株探米国株
日本語 英語
エドガーで原本を確認する
0001818383FALSE00018183832025-10-282025-10-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 28, 2025
_____________________________
MediaAlpha, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________
Delaware 001-39671 85-1854133
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
700 South Flower Street, Suite 640
Los Angeles, California
90017
(Address of Principal Executive Offices) (Zip Code)
(213) 316-6256
(Registrant’s telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A common stock, $0.01 par value MAX New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o



Item 2.02 – Results of Operations and Financial Condition.
On October 29, 2025, MediaAlpha, Inc. (“MediaAlpha” or the “Company”) issued a press release and an accompanying shareholder letter announcing its financial results as of and for the third quarter ended September 30, 2025, and its financial outlook for the fourth quarter of 2025. Copies of the press release and shareholder letter are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K and are incorporated by reference herein.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
MediaAlpha refers to non-GAAP financial information in the press release and shareholder letter. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in each document.
ITEM 8.01 - Other Events.
On October 28, 2025, the Company's Board of Directors authorized a new Share Repurchase Program to repurchase up to $50 million of 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. The Repurchase Program is expected to be completed by the end of 2026, but may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements regarding the share repurchase program and expected timing and amount of such repurchases. These forward-looking statements 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. 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, August 6, 2025, and to be filed on October 29, 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.



ITEM 9.01 – Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MediaAlpha, Inc.
Date: October 29, 2025 By: /s/ Jeffrey B. Coyne
Name: Jeffrey B. Coyne
Title: General Counsel & Secretary

EX-99.1 2 maxq32025-earningsreleasex.htm EX-99.1 Document
Exhibit 99.1
MEDIAALPHA ANNOUNCES THIRD QUARTER 2025
FINANCIAL RESULTS
Third Quarter Revenue Growth of 18% and Transaction Value Growth of 30%;
Record Transaction Value of $548 million in Property & Casualty Insurance Vertical

Third Quarter Net Income of $17.6 million; Adjusted EBITDA(1)of $29.1 million

New $50 million Share Repurchase Program Authorized by Board of Directors

Los Angeles, CA (October 29, 2025) – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company"), today announced its financial results for the third quarter ended September 30, 2025.

“We delivered record third quarter results, driven by continued robust growth in our Property & Casualty (P&C) insurance vertical as carrier demand intensified and our partner base expanded,” said Steve Yi, CEO of MediaAlpha. “More auto insurance carriers are focusing on growth as they restore underwriting profitably, driving increased advertising budgets across the industry. We expect sustained growth in our P&C vertical as these increases continue, with broader participation in our marketplace having a positive effect on our profitability.”

Yi continued, “Consistent with our continued commitment to delivering long-term value for shareholders, our Board has authorized an additional $50 million share repurchase program. We believe buying back our stock, particularly at the current share price level, is an attractive use of cash.”

Third Quarter 2025 Financial Results
•Revenue of $306.5 million, an increase of 18% year over year;
•Transaction Value of $589.3 million, an increase of 30% year over year;
◦Transaction Value from Property & Casualty up 41% year over year to $548 million
◦Transaction Value from Health down 40% year over year to $33 million
•Gross margin of 14.2%, compared with 15.1% in the third quarter of 2024;
•Contribution Margin(1) of 14.9%, compared with 16.0% in the third quarter of 2024;
•Net income was $17.6 million, compared with net income of $11.9 million in the third quarter of 2024;
•Adjusted EBITDA(1) was $29.1 million, compared with $26.3 million in the third quarter of 2024;
•Repurchased approximately 3.2 million shares for $32.9 million ($10.17 per share).

(1)A reconciliation of GAAP to Non-GAAP financial measures has been provided at the end of this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”




Financial Outlook
Our guidance for the fourth quarter of 2025 reflects continued positive momentum. We expect Transaction Value in our P&C insurance vertical to grow approximately 45% year over year in the fourth quarter, driven by strong carrier growth investment and continued share gains. We expect fourth quarter Transaction Value in our Health insurance vertical, which includes both Medicare and under-65 health, to decline approximately 45% year over year, driven primarily by under-65 health, which is stabilizing at a lower baseline.
On a year-over-year basis, we expect fourth quarter Transaction Value and Contribution from under-65 health to decline by $34 million - $38 million (61% - 68%) and $8 million - $9 million (80% - 90%), respectively.

For the fourth quarter of 2025, MediaAlpha currently expects the following:
•Transaction Value between $620 million - $645 million, representing a 27% year-over-year increase at the midpoint of the guidance range. Excluding under-65 health, we expect Transaction Value to be up 38% year over year at the midpoint.
•Revenue between $280 million - $300 million, representing a 4% year-over-year decrease at the midpoint of the guidance range.
•Adjusted EBITDA between $27.5 million - $29.5 million, representing a 22% year-over-year decrease at the midpoint of the guidance range, including an $8 million - $9 million year-over-year decline in Contribution from under-65. Excluding under-65 health, we expect Contribution to increase by high single digits and Adjusted EBITDA to be roughly flat year over year. We expect Contribution less Adjusted EBITDA to be approximately the same as the Q3 2025 level.
With respect to the Company’s projections of Adjusted EBITDA and Contribution under “Financial Outlook,” MediaAlpha is not providing a reconciliation of Adjusted EBITDA to net income (loss), or of Contribution to gross profit, because the Company is unable to predict with reasonable certainty the reconciling items that may affect the corresponding GAAP measures without unreasonable effort. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the corresponding GAAP measures for the applicable period.
For a detailed explanation of the Company’s non-GAAP measures, please refer to the appendix section of this press release.

Additional Information Regarding Share Repurchase Program
On October 28, 2025, the Company's Board of Directors authorized a new Share Repurchase Program to repurchase up to $50 million of 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. The Repurchase Program is expected to be completed by the end of 2026, but may be suspended or discontinued at any time, and does not obligate the Company to acquire any amount of Class A common stock.





Conference Call Information
MediaAlpha will host a Q&A conference call today to discuss the Company's third quarter 2025 results and its financial outlook for the fourth quarter of 2025 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live audio webcast of the call will be available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com. To register for the webcast, click here. Participants may also dial-in, toll-free, at (800) 715-9871 or (646) 307-1963, with passcode 8453843. An audio replay of the conference call will be available following the call and available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com.
The Company has also posted a letter to shareholders on its investor relations website. MediaAlpha has used, and intends to continue to use, its investor relations website at https://investors.mediaalpha.com as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements that more P&C carriers are focusing on growth, driving increased advertising budgets; our expectation that increases in P&C marketing spend and broader carrier participation in our marketplace will have a positive effect on our profitability; our expectations regarding the timing and amounts of share repurchases; and our financial outlook for the fourth quarter of 2025. 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, August 6, 2025, and to be filed on October 29, 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.



Non-GAAP Financial Measures and Operating Metrics
This press release includes Adjusted EBITDA, Contribution, and Contribution Margin, which are non-GAAP financial measures. The Company also presents Transaction Value, which is an operating metric not presented in accordance with GAAP. See the appendix for definitions of Adjusted EBITDA, Contribution, Contribution Margin and Transaction Value, as well as reconciliations to the corresponding GAAP financial metrics, as applicable.
We present Transaction Value, Adjusted EBITDA, Contribution, and Contribution Margin because they are used extensively by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. Accordingly, we believe that Transaction Value, Adjusted EBITDA and Contribution Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Each of Transaction Value, Adjusted EBITDA and Contribution Margin has limitations as a financial measure and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

About MediaAlpha
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 generated nearly 119 million Consumer Referrals in 2024. Our programmatic advertising technology powered $2.0 billion in spend over the past four quarters on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries. For more information, please visit www.mediaalpha.com.
Contacts:
Investors
Denise Garcia
Hayflower Partners
Denise@HayflowerPartners.com




MediaAlpha, Inc. and subsidiaries
Consolidated Balance Sheets
(Unaudited; in thousands, except share data and per share amounts)

September 30,
2025
December 31,
2024
Assets
Current assets
Cash and cash equivalents $ 38,841  $ 43,266 
Restricted cash 33,500  — 
Accounts receivable, net of allowance for credit losses of $958 and $1,005, respectively
129,171  142,932 
Prepaid expenses and other current assets 4,226  3,711 
Total current assets 205,738  189,909 
Intangible assets, net 4,102  19,985 
Goodwill 47,739  47,739 
Other assets 8,651  4,814 
Total assets $ 266,230  $ 262,447 
Liabilities and stockholders' deficit
Current liabilities
Accounts payable $ 102,681  $ 105,563 
Accrued expenses 65,001  18,542 
Current portion of long-term debt 22,001  8,849 
Total current liabilities 189,683  132,954 
Long-term debt, net of current portion 133,686  153,596 
Liabilities under tax receivables agreement, net of current portion —  7,006 
Other long-term liabilities 8,638  15,123 
Total liabilities $ 332,007  $ 308,679 
Commitments and contingencies
Stockholders' deficit
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 56.9 million and 55.5 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 569  555 
Class B common stock, $0.01 par value - 100 million shares authorized; 8.3 million and 11.6 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 83  116 
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of September 30, 2025 and December 31, 2024 —  — 
Additional paid-in capital 481,309  507,640 
Accumulated deficit (511,716) (505,933)
Total stockholders' (deficit) equity attributable to MediaAlpha, Inc. $ (29,755) $ 2,378 
Non-controlling interests (36,022) (48,610)
Total stockholders' deficit $ (65,777) $ (46,232)
Total liabilities and stockholders' deficit $ 266,230  $ 262,447 




MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Operations
(Unaudited; in thousands, except share data and per share amounts)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 306,514  $ 259,133  $ 822,445  $ 564,056 
Costs and operating expenses
Cost of revenue 263,108  219,907  699,713  469,465 
Sales and marketing 5,224  6,496  16,078  18,608 
Product development 5,829  5,328  16,068  14,743 
General and administrative 12,620  11,794  77,363  36,767 
Write-off of intangible assets —  —  13,416  — 
Total costs and operating expenses 286,781  243,525  822,638  539,583 
Income (loss) from operations 19,733  15,608  (193) 24,473 
Other (income), net (772) (154) (1,923) (1,971)
Interest expense 2,808  3,562  8,633  11,158 
Total other expense, net 2,036  3,408  6,710  9,187 
Income (loss) before income taxes 17,697  12,200  (6,903) 15,286 
Income tax expense 54  312  321  469 
Net income (loss) $ 17,643  $ 11,888  $ (7,224) $ 14,817 
Net income (loss) attributable to non-controlling interest 2,736  2,406  (1,441) 2,828 
Net income (loss) attributable to MediaAlpha, Inc. $ 14,907  $ 9,482  $ (5,783) $ 11,989 
Net income (loss) per share of Class A common stock
-Basic $ 0.26  $ 0.17  $ (0.10) $ 0.23 
-Diluted $ 0.26  $ 0.17  $ (0.11) $ 0.22 
Weighted average shares of Class A common stock outstanding
-Basic 56,617,837  54,909,772  56,134,035  52,293,622 
-Diluted 56,617,837  54,909,772  67,420,272  66,087,041 



MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Nine Months Ended
September 30,
2025 2024
Cash flows from operating activities
Net (loss) income $ (7,224) $ 14,817 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Equity-based compensation expense 22,798  26,452 
Non-cash lease expense 688  596 
Depreciation expense on property and equipment 201  191 
Amortization of intangible assets 2,467  4,827 
Amortization of deferred debt issuance costs 518  569 
Write-off of intangible assets 13,416  — 
Credit losses (13) 519 
Tax receivables agreement liability related adjustments (80) — 
Changes in operating assets and liabilities:
Accounts receivable 13,774  (73,560)
Prepaid expenses and other current assets (382) 547 
Other assets (4,039) 375 
Accounts payable (2,882) 53,298 
Accrued expenses 33,804  2,712 
Net cash provided by operating activities $ 73,046  $ 31,343 
Cash flows from investing activities
Purchases of property and equipment (300) (207)
Acquisition of intangible assets —  (400)
Net cash (used in) investing activities $ (300) $ (607)
Cash flows from financing activities
Repayments on long-term debt (7,125) (10,172)
Payments of debt issuance costs (284) — 
Repurchases of Class A common stock (32,893) — 
Contributions from QLH’s members 433  756 
Distributions to non-controlling interests (841) (1,111)
Shares withheld for taxes on vesting of restricted stock units (2,961) (5,176)
Net cash (used in) financing activities $ (43,671) $ (15,703)
Net increase in cash and cash equivalents and restricted cash 29,075  15,033 
Cash and cash equivalents and restricted cash, beginning of period 43,266  17,271 
Cash and cash equivalents and restricted cash, end of period $ 72,341  $ 32,304 



Key business and operating metrics and Non-GAAP financial measures
Transaction Value
We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships we have with our partners. Our partners use our platform to transact via Open and Private Marketplace transactions. In our Open Marketplace model, revenue recognized represents the fees paid by our Demand Partners for Consumer Referrals sold and is equal to the Transaction Value and revenue share payments to our Supply Partners represent costs of revenue. In our Private Marketplace model, revenue recognized represents a platform fee billed to the Demand Partner or Supply Partner based on an agreed-upon percentage of the Transaction Value for the Consumer Referrals transacted, and accordingly there are no associated costs of revenue. We utilize Transaction Value to assess the overall level of transaction activity through our platform. We believe it is useful to investors to assess the overall level of activity on our platform and to better understand the sources of our revenue across our different transaction models and verticals.
The following table presents Transaction Value by platform model for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Open Marketplace transactions $ 299,815  $ 253,016  $ 803,514  $ 546,949 
Percentage of total Transaction Value 50.9  % 56.0  % 52.1  % 55.1  %
Private Marketplace transactions 289,488  198,759  739,669  445,742 
Percentage of total Transaction Value 49.1  % 44.0  % 47.9  % 44.9  %
Total Transaction Value $ 589,303  $ 451,775  $ 1,543,183  $ 992,691 

The following table presents Transaction Value by vertical for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(dollars in thousands) 2025 2024 2025 2024
Property & Casualty insurance $ 548,225  $ 387,451  $ 1,390,423  $ 777,521 
Percentage of total Transaction Value 93.0  % 85.8  % 90.1  % 78.3  %
Health insurance 33,480  55,615  128,572  179,980 
Percentage of total Transaction Value 5.7  % 12.3  % 8.3  % 18.1  %
Life insurance 7,320  6,261  21,095  24,384 
Percentage of total Transaction Value 1.2  % 1.4  % 1.4  % 2.5  %
Other(1)
278  2,448  3,093  10,806 
Percentage of total Transaction Value 0.1  % 0.5  % 0.2  % 1.1  %
Total Transaction Value $ 589,303  $ 451,775  $ 1,543,183  $ 992,691 
(1)Our other verticals include Travel and Consumer Finance.



Contribution and Contribution Margin
We define “Contribution” as revenue less revenue share payments and online advertising costs, or, as reported in our consolidated statements of operations, revenue less cost of revenue (i.e., gross profit), as adjusted to exclude the following items from cost of revenue: equity-based compensation; salaries, wages, and related costs; internet and hosting costs; amortization; depreciation; other services; and merchant-related fees. We define “Contribution Margin” as Contribution expressed as a percentage of revenue for the same period. Contribution and Contribution Margin are non-GAAP financial measures that we present to supplement the financial information we present on a GAAP basis. We use Contribution and Contribution Margin to measure the return on our relationships with our Supply Partners (excluding certain fixed costs), the financial return on and efficacy of our online advertising costs to drive consumers to our proprietary websites, and our operating leverage. We do not use Contribution and Contribution Margin as measures of overall profitability. We present Contribution and Contribution Margin because they are used by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. For example, if Contribution increases and our headcount costs and other operating expenses remain steady, our Adjusted EBITDA and operating leverage increase. If Contribution Margin decreases, we may choose to re-evaluate and re-negotiate our revenue share agreements with our Supply Partners, to make optimization and pricing changes with respect to our bids for keywords from primary traffic acquisition sources, or to change our overall cost structure with respect to headcount, fixed costs and other costs. Other companies may calculate Contribution and Contribution Margin differently than we do. Contribution and Contribution Margin have their limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results presented in accordance with GAAP.
The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands) 2025 2024 2025 2024
Revenue $ 306,514  $ 259,133  $ 822,445  $ 564,056 
Less cost of revenue (263,108) (219,907) (699,713) (469,465)
Gross profit $ 43,406  $ 39,226  $ 122,732  $ 94,591 
Adjusted to exclude the following (as related to cost of revenue):
Equity-based compensation 265  405  836  2,654 
Salaries, wages, and related 707  907  2,308  2,474 
Internet and hosting 199  145  570  402 
Other expenses 213  170  580  539 
Depreciation 17  15 
Other services 616  549  1,856  2,008 
Merchant-related fees 204  75  534  217 
Contribution $ 45,615  $ 41,482  $ 129,433  $ 102,900 
Gross margin 14.2  % 15.1  % 14.9  % 16.8  %
Contribution Margin 14.9  % 16.0  % 15.7  % 18.2  %




Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax expense (benefit), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. Adjusted EBITDA is a non-GAAP financial measure that we present to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. In addition, presenting Adjusted EBITDA provides investors with a metric to evaluate the capital efficiency of our business.
Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax expense (benefit), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.
The following table reconciles Adjusted EBITDA with net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands) 2025 2024 2025 2024
Net income (loss) $ 17,643  $ 11,888  $ (7,224) $ 14,817 
Equity-based compensation expense 7,662  8,597  22,798  26,452 
Interest expense 2,808  3,562  8,633  11,158 
Income tax expense 54  312  321  469 
Depreciation expense on property and equipment 71  65  201  191 
Amortization of intangible assets 511  1,609  2,467  4,827 
Transaction expenses(1)
303  (45) 303  1,172 
Write-off of intangible assets(2)
—  —  13,416  — 
Contract settlement(3)
—  —  —  (1,725)
Changes in TRA related liability (159) —  (80) — 
Changes in Tax Indemnification Receivable (5) (84) (211) (86)
Legal expenses(4)
191  367  42,333  2,155 
Adjusted EBITDA $ 29,079  $ 26,271  $ 82,957  $ 59,430 
(1)Transaction expenses consist of $0.3 million of legal and accounting fees incurred for the three and nine months ended September 30, 2025, respectively, in connection with an amendment to the 2021 Credit Facilities. Transaction expenses consist of immaterial expenses and $1.2 million of legal and accounting fees incurred by us for the three and nine months ended September 30, 2024, respectively, in connection with resale registration statements filed with the SEC.
(2)Write-off of intangible assets for the nine months ended September 30, 2025 consist of a charge of $13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names intangible assets acquired as part of the acquisition of Customer Helper Team, LLC.



(3)Contract settlement consists of $1.7 million of income for the nine months ended September 30, 2024 recorded in connection with a one-time contract termination fee receivable from one of our partners in the Health vertical that ceased operations during the nine months ended September 30, 2024.
(4)Legal expenses of $0.2 million and $42.3 million for the three and nine months ended September 30, 2025, respectively, consist of increases of $0.0 million and $38.0 million, respectively, to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter. Legal expenses of $0.4 million and $2.2 million for the three and nine months ended September 30, 2024, consist of legal fees and costs incurred in connection with the FTC Matter.

EX-99.2 3 maxq32025-shareholderlette.htm EX-99.2 Document

image_1.jpg
SHAREHOLDER LETTER
Q3 2025
Q3 2025

image_11.jpg
Q3 2025 Results
Q3
(in millions, except percentages)
2024
2025
YoY Change
Revenue $259.1 $306.5 18%
Transaction Value 1
$451.8 $589.3 30%
   
   
Gross Profit $39.2 $43.4 11%
Contribution 1
$41.5 $45.6 10%
 
   
Net Income
$11.9 $17.6 48%
Adjusted EBITDA 1
$26.3 $29.1 11%

1.See “Key Business and Operating Metrics and Non-GAAP Financial Measures” for additional information regarding non-GAAP metrics and operating metrics used in this shareholder letter.
Q3 2025
2

image_11.jpg
Executive Summary
MediaAlpha is the strongest it has ever been. With the personal auto market becoming increasingly competitive, our core mission—connecting insurance carriers with high-intent consumers through our leading technology platform—has never been more relevant. We operate at the center of a massive and growing opportunity: the digital transformation of insurance distribution. In 2024, auto insurance premiums were $432 billion, or 3% of total consumer spending. Industry advertising spend was $12 billion, of which more than two-thirds remained offline, demonstrating the vast opportunity ahead of us as we help drive the industry's digital transformation. As this seismic shift continues, our scale, data advantages, and deep carrier relationships uniquely position us to capture and compound that growth. Today, we are in the early stages of a soft market cycle in auto insurance—a period when carriers compete more aggressively for policy growth and invest heavily in customer acquisition. With our technology, insights, and scale, we are poised to benefit disproportionately from both the near-term recovery in the auto insurance advertising market and the long-term secular migration of insurance shopping to digital channels.

We delivered record third quarter results that exceeded the high end of our guidance across all key financial metrics as continued strength in our Property & Casualty (P&C) insurance vertical more than offset expected declines in our under-65 Health insurance business. Transaction Value grew 30% year over year to a record $589.3 million, while Adjusted EBITDA grew 11% year over year to $29.1 million. Excluding the impact of a lower baseline in our under-65 Health business, year-over-year Transaction Value and Adjusted EBITDA growth were 38% and 31%, respectively1.

Our P&C insurance vertical, which represented 93% of total Transaction Value, continues to demonstrate strong momentum. Transaction Value increased 41% year over year to $548.2 million, driven primarily by increased investment by our largest carrier partners. With underwriting profitability restored, competition is increasing in the personal auto market and more carriers are investing in advertising to drive policy growth. However, despite a broadening of demand, most carriers are still investing well below their full potential. Notably, five of the ten largest P&C carriers spent less in total on advertising in 2024 than in 2019, even as auto industry direct written premiums grew 44% over the same period. We have seen this trend result in a top-heavy mix of carrier spend relative to historical levels, increasing our Private Marketplace mix. We believe this trend is temporary and continue to expect our carrier mix to normalize as more carriers ramp up spend, with a positive effect on our profitability. We believe there continues to be substantial runway for growth in our P&C vertical moving forward, driven by strong carrier profitability, intensifying market share competition, and the ongoing secular shift to digital direct-to-consumer distribution channels.

Our Health insurance vertical, which represented 6% of total Transaction Value, performed in line with our expectations. Transaction Value decreased 40% year over year to $33.5 million, driven primarily by an expected decline in under-65 health, which is stabilizing at a lower baseline. The fourth quarter is our seasonally strongest quarter in this vertical due to the timing of annual enrollment periods. However, the impact of this on our overall results will not be as meaningful as it has been in past years.

We expect Contribution in the under-65 health sub-vertical to be $1 million to $2 million in the fourth quarter, representing a year-over-year decline of 80% to 90%. The good news is that the business appears
1 Year-over-year growth figures exclude under-65 Health Transaction Value and Contribution, respectively. The Transaction Value and Contribution from under-65 Health are shown on pages 5 and 7, respectively.
Q3 2025
3

image_11.jpg
to have stabilized and the year-over-year comparisons will improve in the back half of 2026. In 2026, we expect our under-65 health sub-vertical to represent a low single digit percentage of our total Contribution.

Our balance sheet remains strong, and we continue to generate strong free cash flow. Our net debt-to-Adjusted EBITDA ratio was below 1.0x and we had cash of $38.8 million (plus restricted cash2 of $33.5 million) at the end of the third quarter. We generated $23.6 million of free cash flow3, representing 81% of Adjusted EBITDA, driven by our capital-efficient operating model.

Given our confidence in our strategy and long-term growth opportunities, we believe our stock is an attractive investment and share buybacks are an accretive use of excess cash, particularly at current price levels. In September, we repurchased the remaining shares owned by Insignia Capital (approximately 5% of our outstanding shares) for $32.9 million (at $10.17 per share). Additionally, today we announced a program to repurchase up to $50 million of our Class A common stock. Details regarding the new repurchase program are available in our press release and Form 8-K filed today.

Looking ahead, we expect to continue to deliver strong growth as auto insurance industry marketing spend increases from current levels. We believe the auto insurance industry is in the early stages of a soft market, a period when strong carrier profitability and manageable loss trends lead carriers to compete more aggressively for policy growth. During these cycles, which typically last several years or more, elevated competition for new policy holders drives increased customer acquisition investments, even as carriers’ profit margins tighten over time. Our industry-leading scale, along with our advanced data analytics and optimization capabilities, make us the most efficient and effective platform for carriers to deploy their advertising dollars, positioning us to grow faster than overall carrier marketing spend due to continued competitive gains and our position in a high-growth, direct-to-consumer segment of the market.

2 Represents the portion of the FTC settlement paid in the fourth quarter of 2025; the remaining $11.5 million will be paid in the first quarter of 2026.
3 Free cash flow is the Company's Q3 2025 cash flow from operating activities of $23.6 million, less capital expenditures of $0.1 million.
Q3 2025
4

image_11.jpg
Financial Discussion - Transaction Value and Revenue Metrics
Transaction Value increased 30% year over year to $589.3 million in Q3 2025, driven primarily by a 41% increase in the P&C insurance vertical. Transaction Value represents the total gross investment in customer acquisition executed by our partners on our platform, and is one of the key metrics that reflects our ability to drive value for our partners and increase our share of wallet as budgets increasingly migrate online.
chart-5822bada542540c7b34.jpg
Transaction Value from our P&C insurance vertical increased 41% year over year to $548.2 million, driven by significant year-over-year increases in marketing budgets and customer acquisition spending by our Demand Partners as well as new Supply Partner wins.
Transaction Value from our Health insurance vertical declined 40% year over year to $33.5 million, driven by declines in both under-65 health and Medicare, due to lower spend from advertisers resulting from industry-wide high medical loss ratios. Transaction Value from the under-65 component of our Health vertical over the past seven quarters is noted below.

($ in millions) Q1’24 Q2’24 Q3’24 Q4’24 Q1’25 Q2’25 Q3’25
Total Transaction Value $219 $322 $452 $499 $473 $481 $589
Under-65 Transaction Value $45 $39 $39 $56 $36 $23 $19
Under-65 % of Total 20% 12% 9% 11% 8% 5% 3%

Transaction Value from our Life insurance vertical increased 17% year over year to $7.3 million, driven by higher customer acquisition spending from our Demand Partners.
Transaction Value from our Other vertical, which includes travel and consumer finance, declined 89% year over year to $0.3 million. Travel has been fully wound down as of the end of the second quarter.


Q3 2025
5

image_11.jpg
We generated $306.5 million of total revenue in Q3 2025, up 18% year over year, driven primarily by higher revenue from our P&C insurance vertical.

chart-439e0b0678d4429baae.jpgchart-6101305a9df042bab92.jpg
Revenue from our P&C insurance vertical increased 31% year over year to $287.8 million in Q3 2025, driven largely by the increase in Transaction Value.
Revenue from our Health insurance vertical declined 61% year over year to $12.9 million in Q3 2025. Health revenue declined more than Transaction Value due to a higher mix of transactions from our Private Marketplace. Under-65 health has typically had a lower mix of Private Marketplace transactions than Medicare, and is now a meaningfully smaller percentage of the total Health vertical.
Revenue from our Life insurance vertical increased 7% year over year to $5.6 million in Q3 2025, driven by higher customer acquisition spending by our Demand Partners.
Revenue from our Other vertical, which consists of travel and consumer finance, declined 87% year over year to $0.3 million in Q3 2025.
Q3 2025
6

image_11.jpg
Financial Discussion - Profitability
Gross profit was $43.4 million in Q3 2025, a year-over-year increase of 11%. Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $45.6 million in Q3 2025, a year-over-year increase of 10%. The year-over-year increases in gross profit and Contribution were driven primarily by the higher revenue, offset in part by lower take rates due to reductions in Transaction Value from our Health vertical and a higher mix of Private Marketplace transactions within our P&C vertical. Contribution Margin was 14.9% in Q3 2025, compared with 16.0% in Q3 2024. Contribution from the under-65 component of our Health vertical over the past seven quarters is noted below.
chart-1dde929927bf437f85a.jpg
($ in millions) Q1’24 Q2’24 Q3’24 Q4’24 Q1’25 Q2’25 Q3’25
Total Contribution $28 $34 $41 $52 $44 $40 $46
Under-65 Contribution $8 $6 $5 $10 $6 $2 $1
Under-65 % of Total 29% 19% 13% 19% 13% 6% 3%

Net income was $17.6 million in Q3 2025, compared with net income of $11.9 million in Q3 2024. The increase was driven primarily by an increase in gross profit of $4.2 million and an increase in interest income due to higher cash balances and lower interest expense resulting from lower outstanding debt balances and declining interest rates.
Q3 2025
7

image_11.jpg
Adjusted EBITDA was $29.1 million in Q3 2025, a year-over-year increase of 11%. The increase was driven primarily by higher gross profit, offset slightly by a moderate increase in personnel costs. Adjusted EBITDA margin was 9.5% in Q3 2025, compared with 10.1% in Q3 2024.
chart-56f96257dea449ad86e.jpgchart-a33180386cd049db8fe.jpg
Q3 2025
8

image_11.jpg
Financial Impact of the FTC Settlement for Under-65 Health


As previously disclosed, in early 2025 following a comprehensive strategic review, we began implementing enhanced compliance measures and scaling back certain areas within under-65 health. As a result of these actions, under-65 health’s top and bottom lines declined significantly in the first three quarters of 2025.

On a year-over-year basis, we expect these additional compliance procedures agreed to in connection with
the FTC settlement, together with actions implemented in the first three quarters of the year, to reduce under-65 Transaction Value by $78 million to $82 million and under-65 Contribution by $18 million to $19 million in 2025. Relative to our 2024 consolidated results, these declines represent 5% of Transaction Value and 12% of Contribution at the midpoints of these ranges. Specifically, for under-65:

Transaction Value ($ in millions) Q1 2025 Q2 2025 Q3 2025 Q4 2025
$ Change year over year
$(9) $(16) $(19)
$(34)-$(38)
% Change year over year — at the midpoint (20)% (41)% (50)%
(61)%-(68)%
Contribution ($ in millions) Q1 2025 Q2 2025 Q3 2025 Q4 2025
$ Change year over year
$(3) $(4) $(4) $(8)-$(9)
% Change year over year — at the midpoint (32)% (63)% (71)%
(80)%-(90)%

Financial highlights (excluding Under-65 Health)4
YoY
$ in millions Q3 2024 Q3 2025 $ %
Transaction Value $413 $570 $157 38%
Revenue $232 $297 $65 28%
Contribution $36 $44 $8 22%
Adjusted EBITDA (excluding Under-65 Health Contribution)
$21 $28 $7 31%

In 2026, we expect our under-65 health sub-vertical to represent a low single digit percentage of our total Contribution.







4 Year-over-year growth figures exclude under-65 Health Transaction Value and Contribution, respectively. The Transaction Value and Contribution from under-65 Health are shown on pages 5 and 7, respectively.
Q3 2025
9

image_11.jpg
Financial Discussion - Q4 2025 Outlook5

Q4 2025
Transaction Value 6
$620 million - $645 million
Y/Y Growth 24% 29%
Revenue $280 million - $300 million
Y/Y Growth (7)% 0%
Adjusted EBITDA 6
$27.5 million - $29.5 million
Y/Y Growth (25)% (20)%

Our guidance for Q4 2025 reflects continued positive momentum. We expect Transaction Value in our P&C insurance vertical to grow approximately 45% year over year in the fourth quarter, driven by strong carrier growth investment and continued share gains. We expect fourth quarter Transaction Value in our Health insurance vertical, which includes both Medicare and under-65 health, to decline approximately 45% year over year, driven primarily by under-65 health, which is stabilizing at a lower baseline.

On a year-over-year basis, we expect fourth quarter Transaction Value and Contribution from under-65 health to decline by $34 million - $38 million (61% - 68%) and $8 million - $9 million (80% - 90%), respectively.

Transaction Value: For Q4 2025, we expect Transaction Value to be in the range of $620 million - $645 million, a year-over-year increase of 27% at the midpoint. Excluding under-65 health, we expect Transaction Value to be up 38% year over year at the midpoint.

Revenue: For Q4 2025, we expect revenue to be in the range of $280 million - $300 million, a year-over-year decrease of 4% at the midpoint.

Adjusted EBITDA: For Q4 2025, we expect Adjusted EBITDA to be in the range of $27.5 million - $29.5 million, a year-over-year decrease of 22% at the midpoint, including an $8 million - $9 million year-over-year decline in Contribution from under-65. Excluding under-65 health, we expect Contribution to increase by high single digits and Adjusted EBITDA to be roughly flat year over year. We expect Contribution less Adjusted EBITDA to be approximately the same as the Q3 2025 level.


Thank you,
Steve Yi Patrick Thompson
Chief Executive Officer, President and Co-Founder Chief Financial Officer & Treasurer
5 With respect to the Company’s projections of Adjusted EBITDA and Contribution under “Financial Discussion – Q4 2025 Outlook”, MediaAlpha is not providing a reconciliation of Adjusted EBITDA to net income (loss), or of Contribution to gross profit, because the Company is unable to predict with reasonable certainty the reconciling items that may affect the corresponding GAAP measures without unreasonable effort. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the GAAP measures for the applicable period.
6 See “Key Business and Operating Metrics and Non-GAAP Financial Measures” for additional information regarding non-GAAP metrics and operating metrics used in this shareholder letter.
Q3 2025
10

image_11.jpg
Key Business and Operating Metrics and Non-GAAP Financial Measures
In addition to traditional financial metrics, we rely upon certain business and operating metrics that are not presented in accordance with GAAP to estimate the volume of spending on our platform, estimate and recognize revenue, evaluate our business performance and facilitate our operations. Such business and operating metrics should not be considered in isolation from, or as an alternative to, measures presented in accordance with GAAP and should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, such business and operating metrics may not necessarily be comparable to similarly titled measures presented by other companies.
Transaction Value
We define “Transaction Value” as the total gross dollars transacted by our partners on our platform. Transaction Value is an operating metric not presented in accordance with GAAP, and is a driver of revenue based on the economic relationships we have with our partners. Our partners use our platform to transact via Open and Private Marketplace transactions. In our Open Marketplace model, revenue recognized represents the fees paid by our Demand Partners for Consumer Referrals sold and is equal to the Transaction Value and revenue share payments to our Supply Partners represent costs of revenue. In our Private Marketplace model, revenue recognized represents a platform fee billed to the Demand Partner or Supply Partner based on an agreed-upon percentage of the Transaction Value for the Consumer Referrals transacted, and accordingly there are no associated costs of revenue. We utilize Transaction Value to assess the overall level of transaction activity through our platform. We believe it is useful to investors to assess the overall level of activity on our platform and to better understand the sources of our revenue across our different transaction models and verticals.
The following table presents Transaction Value by platform model for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Open Marketplace transactions $ 299,815  $ 253,016  $ 803,514  $ 546,949 
Percentage of total Transaction Value 50.9  % 56.0  % 52.1  % 55.1  %
Private Marketplace transactions 289,488  198,759  739,669  445,742 
Percentage of total Transaction Value 49.1  % 44.0  % 47.9  % 44.9  %
Total Transaction Value $ 589,303  $ 451,775  $ 1,543,183  $ 992,691 
The following table presents Transaction Value by vertical for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Property & Casualty insurance $ 548,225  $ 387,451  $ 1,390,423  $ 777,521 
Percentage of total Transaction Value 93.0  % 85.8  % 90.1  % 78.3  %
Health insurance 33,480  55,615  128,572  179,980 
Percentage of total Transaction Value 5.7  % 12.3  % 8.3  % 18.1  %
Life insurance 7,320  6,261  21,095  24,384 
Percentage of total Transaction Value 1.2  % 1.4  % 1.4  % 2.5  %
Other 278  2,448  3,093  10,806 
Percentage of total Transaction Value 0.1  % 0.5  % 0.2  % 1.1  %
Total Transaction Value $ 589,303  $ 451,775  $ 1,543,183  $ 992,691 
Q3 2025
11

image_11.jpg
Contribution and Contribution Margin
We define “Contribution” as revenue less revenue share payments and online advertising costs, or, as reported in our consolidated statements of operations, revenue less cost of revenue (i.e., gross profit), as adjusted to exclude the following items from cost of revenue: equity-based compensation; salaries, wages, and related costs; internet and hosting costs; amortization; depreciation; other services; and merchant-related fees. We define “Contribution Margin” as Contribution expressed as a percentage of revenue for the same period. Contribution and Contribution Margin are non-GAAP financial measures that we present to supplement the financial information we present on a GAAP basis. We use Contribution and Contribution Margin to measure the return on our relationships with our Supply Partners (excluding certain fixed costs), the financial return on and efficacy of our online advertising costs to drive consumers to our proprietary websites, and our operating leverage. We do not use Contribution and Contribution Margin as measures of overall profitability. We present Contribution and Contribution Margin because they are used by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. For example, if Contribution increases and our headcount costs and other operating expenses remain steady, our Adjusted EBITDA and operating leverage increase. If Contribution Margin decreases, we may choose to re-evaluate and re-negotiate our revenue share agreements with our Supply Partners, to make optimization and pricing changes with respect to our bids for keywords from primary traffic acquisition sources, or to change our overall cost structure with respect to headcount, fixed costs and other costs. Other companies may calculate Contribution and Contribution Margin differently than we do. Contribution and Contribution Margin have their limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results presented in accordance with GAAP.
The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Revenue $ 306,514  $ 259,133  $ 822,445  $ 564,056 
Less cost of revenue (263,108) (219,907) (699,713) (469,465)
Gross profit $ 43,406  $ 39,226  $ 122,732  $ 94,591 
Adjusted to exclude the following (as related to cost of revenue):
Equity-based compensation 265  405  836  2,654 
Salaries, wages, and related 707  907  2,308  2,474 
Internet and hosting 199  145  570  402 
Other expenses 213  170  580  539 
Depreciation 17  15 
Other services 616  549  1,856  2,008 
Merchant-related fees 204  75  534  217 
Contribution $ 45,615  $ 41,482  $ 129,433  $ 102,900 
Gross margin 14.2  % 15.1  % 14.9  % 16.8  %
Contribution Margin 14.9  % 16.0  % 15.7  % 18.2  %
Consumer Referrals
We define “Consumer Referral” as any consumer click, call or lead purchased by a buyer on our platform. Click revenue is recognized on a pay-per-click basis and revenue is earned and recognized when a consumer clicks on a listed buyer’s advertisement that is presented subsequent to the consumer’s search (e.g., auto insurance quote search or health insurance quote search). Call revenue is earned and recognized when a consumer transfers to a buyer and remains engaged for a requisite duration of time, as specified by each buyer. Lead revenue is recognized when we deliver data leads to buyers. Data leads are generated either through insurance carriers, insurance-focused research destination websites or other financial websites that make the data leads available for purchase through our platform, or when consumers complete a full quote request on our proprietary websites. Delivery occurs at the time of lead transfer. The data we generate from each Consumer Referral feeds into our analytics model to generate conversion probabilities for each unique consumer, enabling discovery of predicted return and cost per sale across the platform and helping us to improve our platform technology. We monitor the number of Consumer Referrals on our platform in order to measure Transaction Value, revenue and overall business performance across our verticals and platform models.

The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Clicks 92.2  % 88.6  % 90.0  % 84.2  %
Calls 2.8  % 6.6  % 4.2  % 9.4  %
Leads 5.0  % 4.8  % 5.8  % 6.4  %
Q3 2025
12

image_11.jpg
Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax expense (benefit), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA is a non-GAAP financial measure that we present to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. In addition, presenting Adjusted EBITDA provides investors with a metric to evaluate the capital efficiency of our business.
Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax expense (benefit), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.
The following table reconciles Adjusted EBITDA with net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2025 2024 2025 2024
Net income (loss) $ 17,643  $ 11,888  $ (7,224) $ 14,817 
Equity-based compensation expense 7,662  8,597  22,798  26,452 
Interest expense 2,808  3,562  8,633  11,158 
Income tax expense 54  312  321  469 
Depreciation expense on property and equipment 71  65  201  191 
Amortization of intangible assets 511  1,609  2,467  4,827 
Transaction expenses(1)
303  (45) 303  1,172 
Write-off of intangible assets(2)
—  —  13,416  — 
Contract settlement(3)
—  —  —  (1,725)
Changes in TRA related liability (159) —  (80) — 
Changes in Tax Indemnification Receivable (5) (84) (211) (86)
Legal expenses(4)
191  367  42,333  2,155 
Adjusted EBITDA $ 29,079  $ 26,271  $ 82,957  $ 59,430 
(1)Transaction expenses consist of $0.3 million of legal and accounting fees incurred for the three and nine months ended September 30, 2025, respectively, in connection with an amendment to the 2021 Credit Facilities. Transaction expenses consist of immaterial expenses and $1.2 million of legal and accounting fees incurred by us for the three and nine months ended September 30, 2024, respectively, in connection with resale registration statements filed with the SEC.
(2)Write-off of intangible assets for the nine months ended September 30, 2025 consist of a charge of $13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names intangible assets acquired as part of the acquisition of Customer Helper Team, LLC.
(3)Contract settlement consists of $1.7 million of income for the nine months ended September 30, 2024 recorded in connection with a one-time contract termination fee receivable from one of our partners in the Health vertical that ceased operations during the nine months ended September 30, 2024.
(4)Legal expenses of $0.2 million and $42.3 million for the three and nine months ended September 30, 2025, respectively, consist of increases of $0.0 million and $38.0 million, respectively, to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter. Legal expenses of $0.4 million and $2.2 million for the three and nine months ended September 30, 2024, consist of legal fees and costs incurred in connection with the FTC Matter.
Q3 2025
13

image_11.jpg
Forward-Looking Statements
This shareholder letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding our belief that that the insurance industry's digital transformation represents a vast opportunity for the Company; that we are poised to benefit disproportionately from both the near-term recovery in the auto market and the long-term secular migration of insurance marketing to digital channels; that most P&C carriers are still investing well below their full potential; our expectation that our carrier mix will normalize, with a positive effect on our profitability; our belief that there continues to be substantial runway for growth in our P&C vertical; our expectation that under-65 health is stabilizing at a lower baseline; our expectations regarding our share repurchase plan; our expectation of continued growth as auto insurance industry marketing spend increases from current levels; our belief that the auto insurance industry is in the early stages of a soft market, and the potential duration of that soft market; our belief that we are positioned to grow faster than overall carrier marketing spend; the expected impact of the FTC settlement on Transaction Value, revenue and Contribution from our under-65 health sub-vertical; and our financial outlook for the fourth quarter of 2025. 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, August 6, 2025, and to be filed on October 29, 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 shareholder letter.
Q3 2025
14