (e) gender; (f) age or date of birth; (g) response to any survey or multiple-choice question about circumstances specific to the consumer, such as education level, employment status, or household debt; (h) biometric information; or (i) any information combined with any of (a) through (h).

D.    “Defendants” means MediaAlpha, Inc. and QuoteLab, LLC and their successors and assigns.

E.    “Demand Partner” means any third party that advertises, markets, promotes, offers for sale, or sells any good or service using Covered Information obtained from Defendants, including Covered Information collected by any Supply Partner. It does not include a Person that is solely engaged in Private Marketplace Transactions.

F.    “Express Informed Consent” means a freely given, specific, informed, and unambiguous affirmative act demonstrating agreement, in response to a Clear and Conspicuous disclosure of: (1) the information that will be collected; (2) the purpose(s) for which the information is being collected, used, or disclosed; (3) the names of all entities to whom the information is disclosed; (4) a simple, easily-located means by which the consumer can withdraw consent; and (5) any limitations on the consumer’s ability to withdraw consent. The Clear and Conspicuous disclosure must be separate from any “privacy policy,” “terms of service,” “terms of use,” or other similar document.

1.Inferring consent from a consumer’s hovering over, muting, pausing, or closing of a given piece of content; or

2.Obtaining consent through a user interface that has the effect of subverting or impairing user autonomy, decision-making, or choice.

G.    “Healthcare-Related Products” means any program, plan, membership, card, product, insurance policy, or good or service, that offers, or purports to offer, insurance, discounts, savings, or benefits on healthcare, or access to such insurance, discounts, savings, or benefits. It does not include products set forth in 42 C.F.R. § 422.4, a copy of which is attached as Appendix A, or a policy,

H.    “Lead Generation” means (a) using marketing techniques to identify or attract consumers’ interest in a third party’s product or service; (b) obtaining, or assisting others in obtaining, Covered Information for use by any third party; or (c) providing any such Covered Information to a third party. Lead Generation excludes solely hosting or displaying advertising and marketing content exclusively created by Defendants.

I.    “Lead Generator” means any Person who offers or has provided, in exchange for consideration, Covered Information to another Person, or who assists others in offering or providing such information to another Person.

J.    “Person” means a natural person, an organization, or other legal entity, including a corporation, partnership, sole proprietorship, limited liability

K.    “Private Marketplace Transaction” means a transaction in which a third-party Lead Generator contracts directly with a third-party advertiser, one or both of those third-parties licenses Defendants’ technology to administer the transaction, and Defendants’ sole involvement in the transaction, including the Lead Generation that resulted in the information being exchanged in the transaction, is to license technology used to administer the transaction.

L.    “Supply Partner” means any third-party Lead Generator that offers or provides Covered Information to any Person via any platform or service owned or operated by Defendants.

M.    “Telemarketing” means a plan, program, or campaign which is conducted to induce the purchase of goods or services or a charitable contribution by use of one or more telephones and which involves more than one interstate telephone call.

1.That any Person is affiliated with, associated with, or endorsed, sponsored, or approved by any government entity or officer thereof;

2.Any aspect of any insurance or healthcare-related good or service, including whether it is comprehensive;

3.The cost of any good or service;

4.Any purpose of collecting consumers’ personal information;

5.That a consumer who provides personal information to a Defendant will be offered a comprehensive health insurance plan;

6.That a consumer will be notified of their eligibility for a good or service after providing personal information to a Defendant;

7.That a consumer will be able to compare the features or costs associated with any goods or services visually or online after providing personal information to a Defendant;

8.That any good or service is available only for a short period of time or in a limited quantity;

9.The need for promptness or urgency in responding to any advertising, marketing, or promotion of any good or service;

10.The objectivity or impartiality of any review or endorsement, including the influence of compensation on any review or endorsement;

11. That any endorser is an expert with respect to the endorsement message;

12.Any other fact material to consumers concerning any good or service, such as any material restrictions, limitations, or conditions; or any material aspect of its performance, efficacy, nature, or central characteristics; or

1.Review the following to determine compliance with the requirements of this Order:

2.Document in writing that the review set forth in Subsection III(A)(1) resulted in a determination of compliance with the requirements of this Order; and

1.Require each Supply Partner or Affiliate, prior to doing business with such Supply Partner or Affiliate, to provide the following identifying information:

2.Obtain from each Supply Partner or Affiliate:

3.Review the material submitted to Defendants under Subsection C(2) of this Section to determine if it complies with the requirements of Section I of this Order and:

4.Ensure that any enforcement against a Supply Partner or Affiliate by Defendants shall extend to any Private Marketplace Transactions involving the Supply Partner or Affiliate.

1.Require each new Demand Partner, prior to doing business with such Demand Partner, and each existing Demand Partner, within 45 days of entry of this Order, to provide the following identifying information:

2.No later than 60 days after a Demand Partner begins doing business with Defendants, and at least annually thereafter, obtain and promptly review a random sample of all telephonic communications covering at least a 30-day period between the Demand Partner and consumers whose Covered Information was provided to the Demand Partner by Defendants to confirm that each Demand Partner is not engaging in any acts or practices that violate Section I of the Order, provided, however, that Defendants need not obtain and review sales call recordings from insurance carriers, corporate affiliates of such carriers, and captive brokers that have certified to Defendants under penalty of perjury (and Defendants can demonstrate Defendants have no contrary evidence) exclusively offer health plans from a single insurance carrier that monitors those communications;

3.Review all consumer communications and complaints Defendants receive regarding the Demand Partner;

4.Obtain and review the Demand Partner’s sales scripts, provided, however, that Defendants need not obtain and review sales scripts from insurance carriers, corporate affiliates of such carriers, and captive brokers that Defendants that have certified to Defendants under penalty of perjury (and Defendants can demonstrate Defendants have no contrary evidence) exclusively offer health plans from a single insurance carrier and receive approval for their sales scripts from that carrier;

5.Conduct due diligence at least annually regarding any law enforcement actions or Telemarketing-related legal proceedings initiated against the Demand Partner; and

6.Ensure that any enforcement against a Demand Partner by Defendants shall extend to any Private Marketplace Transactions involving the Demand Partner.

1.The name and nature of the recipient’s business(es), including the purpose(s) for obtaining consumers’ Covered Information;

2.The recipient’s physical address(es) for conducting business;

3.All of the recipient’s trade name(s), alter egos, DBA names, fictitious names, or aliases under which the recipient conducts or has conducted business;

4.All of the recipient’s businesses licenses and business registrations related to the advertising, marketing, or promotion of Healthcare-Related Products;

5.A description of the recipient’s business, including describing the nature of goods or services sold and the nature of sale;

6.That Covered Information will not be used for any purpose other than the specific purpose(s) stated in the required disclosure under Subsection A of this Section;

7.The identity of each Person with whom the recipient will share the Covered Information, provided, however, that a recipient that is an organization or other legal entity need not separately identify its employees, independent contractors, service providers, or subprocessors;

8.All purposes for which each Person with whom the recipient will share the Covered Information will use it;

9.Affirmation that the Covered Information for any consumer will be permanently deleted within 2 weeks of notice from Defendants that the consumer has requested it be deleted, provided, however, that Covered Information need not be destroyed to the extent requested by a government agency, required by law, regulation, court order, required in order for the recipient to continue to provide a good or service to a consumer, or stored as a backup or archive that is not located on an actively used server or regularly accessed drive.

1.Defendants stipulate that they hold in escrow Thirty-Three Million Five Hundred Thousand Dollars ($33,500,000) for no purpose other than payment to the Commission. Defendants are ordered to pay to the Commission Thirty-Three Million Five Hundred Thousand Dollars ($33,500,000) within 7 days of entry of this Order by

2.Defendants are ordered to pay to the Commission an additional Eleven Million Five Hundred Thousand Dollars ($11,500,000) within 90 days of entry of this Order by electronic fund transfer in accordance with instructions previously provided by a representative of the Commission.

3.If Defendants fail to make the required payment when due under Subsection IX.B.2, the judgment becomes immediately due as to Defendants in the amount specified in Subsection A above (which the parties stipulate only for purposes of this Section represents the consumer injury alleged in the Complaint), less any payment previously made pursuant to this Section, plus interest computed from the date of entry of this Order. Time is of the essence for the payment specified in Subsection IX.B.2.

B.    Within 100 days after receipt of written direction to do so from a representative of the Commission, failing to destroy Covered Information in all forms, including the name, address, phone number, email address, gender, date of birth, health information, or any other response, that are in any Defendant’s possession, custody, or control and was obtained prior to entry of this Order in connection with Lead Generation for Healthcare-Related Products, provided, however, that a customer’s information need not be deleted to the extent requested by a government agency, required by a law, regulation, court order, or stored as a backup or archive that is not located on an actively used server or regularly accessed drive.

1.Identify each Demand Partner who has accessed, received, or acquired a consumer’s Covered Information, in connection with any Healthcare-Related Product, from any Defendant from February 21, 2020 until the entry of this Order;

2.Identify what Covered Information was disclosed to each Person identified in Subsection D(1) of this Section; or

3.Submit a list of the information identified in Subsections D(1)–(2) of this Section and a description of the methodologies used to identify that information to: DEbrief@ftc.gov or sent by overnight courier (not the U.S. Postal Service) to: Associate Director of Enforcement, Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580. The subject line must begin: “In re MediaAlpha, Inc., FTC Matter No. 2323015”;

1.Provide a copy of the Complaint and Order to all Persons identified under Subsection (D)(1) of this Section;

2.Notify each such Person in writing that the Federal Trade Commission alleges that Defendants collected Covered Information of consumers, in a manner that was deceptive and in violation of the FTC Act, the TSR, and the Impersonation Rule, and transferred the information to such Person;

3.Instruct each such Person in writing to destroy all Covered Information accessed, received, or acquired from Defendants prior to the entry of this Order, where such instruction shall include a list of the Covered Information identified in Subsection D(2) of this Section and require written confirmation that the Person has destroyed such Covered Information provided, however, that Covered Information need not be destroyed to the extent requested by a government agency, required by law, regulation, court order, required in order for the recipient to continue to provide a good or service to a consumer, or stored as a backup or archive that is not located on an actively used server or regularly accessed drive.

4.Provide a copy of the instructions sent under Subsection F(3) of this Section to DEbrief@ftc.gov or sent by overnight courier (not

5.Provide, within 120 days of receipt, each written confirmation under Subsection D(3) of this Section to DEbrief@ftc.gov or sent by overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue NW, Washington, DC 20580. The subject line must begin: “In re MediaAlpha, Inc., FTC Matter No. 2323015”; or

1.Confirmed the Person’s receipt of the instructions provided under Subsection E(3); and

2.Received from the Person a written confirmation of compliance with those instructions.

1.the name and telephone number of the person providing Express Informed Consent;

2.a copy of the request for Express Informed Consent, including all required disclosures under Subsection VII(A)(1) recorded in the same manner and format in which it was presented to the person providing it;

3.the purpose for which Express Informed Consent was requested and obtained;

4.a copy of the Express Informed Consent as it appeared to the person that provided consent at the time it was provided; and

5.the date that the Express Informed Consent was obtained;

1.Identify the primary physical, postal, and email address and telephone number, as designated points of contact, which representatives of the Commission may use to communicate with each Defendant;

2.Identify all of each Defendant’s businesses by all of their names, telephone numbers, and physical, postal, email, and Internet addresses;

3.Describe the activities of each business, the means of advertising and marketing, and the involvement of any other Defendant;

4.Describe in detail whether and how Defendants are in compliance with each Section of this Order; and

5.Provide a copy of each Order Acknowledgment obtained pursuant to this Order, unless previously submitted to the Commission.

1.Any designated point of contact; or

2.The structure of any Defendant or any entity that Defendant has any ownership interest in or controls directly or indirectly that may affect compliance obligations arising under this Order, including: creation,

C.    The Commission may use all other lawful means, including posing, through its representatives as consumers, suppliers, or other individuals or entities, to Defendants or any individual or entity affiliated with Defendants, without the necessity of identification or prior notice. Nothing in this Order limits the

SO ORDERED this day of , 2025.

/s/ Matthew G. Schiltz                        Date:    8/6/2025    

Matthew G. Schiltz (pro hac vice forthcoming)

Rachel Granetz (pro hac vice forthcoming)

/s/ Ryan T. Bergsieker                        Date: 7/3/2025        

/s/ David L. Hankin                        Date:    August 6, 2025    

/s/ James L. Zelenay Jr.                        Date: 8/1/2025    

LOS ANGELES, August 6, 2025 – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company") today announced that it has reached a settlement with the Federal Trade Commission (“FTC”) to fully resolve matters related to the previously disclosed FTC investigation focused primarily on the Company’s under-65 health insurance sub-vertical.

Under the terms of the settlement, which is subject to court approval, MediaAlpha will pay $45 million and agree to certain other provisions, including additional disclosures and content review processes relating to its under-65 health websites and additional measures to screen and monitor its under-65 health partners. The settlement is not expected to have a material impact on MediaAlpha’s core Property & Casualty insurance vertical, Medicare sub-vertical or other business operations.

The Company issued the following statement:

We are pleased to put this matter behind us. While we strongly disagree with the FTC’s allegations, we believe that settling this matter is in the best interests of MediaAlpha and our shareholders. MediaAlpha has always been committed to transparency and compliance, and we share the FTC’s goal of preventing the misuse of our under-65 health marketplaces by third parties. As part of this settlement, we have agreed to further enhance our industry-leading compliance processes in under-65 health.

We remain very excited about the multi-year growth prospects for our core Property & Casualty and Medicare verticals, driven by strong secular tailwinds, the efficiency of our marketplace model, and our continued focus on innovation. We expect these factors to continue to produce strong, sustainable and profitable growth for MediaAlpha for years to come.

The $45 million payment is equal to $0.61 per fully diluted share. MediaAlpha intends to fund this payment with existing cash on hand, which was $85.4 million as of June 30, 2025. Pursuant to the settlement, the Company will pay $33.5 million within seven days of court approval of the settlement and $11.5 million within 90 days of court approval. Such payments will not impact the Company’s ability to operate its business in the normal course, and the Company will remain in full compliance with the terms of its credit agreement following the settlement.

Additional information related to the FTC settlement is available in a Form 8-K filed today with the U.S. Securities and Exchange Commission.

As previously disclosed, in early 2025 following a comprehensive strategic review, MediaAlpha began implementing enhanced compliance measures and scaling back certain areas within under-65 health. During the second quarter, the Company took additional measures to address concerns raised by the FTC. As a result of these actions, under-65 health’s top and bottom lines declined significantly in the first and second quarters of 2025.

On a year-over-year basis, the Company expects the additional compliance procedures agreed to in connection with the FTC settlement, together with actions implemented in the first half of the year, to reduce under-65 Transaction Value by approximately $80 million to $85 million and under-65 Contribution by $18 million to $20 million in 2025. Relative to the Company's 2024 consolidated results, these declines represent 6% of Transaction Value and 12% of Contribution at the midpoints of these ranges. Specifically, for under-65:

The Company will report its second quarter 2025 financial results and hold an investor call on Wednesday, August 6, 2025, at which time it will discuss the FTC settlement, provide a review of the quarter and issue its outlook for the third quarter of 2025.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding the Company’s expectation that the settlement terms will not have a material impact on its core Property & Casualty and Medicare operations; its expectations regarding the long-term growth outlook for the Company’s core Property & Casualty and Medicare business, driven by secular tailwinds, the efficiency of its marketplace model, and its continued focus on innovation, and that such factors will continue to produce strong, sustainable and profitable growth for MediaAlpha for years to come; the Company’s expectation that the settlement payments will not impact the Company’s ability to operate its business in the normal course and the Company will remain in full compliance with the terms of its credit agreement; and the expected impact of the settlement on the Company's under-65 Transaction Value and Contribution. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including those more fully described in MediaAlpha’s filings with the Securities and Exchange Commission (“SEC”), including the Form 10-K filed on February 24, 2025 and the Forms 10-Q filed on April 30, 2025 and to be filed on or about August 6, 2025. These factors should not be construed as exhaustive. MediaAlpha disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

We believe we are the insurance industry’s leading programmatic customer acquisition platform. With more than 1,200 active partners, excluding our agent partners, we connect insurance carriers with online shoppers and transacted nearly 119 million Consumer Referrals in our marketplaces in 2024. Our programmatic advertising technology powered $1.9 billion in spend on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries over the last twelve months ended June 30, 2025. For more information, please visit www.mediaalpha.com.

Investor Contact:
Denise Garcia
Hayflower Partners
Denise@HayflowerPartners.com