max-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-Q

________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-39671

____________________

MediaAlpha, Inc.

(Exact name of registrant as specified in its charter)

____________________


Delaware			85-1854133
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

700 South Flower Street, Suite 640

Los Angeles, California 90017

(Address of principal executive offices, including zip code)

(213) 316-6256

(Registrant's telephone number, including area code)

_______________

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 per share

MAX

NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 24, 2026, there were 54,062,155 shares of MediaAlpha, Inc.'s Class A common stock, $0.01 par value per share, and 8,288,267 shares of MediaAlpha, Inc.’s Class B common stock, par value $0.01 per share, outstanding.

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MediaAlpha, Inc. and Subsidiaries

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	PART I. FINANCIAL INFORMATION
Item 1	Financial Statements	6
	Consolidated Balance Sheets	6
	Consolidated Statements of Operations	7
	Consolidated Statements of Stockholders’ Deficit	8
	Consolidated Statements of Cash Flows	9
	Notes to the Consolidated Financial Statements	10
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4	Controls and Procedures	35
	PART II. OTHER INFORMATION
Item 1	Legal Proceedings	35
Item 1A	Risk Factors	36
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3	Defaults Upon Senior Securities	36
Item 4	Mine Safety Disclosures	36
Item 5	Other Information	36
Item 6	Exhibits	37

Signatures		38

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Certain Definitions

As used in this Quarterly Report on Form 10-Q:

•“Class A-1 units” refers to the Class A-1 units of QL Holdings LLC (“QLH”).

•“Class B-1 units” refers to the Class B-1 units of QLH.

•“Company,” “we,” or “us” refers to MediaAlpha, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

•“Consumer Referral” means any consumer click, call or lead purchased by a buyer on our platform.

•“Consumers” refer to end consumers. Examples include individuals shopping for insurance policies.

•“Direct-to-consumer” or “DTC” means the sale of insurance products or services directly to end consumers, without the use of retailers, brokers, agents or other intermediaries.

•“Distributor” means any company or individual that is involved in the distribution of insurance, such as an insurance agent or broker.

•“Exchange agreement” means the exchange agreement, dated as of October 27, 2020 by and among MediaAlpha, Inc., QLH, Intermediate Holdco, Inc. and certain Class B-1 unitholders party thereto.

•“Founders” means, collectively, Steven Yi, Eugene Nonko, and Ambrose Wang.

•“High-intent” consumer or customer means an in-market consumer that is actively browsing, researching or comparing the types of products or services that our partners sell.

•“Insignia” means Insignia Capital Group, L.P. and its affiliates.

•“Intermediate Holdco” means Guilford Holdings, Inc., our wholly owned subsidiary and the owner of all Class A-1 units.

•“IPO” means our initial public offering of our Class A common stock, which closed on October 30, 2020.

•“Lifetime value” or “LTV” is a type of metric that many of our business partners use to measure the estimated total worth to a business of a customer over the expected period of their relationship.

•“Open Marketplace” refers to one of our two business models. In Open Marketplace transactions, we have separate agreements with Demand Partners and Supply Partners. We earn fees from our Demand Partners and separately pay a revenue share to our Supply Partners and a fee to internet search companies to drive consumers to our proprietary websites.

•“Partner” refers to a buyer or seller on our platform, also referred to as “Demand Partners” and “Supply Partners,” respectively.

◦“Demand partner” or "customer" refers to a buyer on our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our Demand Partners are generally insurance carriers and distributors looking to target high-intent consumers deep in their purchase journey.

◦“Supply partner” or “supplier” refers to a seller to our platform. As discussed under Part I, Item 2. Management’s Discussion & Analysis – Management Overview, our Supply Partners are primarily insurance carriers looking to maximize the value of non-converting or low LTV consumers, and insurance-focused research destinations or other financial websites looking to monetize high-intent consumers.

•“Private Marketplace” refers to one of our two business models. In Private Marketplace transactions, Demand Partners and Supply Partners contract with one another directly and leverage our platform to facilitate transparent, real-time transactions utilizing the reporting and analytical tools available to them from use of our platform. We charge a fee to our Supply Partners based on the Transaction Value of the Consumer Referrals sold through Private Marketplace transactions.

•“Proprietary” means, when used in reference to our properties, the websites and other digital properties that we own and operate. Our proprietary properties are a source of Consumer Referrals on our platform.

•“Reorganization Transactions” means the series of reorganization transactions completed on October 27, 2020 in connection with our IPO.

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•“Senior Executives” means the Founders and the other current and former officers of the Company listed in Exhibit A to the Exchange Agreement. This term also includes any estate planning vehicles or other holding companies through which such persons hold their units in QLH.

•“Transaction Value” means the total gross dollars transacted by our partners on our platform.

•“Vertical” means a market dedicated to a specific set of products or services sold to end consumers. Examples include property & casualty insurance, health insurance, and life insurance.

•“White Mountains” means White Mountains Insurance Group, Ltd. and its affiliates.

Cautionary Statement Regarding Forward-Looking Statements and Risk Factor Summary

We are including this Cautionary Statement to caution investors and qualify for the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”) for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements. 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, but not limited to, the following:

•Our ability to attract and retain Supply Partners and Demand Partners to our platform and to make available quality Consumer Referrals at attractive volumes and prices to drive transactions on our platform;

•Our reliance on a limited number of Supply Partners and Demand Partners, many of which have no long-term contractual commitments with us, and any potential termination of those relationships;

•Fluctuations in customer acquisition spending by property and casualty insurance carriers due to unexpected changes in underwriting profitability as the carriers go through cycles in their business;

•Existing and future laws and regulations affecting the property & casualty insurance, health insurance and life insurance verticals;

•Changes and developments in the regulation of the underlying industries in which our partners operate;

•Competition with other technology companies engaged in digital customer acquisition, as well as buyers that attract consumers through their own customer acquisition strategies, third-party online platforms or other methods of distribution;

•Our ability to attract, integrate and retain qualified employees;

•Reductions in DTC digital spend by our buyers;

•Mergers and acquisitions could result in additional dilution and otherwise disrupt our operations and harm our operating results and financial condition;

•Our dependence on internet search companies to direct a significant portion of visitors to our suppliers’ websites and our proprietary websites;

•The terms and restrictions of our existing and future indebtedness;

•Disruption to operations as a result of future acquisitions;

•Our failure to obtain, maintain, protect and enforce our intellectual property rights, proprietary systems, technology and brand;

•Our ability to develop new offerings and penetrate new vertical markets;

•Our ability to manage future growth effectively;

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•Our reliance on data provided to us by our Demand and Supply Partners and consumers;

•The impact of broad-based pandemics or public health crises;

•Natural disasters, political crises, economic downturns, or other unexpected events;

•Significant estimates and assumptions in the preparation of our consolidated financial statements;

•Potential litigation and claims, including claims by regulatory agencies and intellectual property disputes;

•Our ability to collect our receivables from our partners;

•Fluctuations in our financial results caused by seasonality;

•The development of the DTC insurance distribution sector and evolving nature of our relatively new business model;

•Disruptions to or failures of our technological infrastructure and platform;

•Failure to manage and maintain relationships with third-party service providers;

•Cybersecurity breaches or other attacks involving our systems or those of our partners or third-party service providers;

•Our ability to protect consumer information and other data and risks of reputational harm due to an actual or perceived failure by us to protect such information and other data;

•Risks related to laws and regulation to which we are subject both in the U.S. and internationally, many of which are evolving;

•Risks related to changes in tax laws or exposure to additional income or other tax liabilities could affect our future profitability;

•Risks related to being a public company;

•Risks related to internal control over financial reporting;

•Risks related to shares of our Class A common stock;

•Risks related to our corporate structure; and

•The other risk factors described under Part I, Item 1A "Risk Factors" in our 2025 Annual Report on Form 10-K and under Part II, Item 1A "Risk Factors" in this Quarterly Report on Form 10-Q.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Quarterly Report on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Many of the important factors that will determine these results are beyond our ability to control or predict. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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Part I. Financial Information

Item 1. Financial Statements.

MediaAlpha, Inc. and subsidiaries

Consolidated Balance Sheets

(Unaudited; in thousands, except share data and per share amounts)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	26,051	$	46,876

Accounts receivable, net of allowance for credit losses of $762 and $717, respectively	133,796		123,019
Prepaid expenses and other current assets	5,358		4,477
Total current assets	165,205		174,372
Intangible assets, net	3,113		3,590
Goodwill	47,739		47,739
Deferred tax assets	143,699		149,734
Other assets	7,959		8,396
Total assets	$	367,715	$	383,831
Liabilities and stockholders' deficit
Current liabilities
Accounts payable	$	91,398	$	91,094
Accrued expenses	14,604		34,746
Current portion of long-term debt	7,167		21,807
Total current liabilities	113,169		147,647
Long-term debt, net of current portion	156,336		131,602
Liabilities under tax receivables agreement, net of current portion	116,564		124,212
Other long-term liabilities	10,738		9,564
Total liabilities	$	396,807	$	413,025
Commitments and contingencies (Note 5)
Stockholders' deficit
Class A common stock, $0.01 par value - 1.0 billion shares authorized; 54.6 million and 56.2 million shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	546		562
Class B common stock, $0.01 par value - 100 million shares authorized; 8.3 million and 8.3 million shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	83		83
Preferred stock, $0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Additional paid-in capital	470,131		483,825
Accumulated deficit	(468,843)		(480,310)
Total stockholders' equity attributable to MediaAlpha, Inc.	$	1,917	$	4,160
Non-controlling interests	(31,009)		(33,354)
Total stockholders' deficit	$	(29,092)	$	(29,194)
Total liabilities and stockholders' deficit	$	367,715	$	383,831

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Operations

(Unaudited; in thousands, except share data and per share amounts)


	Three Months Ended March 31,
	2026		2025
Revenue	$	310,004	$	264,309
Costs and operating expenses
Cost of revenue	263,305		222,670
Sales and marketing	5,328		5,626
Product development	5,455		4,886
General and administrative	13,542		17,595
Write-off of intangible assets	—		13,416
Total costs and operating expenses	287,630		264,193
Income from operations	22,374		116
Other (income), net	(615)		(456)
Interest expense	2,441		2,955
Total other expense, net	1,826		2,499
Income (loss) before income taxes	20,548		(2,383)
Income tax expense (benefit)	6,502		(49)
Net income (loss)	$	14,046	$	(2,334)
Net income (loss) attributable to non-controlling interest	2,579		(386)
Net income (loss) attributable to MediaAlpha, Inc.	$	11,467	$	(1,948)
Net income (loss) attributable to MediaAlpha, Inc. per share of Class A common stock
-Basic and diluted	$	0.21	$	(0.04)

Weighted average shares of Class A common stock outstanding
-Basic and diluted	55,846,097		55,632,321

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Stockholders’ Deficit

(Unaudited; in thousands, except share data)


	Class A common stock			Class B common stock			Additional Paid-In- Capital		Accumulated deficit		Non- Controlling Interest		Total Stockholders’ Deficit
	Units	Amount		Units	Amount		Amount		Amount		Amount		Amount
Balance at December 31, 2025	56,207,408	$	562	8,288,267	$	83	$	483,825	$	(480,310)	$	(33,354)	$	(29,194)


Vesting of restricted stock units	432,063	4		—	—		(4)		—		—		—
Equity-based compensation	—	—		—	—		7,259		—		—		7,259

Shares withheld on tax withholding on vesting of restricted stock units	—	—		—	—		(681)		—		—		(681)
Contributions from QLH’s members	—	—		—	—		—		—		274		274
Distributions to non-controlling interests	—	—		—	—		—		—		(508)		(508)
Repurchases of Class A common stock	(2,056,010)	(20)		—	—		(20,268)		—		—		(20,288)

Net income	—	—		—	—		—		11,467		2,579		14,046
Balance at March 31, 2026	54,583,461	$	546	8,288,267	$	83	$	470,131	$	(468,843)	$	(31,009)	$	(29,092)


	Class A common stock			Class B common stock			Additional Paid-In- Capital		Accumulated deficit		Non- Controlling Interest		Total Stockholders’ Deficit
	Units	Amount		Units	Amount		Amount		Amount		Amount		Amount
Balance at December 31, 2024	55,456,104	$	555	11,574,029	$	116	$	507,640	$	(505,933)	$	(48,610)	$	(46,232)


Vesting of restricted stock units	299,544	3		—	—		(3)		—		—		—
Equity-based compensation	—	—		—	—		6,707		—		—		6,707

Shares withheld on tax withholding on vesting of restricted stock units	—	—		—	—		(867)		—		—		(867)
Distributions to non-controlling interests	—	—		—	—		—		—		(107)		(107)
Vesting of performance-based restricted stock units	139,998	1		—	—		1,648		—		—		1,649


Net (loss)	—	—		—	—		—		(1,948)		(386)		(2,334)
Balance at March 31, 2025	55,895,646	$	559	11,574,029	$	116	$	515,125	$	(507,881)	$	(49,103)	$	(41,184)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited; in thousands)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net income (loss)	$	14,046	$	(2,334)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Equity-based compensation expense	7,259		7,024
Non-cash lease expense	261		227
Depreciation expense on property and equipment	74		62
Amortization of intangible assets	477		1,444
Amortization of deferred debt issuance costs	140		180

Loss on extinguishment of debt	235		—

Write-off of intangible assets	—		13,416
Credit losses	45		(95)
Deferred taxes	6,035		—
Tax receivables agreement	(