MediaAlpha reports $375.95M revenue for Q3 2026

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

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As of July 24, October 26, 2026, there were 52,975,711 50,903,805 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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Financial statements 136 changes

3 unchanged paragraphs

Cash and cash equivalents $ 23,745 18,677 $ 46,876

Accounts receivable, net of allowance for credit losses of $ 804 945 and $ 717 , respectively

Prepaid expenses and other current assets 6,028 7,087 4,477

Total current assets 171,340 192,709 174,372

Intangible assets, net 2,635 2,157 3,590

1 unchanged paragraph

Other assets 7,583 8,396

Total assets $ 359,816 $ 383,831

Accounts payable $ 113,404 $ 91,094

Accrued expenses 12,506 34,746

Total liabilities $ 364,764 $ 413,025

Deferred tax assets 130,519 122,823 149,734

Other assets 6,797 8,396

Total assets $ 372,225 $ 383,831

Liabilities and stockholders' equity (deficit)

Accounts payable $ 121,718 $ 91,094

Accrued expenses 16,814 34,746

Current portion of long-term debt 7,168 7,172 21,807

Total current liabilities 133,078 145,704 147,647

Long-term debt, net of current portion 169,542 167,748 131,602

Liabilities under tax receivables agreement, net of current portion 50,951 29,577 124,212

Other long-term liabilities 11,193 9,439 9,564

Total liabilities $ 352,468 $ 413,025

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Stockholders' deficit

Total stockholders' deficit

Stockholders' equity (deficit)

Class A common stock, $ 0.01 par value - 1.0 billion shares authorized; 53.0 52.7 million and 56.2 million shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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 June September 30, 2026 and December 31, 2025, respectively

Preferred stock, $ 0.01 par value - 50 million shares authorized; 0 shares issued and outstanding as of June September 30, 2026 and December 31, 2025

Additional paid-in capital 457,204 454,368 483,825

Total stockholders' equity attributable to MediaAlpha, Inc. $ 28,412 51,327 $ 4,160 ( 33,360 31,570 ) ( 33,354 )

Total stockholders' equity (deficit) $ 19,757 $ ( 29,194 )

Total liabilities and stockholders' equity (deficit) $ 359,816 372,225 $ 383,831

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June 30, Six Months Ended

Revenue $ 316,875 $ 251,622 $ 626,879 $ 515,931

September 30, Nine Months Ended

Revenue $ 375,946 $ 306,514 $ 1,002,825 $ 822,445

1 unchanged paragraph

Cost of revenue 271,701 213,935 535,006 436,605

Sales and marketing 5,161 5,228 10,489 10,854

Product development 6,043 5,353 11,498 10,239

General and administrative 14,008 47,148 27,550 64,743

Cost of revenue 320,618 263,108 855,624 699,713

Sales and marketing 5,245 5,224 15,734 16,078

Product development 6,211 5,829 17,709 16,068

General and administrative 15,038 12,620 42,588 77,363

1 unchanged paragraph

Total costs and operating expenses 296,913 271,664 584,543 535,857

Income (loss) from operations 19,962 ( 20,042 ) 42,336 ( 19,926 )

Other (income), net ( 37,903 ) ( 695 ) ( 38,518 ) ( 1,151 )

Interest expense 2,774 2,870 5,215 5,825

Total other (income) expense, net ( 35,129 ) 2,175 ( 33,303 ) 4,674

Income (loss) before income taxes 55,091 ( 22,217 ) 75,639 ( 24,600 )

Income tax expense 13,308 316 19,810 267

Net income (loss) $ 41,783 $ ( 22,533 ) $ 55,829 $ ( 24,867 )

Net income (loss) attributable to non-controlling interest 2,345 ( 3,791 ) 4,924 ( 4,177 )

Net income (loss) attributable to MediaAlpha, Inc. $ 39,438 $ ( 18,742 ) $ 50,905 $ ( 20,690 )

Total costs and operating expenses 347,112 286,781 931,655 822,638

Income (loss) from operations 28,834 19,733 71,170 ( 193 )

Other (income), net ( 11,093 ) ( 772 ) ( 49,611 ) ( 1,923 )

Interest expense 2,760 2,808 7,975 8,633

Total other (income) expense, net ( 8,333 ) 2,036 ( 41,636 ) 6,710

Income (loss) before income taxes 37,167 17,697 112,806 ( 6,903 )

Income tax expense 7,807 54 27,617 321

Net income (loss) $ 29,360 $ 17,643 $ 85,189 $ ( 7,224 )

Net income (loss) attributable to non-controlling interests 3,606 2,736 8,530 ( 1,441 )

Net income (loss) attributable to MediaAlpha, Inc. $ 25,754 $ 14,907 $ 76,659 $ ( 5,783 )

1 unchanged paragraph

-Basic $ 0.73 $ ( 0.33 ) $ 0.93 $ ( 0.37 )

-Diluted $ 0.65 $ ( 0.33 ) $ 0.86 $ ( 0.37 )

-Basic $ 0.49 $ 0.26 $ 1.41 $ ( 0.10 )

-Diluted $ 0.46 $ 0.26 $ 1.32 $ ( 0.11 )

1 unchanged paragraph

-Basic 53,747,946 56,141,117 54,791,225 55,888,125

-Diluted 62,072,166 56,141,117 63,115,445 55,888,125

-Basic 53,085,522 56,617,837 54,216,410 56,134,035

-Diluted 62,830,870 56,617,837 62,540,630 67,420,272

2 unchanged paragraphs

Consolidated Statements of Stockholders Equity (Deficit)

19 unchanged paragraphs

common stock Class B

common stock Additional

Vesting of restricted stock units 493,123 5 ( 5 )

Equity-based compensation 8,123 8,123

Shares withheld for taxes on vesting of restricted stock units ( 1,627 ) ( 1,627 )

Contributions from QLH s members 6 6

Distributions to non-controlling interests ( 1,822 ) ( 1,822 )

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and 56 more changes in the filing

Note 1: Summary of significant accounting policies 18 changes

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

3 unchanged paragraphs

Accounts receivable are net of allowances for credit losses of $ 0.8 0.9 million and $ 0.7 million as of June September 30, 2026 and December 31, 2025, respectively.

4 unchanged paragraphs

June September 30, 2026 Three Months Ended

1 unchanged paragraph

Revenue 3 $ 182 57 % 2 $ 125 50 %

Purchases 2 $ 82 30 % 2 $ 53 25 %

June 30, 2026 Six Months Ended

Revenue 3 $ 224 60 % 2 $ 161 53 %

Purchases 2 $ 90 28 % 2 $ 79 30 %

September 30, 2026 Nine Months Ended

1 unchanged paragraph

Revenue 3 $ 363 58 % 2 $ 247 48 %

Purchases 2 $ 148 28 % 1 $ 60 14 %

Revenue 3 $ 584 58 % 2 $ 408 50 %

Purchases 2 $ 238 28 % 2 $ 178 26 %

As of June September 30, 2026 As of December 31, 2025

1 unchanged paragraph

Accounts receivable 4 $ 96 68 116 70 % 3 $ 59 49 %

Accounts payable 2 $ 44 39 29 24 % 1 $ 25 27 %

1 unchanged paragraph

The Company is party to the tax receivables agreement ("TRA"), under which it is contractually obligated to pay certain existing and prior holders of Class B-1 units 85 % of the amount of any tax benefits that the Company actually realizes, or in some cases are deemed to realize as a result of certain transactions. As of June September 30, 2026 and December 31, 2025, the Company had accrued $ 54.7 31.9 million and $ 131.1 million, respectively, for estimated payments under the TRA. During the three and six nine months ended June September 30, 2026, payments of $ 0 and $ 7.0 million, respectively, were made pursuant to the TRA. During the three and six nine months ended June September 30, 2025, no payments were made pursuant to the TRA. On June 25, 2026, the Company entered into an Assignment, Assumption and Termination Agreement (the "Agreement") with Insignia, pursuant to which the Company purchased Insignia's interest in the TRA, as discussed further in Note 9 - Income Taxe s. To provide the Company with the cash to repurchase Insignia s TRA interest, QLH made a pro rata distribution to certain holders of Class B-1 units.

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

7 unchanged paragraphs

Note 2: Disaggregation of revenue 16 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

3 unchanged paragraphs

Total $ 316,875 $ 251,622 $ 626,879 $ 515,931

Total $ 375,946 $ 306,514 $ 1,002,825 $ 822,445

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Property & casualty insurance $ 308,795 $ 227,162 $ 601,583 $ 450,407

Health insurance 2,734 18,074 13,899 52,011

Life insurance 5,127 5,225 10,968 10,798

Other 219 1,161 429 2,715

Total $ 316,875 $ 251,622 $ 626,879 $ 515,931

Property & casualty insurance $ 365,916 $ 287,838 $ 967,499 $ 738,245

Health insurance 2,924 12,856 16,823 64,867

Life insurance 6,804 5,568 17,772 16,366

Other 302 252 731 2,967

Total $ 375,946 $ 306,514 $ 1,002,825 $ 822,445

Note 3: Goodwill and intangible assets 9 changes

1 unchanged paragraph

June September 30, 2026 December 31, 2025

5 unchanged paragraphs

Intangible assets $ 26,967 $ ( 24,332 24,810 ) $ 2,635 2,157 $ 26,967 $ ( 23,377 ) $ 3,590

1 unchanged paragraph

Amortization expense related to intangible assets was $ 0.5 million and $ 0.5 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 1.0 1.4 million and $ 2.0 2.5 million for the six nine months ended June September 30, 2026 and 2025, respectively. During the six nine months ended June September 30, 2025, the Company recognized a charge of $ 13.4 million related to the write-off of customer relationships and trademarks, trade names, and domain names acquired as part of the acquisition of Customer Helper Team, LLC as the Company did not intend to use or expect any future economic benefits from these intangible assets. The Company has no accumulated impairment of goodwill.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

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Amortization ( 955 ) ( 2,979 )

Amortization ( 1,433 ) ( 2,979 )

1 unchanged paragraph

Ending balance $ 47,739 $ 2,635 2,157 $ 47,739 $ 3,590

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

1 unchanged paragraph

2026 Remaining Period $ 956 478

Note 4: Long-term debt 25 changes

1 unchanged paragraph

(in thousands) June 30,

(in thousands) September 30,

5 unchanged paragraphs

Total debt $ 176,710 $ 153,409

Total debt $ 174,920 $ 153,409

Less: current portion, net of debt issuance costs of $ 332 328 and $ 357 , respectively ( 7,168 7,172 ) ( 21,807 )

Total long-term debt $ 169,542 167,748 $ 131,602

3 unchanged paragraphs

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

1 unchanged paragraph

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

1 unchanged paragraph

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

3 unchanged paragraphs

June 30, Six Months Ended

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

September 30, Nine Months Ended

1 unchanged paragraph

2026 Term Loan Facility $ 2.3 2.4 $ $ 2.5 4.9 $

2026 Revolving Credit Facility $ 0.3 0.5 $ $ 0.3 0.9 $

2021 Term Loan Facility $ $ 2.6 $ 2.0 $ 5.4 8.0

2021 Revolving Credit Facility $ $ 0.1 $ 0.1 $ 0.3 0.4

1 unchanged paragraph

2026 Credit Facility $ 0.1 $ $ 0.1 0.3 $

2021 Credit Facility $ $ 0.2 $ 0.1 $ 0.4 0.5

As of June September 30, 2026, the Company s borrowing capacity available under the 2026 Revolving Credit Facility was $ 30.0 million. In addition to the amount drawn at the time of entering into Amendment and Restatement Agreement, during the three nine months ended June September 30, 2026, the Company drew $ 15.0 million was drawn on the 2026 Revolving Credit Facility. Subsequently, in October 2026, the Company drew an additional $ 10.0 million on the 2026 Revolving Credit Facility for general working capital purposes. The undrawn portion of the 2026 Revolving Credit Facility carries a commitment fee that ranges from 0.30 % to 0.50 % based on the Company s consolidated total net leverage ratio, and such fee was 0.35 % as of June September 30, 2026. As of June September 30, 2026, the Company s interest rate on the outstanding borrowings under the 2026 Term Loan Facility was 5.98 6.32 % and the weighted-average interest rate under the 2026 Revolving Credit Facility was 5.99 6.32 %.

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

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

1 unchanged paragraph

Total debt $ 176,710

2026 Remaining Period $ 3,750 1,875

Unamortized debt issuance costs ( 1,415 1,330 )

Total debt $ 174,920

Note 5: Commitments and contingencies 6 changes

2 unchanged paragraphs

On February 21, 2023, the Company received a civil investigative demand from the FTC regarding compliance with the FTC Act and the Telemarketing Sales Rule ("TSR"), as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. On October 30, 2024, the Company received a letter from the staff of the FTC (the "FTC Staff") stating that the FTC Staff was prepared to recommend the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the Telemarketing Sales Rule TSR and the Government and Business Impersonation Rule (the "Impersonation Rule").

1 unchanged paragraph

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

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

During the three and six nine months ended June September 30, 2025, the Company recorded charges of $ 33.0 million 0 and $ 38.0 million, respectively, to increase the loss reserve established in connection with the FTC Matter. Legal fees incurred by the Company in connection with the FTC Matter during the three and six nine months ended June September 30, 2026 were immaterial , and during the three and six nine months ended June September 30, 2025 were $ 2.3 0.2 million and $ 4.1 4.3 million, respectively, and are included within general and administrative expenses on the consolidated statement of operations.

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

As of June September 30, 2026 and December 31, 2025, the Company did no t have any other material contingency reserves established for litigation liabilities.

Note 6: Equity-based compensation 23 changes

June 30, Six Months Ended

Equity-based compensation cost recognized for equity-based awards outstanding during the three and six nine months ended June September 30, 2026 and 2025 was as follows:

September 30, Nine Months Ended

1 unchanged paragraph

Restricted stock units $ 8,143 $ 8,112 15,341 14,819

Total equity-based compensation $ 8,472 $ 8,112 $ 15,731 $ 15,136

June 30, Six Months Ended

Restricted stock units $ 7,541 $ 7,662 $ 22,882 $ 22,481

Performance-based restricted stock units 329 390 582 972 317

Total equity-based compensation $ 8,123 $ 7,662 $ 23,854 $ 22,798

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

September 30, Nine Months Ended

1 unchanged paragraph

Cost of revenue $ 106 $ 277 $ 249 $ 571

Sales and marketing 1,338 1,457 2,580 2,740

Product development 1,638 1,498 2,944 2,746

General and administrative 5,390 4,880 9,958 9,079

Total equity-based compensation $ 8,472 $ 8,112 $ 15,731 $ 15,136

Cost of revenue $ 83 $ 265 $ 332 $ 836

Sales and marketing 1,166 1,300 3,746 4,040

Product development 1,537 1,371 4,481 4,117

General and administrative 5,337 4,726 15,295 13,805

Total equity-based compensation $ 8,123 $ 7,662 $ 23,854 $ 22,798

As of June September 30, 2026, total unrecognized compensation cost related to unvested restricted stock units and unvested performance-based restricted stock units were $ 64.1 56.3 million and $ 3.6 4.4 million , respectively, which are expected to be recognized over weighted-average periods of 2.82 2.62 years and 2.71 2.45 years, respectively.

1 unchanged paragraph

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

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Note 7: Stockholders' Deficit 3 changes

On October 28, 2025, the Company's Board of Directors authorized a Share Repurchase Program to repurchase up to $ 50.0 million of shares of Class A common stock. Subsequently, on February 18, 2026, the Company s Board of Directors authorized an increase in the Repurchase Program by $ 50.0 million, to a total of up to $ 100.0 million ("Repurchase Program"). During the three and six nine months ended June September 30, 2026, 2,200,212 818,710 and 4,256,222 5,074,932 shares of Class A common stock were repurchased under the Repurchase Program for aggregate consideration of $ 20.3 9.2 million and $ 40.6 49.8 million, respectively. The difference between the repurchase price and the par value of the shares of Class A common stock repurchased, together with any excise tax payable, was recorded as an adjustment to additional-paid-in capital. The shares repurchased were immediately retired and returned to the status of authorized but unissued shares of Class A common stock.

The Company may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods. The timing and amount of any share repurchases will be determined by the Company s management in its discretion based on their ongoing evaluation of market and economic conditions, the trading price and volume of the Company s Class A common stock, the Company s capital needs and investment opportunities, and other factors. As of June September 30, 2026, the Company had repurchased 5,373,586 6,192,296 shares of Class A common stock for aggregate consideration of $ 54.9 64.1 million as part of the Repurchase Program. As of that date, the Company has had $ 45 36 million remaining under the Repurchase Program. and The Company may suspend or discontinue the Repurchase Program at any time, and it does not obligate the Company to acquire any fixed amount of Class A common stock The Repurchase Program does not obligate the Company to repurchase a fixed number of shares and any repurchases were accounted for as of the trade date with a corresponding liability.

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

Note 8: Fair Value Measurements 1 change

1 unchanged paragraph

The Company s financial instruments measured at fair value on a non-recurring basis consist of Long-Term Debt. As of June September 30, 2026, the carrying amounts of the 2026 Term Loan Facility and the 2026 Revolving Credit Facility approximate their respective fair values. The Company used a discounted cash flow analysis to estimate the fair value of the long-term debt, using an adjusted discount rate of 6.00 7.00 % and the estimated payments under the 2026 Term Loan Facility until maturity, including interest payable based on the Company's forecasted total net leverage ratio.

Note 9: Income taxes 17 changes

2 unchanged paragraphs

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Income (loss) before income taxes $ 55,091 $ ( 22,217 ) $ 75,639 $ ( 24,600 )

Income tax expense $ 13,308 $ 316 $ 19,810 $ 267

Effective Tax Rate 24.2 % ( 1.4 ) % 26.2 % ( 1.1 ) %

Income (loss) before income taxes $ 37,167 $ 17,697 $ 112,806 $ ( 6,903 )

Income tax expense $ 7,807 $ 54 $ 27,617 $ 321

Effective Tax Rate 21.0 % 0.3 % 24.5 % ( 4.7 ) %

The Company's effective tax rate of 24.2 % and 26.2 % for the three months ended September 30, 2026 was 21.0 % and six for the nine months ended June September 30, 2026 respectively, was 24.5 % which differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of income not taxable to the Company associated with the non-controlling interest, interests, nondeductible officers' compensation, state taxes, and nondeductible equity-based compensation. The Company's effective tax rate of ( 1.4 0.3 % and ( 1.1 4.7 )% for the three and six nine months ended June September 30, 2025, respectively, differed from the U.S. federal statutory tax rate of 21% due primarily to the tax impacts of changes in valuation allowance.

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

During the three and nine months ended September 30, 2026, holders of Class B-1 units exchanged zero units. During the three and nine months ended September 30, 2025, holders of Class B-1 units exchanged 3,270,762 units, respectively, together with an equal number of shares of Class B common stock, for shares of Class A common stock on a one -for-one basis ( Exchanges ). In connection with the Exchanges, the Company did not establish any additional liabilities related to the TRA, which are presented within additional paid-in capital in its consolidated statements of stockholders deficit. In connection with the Exchanges and the changes to the carrying value of the non-controlling interests, the Company also recognizes deferred tax assets associated with the basis difference in its investment in QLH through additional-paid-in-capital, but during the three and nine months ended September 30, 2025, the Company did not recognize any additional deferred tax assets as the Company had recognized a full valuation allowance on its deferred tax assets.

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

2 unchanged paragraphs

During the three and six months ended June 30, 2026 and 2025, holders of Class B-1 units exchanged zero units.

The Company believes it can generate sufficient future taxable income and determined that making payments under the TRA is probable under ASC 450 Contingencies. The Company recorded a liability of $ 54.7 31.9 million and $ 131.1 million as of June September 30, 2026 and December 31, 2025, respectively, of which $ 3.7 2.3 million and $ 6.9 million, respectively, were classified as current within accrued expenses in the consolidated balance sheets.

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

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

On September 9, 2026, the Company entered into the PLX Agreement, pursuant to which the Company purchased PLX's interest in the TRA for $ 12.0 million in cash ("PLX TRA Settlement"). As of June 30, 2026, the Company's estimated liability under the TRA was $ 54.7 million, of which $ 22.7 million related to PLX. The PLX TRA Settlement resulted in a gain of $ 10.7 million, which was recorded within other (income) expense, net in the Company's consolidated statement of operations. The terms of the transaction were approved by the Company's Board of Directors, a majority of which is composed of independent and disinterested directors who are independent of, and not affiliated with, the counterparties to the TRA or their respective affiliates. The PLX Agreement did not constitute a change of control or an early termination under the TRA. Remaining payments under the TRA will continue with respect to the remaining counterparties. The Company funded the purchase price from cash on hand.

Note 10: Net Income (Loss) Per Share 32 changes

1 unchanged paragraph

June 30, Six Months Ended

September 30, Nine Months Ended

1 unchanged paragraph

Net income (loss) $ 41,783 $ ( 22,533 ) $ 55,829 $ ( 24,867 )

Less: net income (loss) attributable to non-controlling interest 2,345 ( 3,791 ) 4,924 ( 4,177 )

Net income (loss) attributable to MediaAlpha, Inc. $ 39,438 $ ( 18,742 ) $ 50,905 $ ( 20,690 )

Net income (loss) $ 29,360 $ 17,643 $ 85,189 $ ( 7,224 )

Less: net income (loss) attributable to non-controlling interests 3,606 2,736 8,530 ( 1,441 )

Net income (loss) attributable to MediaAlpha, Inc. $ 25,754 $ 14,907 $ 76,659 $ ( 5,783 )

4 unchanged paragraphs

June 30, 2026 Six Months Ended

September 30, Nine Months Ended

(in thousands except share data and per share amount) Three Months Ended 2026 2026 2025

Net income (loss) $ 29,360 $ 85,189 $ ( 7,224 )

Add: incremental tax benefits expense related to exchange of Class B-1 units ( 1,141 700 ) ( 1,835 2,535 )

Net income (loss) available for diluted common shares $ 28,660 $ 82,654 $ ( 7,224 )

1 unchanged paragraph

Class A common stock 53,747,946 54,791,225

Class A common stock 53,085,522 54,216,410 56,134,035

Class B-1 units 8,324,220 8,324,220 11,286,237

Restricted stock units 1,421,128

Weighted-average shares of Class A common stock and potential Class A common stock 62,072,166 63,115,445 62,830,870 62,540,630 67,420,272

Net income (loss) attributable to MediaAlpha, Inc. per share of Class A common stock - diluted $ 0.65 0.46 $ 0.86 1.32 $ ( 0.11 )

1 unchanged paragraph

Restricted stock units 6,251,678 5,521,475

Potentially dilutive shares 6,251,678 17,131,457

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

June September 30, 2026 June September 30, 2025

QLH Class B-1 Units 11,609,982 8,339,220

Restricted stock units 5,047,852

Potentially dilutive shares 13,387,072

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

September 30, 2026 September 30, 2025

Restricted stock units 5,614,029 5,047,852

Potentially dilutive shares 5,614,029 5,047,852

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

Note 12: Leases 2 changes

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

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

1 unchanged paragraph

MD&A 348 changes

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We connect insurance carriers with online shoppers through the most efficient customer acquisition marketplace. We help insurance carriers and distributors target and acquire consumers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the leading customer acquisition infrastructure for insurance carriers, supporting $1.2 $1.3 billion in Revenue across our platform from our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance over the twelve-month period ended June September 30, 2026.

We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a Demand Partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a Supply Partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. During the twelve-month period ended June September 30, 2026, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.3 11.0 million Consumer Referrals on our platform each month.

2 unchanged paragraphs

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

1 unchanged paragraph

Revenue $ 316.9 65.3 25.9% $ 251.6

n/m - Not Meaningful

June September 30, 2026 $ % Three Months Ended

Revenue $ 375.9 69.4 22.7% $ 306.5

Net Income $ 29.4 11.8 66.4% $ 17.6

1 unchanged paragraph

For the three months ended June September 30, 2026, revenue was $316.9 $375.9 million, an increase of 25.9% 22.7% compared with the three months ended June September 30, 2025, driven primarily by significant increases in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers, Demand Partners who increased marketing budgets significantly as they continue continued to focus on growth and increasing market share in response to strong underwriting profitability. This growth was offset in part by a decline in revenue from our Health insurance vertical, in both under-65 health and Medicare, due primarily to our decision in early 2026 to scale back the under-65 health sub-vertical.

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $47.2 $57.4 million for the three months ended June September 30, 2026, a year-over-year increase of 18.4%, 25.8%, driven primarily by a higher mix of Open Marketplace transactions, offset in part by the our scaling back in of the under-65 health sub-vertical. Contribution Margin was 14.9% 15.3% in the three months ended June September 30, 2026, compared with 15.8% 14.9% in the three months ended June September 30, 2025.

Net income for the three months ended June September 30, 2026 was $41.8 $29.4 million, compared with a net loss income of $22.5 $17.6 million for the three months ended June September 30, 2025, due primarily to a $37.7 $10.7 million gain on extinguishment of a portion of the liability under the tax receivables agreement resulting from our repurchase of Insignia's interest in the interests of Parallaxes Mars, LLC, Parallaxes Mars II, LLC, and Parallaxes Mars III, LLC's (collectively, PLX ) under the TRA and an increase in gross profit, offset in part by higher income tax expense. In addition, during the three months ended June 30, 2025, we incurred a charge of $33.0 million to increase our reserve related to the FTC Matter.

Adjusted EBITDA for the three months ended June September 30, 2026 was $29.3 $39.5 million, a year-over-year increase of 19.5%, 35.8%, due primarily to higher contribution. gross profit.

On June 25, September 9, 2026, we entered into an Assignment, Assumption and Termination Agreement with Insignia, PLX, pursuant to which we purchased Insignia's PLX's interest in the TRA for $31.0 $12.0 million in cash ("PLX TRA Settlement"). As of March 31, June 30, 2026, our estimated future liability under the TRA was $123.4 $54.7 million, of which $68.7 $22.7 million related to Insignia. PLX. The PLX TRA Settlement resulted in a gain of $37.7 $10.7 million which was recorded within other (income) expense, net in the consolidated statement of operations.

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Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform. We retain and attract Demand Partners in part by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the six nine months ended June September 30, 2026, 16 of the top 20 largest auto insurance carriers by customer acquisition spend in 2025 were active on our platform.

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Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by Demand Partners on our platform decreased to 28.6 33.2 million and 62.8 96.0 million for the three and six nine months ended June September 30, 2026, respectively, from 34.0 36.5 million and 69.0 105.5 million for the three and six nine months ended June September 30, 2025, respectively, due primarily to our actions to scale back the under-65 Health sub-vertical. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend. We expect artificial intelligence (AI) based platforms, including large language models, to become significant traffic acquisition sources for us and our Supply Partners and drive incremental traffic to our marketplace.

Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry. These cycles in the P&C insurance industry are characterized by periods of soft market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and hard market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our Demand Partners in the P&C insurance industry go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. For example, beginning in the second half of 2021, the P&C insurance industry entered a hard market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during 2024 and 2025 as the industry re-entered a soft market and multiple carriers meaningfully increased their spending in our marketplaces. During the first half nine months of 2026, the ongoing geopolitical conflict in the Middle East has caused significant increases in energy prices and disruption in supply chains for certain products. In the event that such war conflict escalates or continues for an extended period of time, it could result in higher prices and/or supply chain disruptions for auto parts, driving up automobile claims costs and negatively impacting P&C insurance carrier underwriting profitability, which could cause them to reduce their customer acquisition spending on our platform. We have not seen any material impact of these events on carrier spending levels on our platform to date.

8 unchanged paragraphs

Consumer Referrals transacted, which is a negotiated percentage of the Transaction Value of such transactions. We do not make any payments to Supply Partners in our Private Marketplace transactions.

In our Private Marketplace transactions, Supply Partners and Demand Partners contract with one another directly. In these transactions, we act as an agent, facilitating the sale of Consumer Referrals between these Supply and Demand Partners, by providing access to our platform to the Supply Partner for their use as a tracking, reporting, optimization, and analytics tool in transacting with the Demand Partner, and we generate revenue by charging the Supply Partner a platform fee on the Consumer Referrals transacted, which is a negotiated percentage of the Transaction Value of such transactions. We do not make any payments to Supply Partners in our Private Marketplace transactions.

9 unchanged paragraphs

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

1 unchanged paragraph

MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc. s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH s taxable income or loss is passed through to its members, including MediaAlpha, Inc., pro-rata to their ownership interest in QLH. Accordingly, as our ownership interest in QLH increases, our share of the taxable income (loss) of QLH also increases. As of June September 30, 2026, our ownership interest in QLH was 86.4%.

Net income (loss) attributable to non-controlling interest interests

Net income (loss) is attributed to non-controlling interests in accordance with QLH s limited liability company agreement. We allocate a share of the pre-tax income (loss) of the QLH incurred subsequent to the Reorganization Transactions to the non-controlling interest interests holders pro-rata to their ownership interest in QLH.

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

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended June September 30, 2026 and 2025:

1 unchanged paragraph

Revenue $ 316,875 100.0 % $ 251,622 100.0 %

Revenue $ 375,946 100.0 % $ 306,514 100.0 %

1 unchanged paragraph

Cost of revenue 271,701 85.7 % 213,935 85.0 %

Sales and marketing 5,161 1.6 % 5,228 2.1 %

Product development 6,043 1.9 % 5,353 2.1 %

General and administrative 14,008 4.4 % 47,148 18.7 %

Total costs and operating expenses 296,913 93.7 % 271,664 108.0 %

Income (loss) from operations 19,962 6.3 % (20,042) (8.0) %

Other (income), net (37,903) (12.0) % (695) (0.3) %

Interest expense 2,774 0.9 % 2,870 1.1 %

Total other (income) expense, net (35,129) (11.1) % 2,175 0.9 %

Income (loss) before income taxes 55,091 17.4 % (22,217) (8.8) %

Income tax expense 13,308 4.2 % 316 0.1 %

Net income (loss) $ 41,783 13.2 % $ (22,533) (9.0) %

Net income (loss) attributable to non-controlling interest 2,345 0.7 % (3,791) (1.5) %

Net income (loss) attributable to MediaAlpha, Inc. $ 39,438 12.4 % $ (18,742) (7.4) %

-Basic $ 0.73 $ (0.33)

-Diluted $ 0.65 $ (0.33)

Cost of revenue 320,618 85.3 % 263,108 85.8 %

Sales and marketing 5,245 1.4 % 5,224 1.7 %

Product development 6,211 1.7 % 5,829 1.9 %

General and administrative 15,038 4.0 % 12,620 4.1 %

Total costs and operating expenses 347,112 92.3 % 286,781 93.6 %

Income from operations 28,834 7.7 % 19,733 6.4 %

Other (income), net (11,093) (3.0) % (772) (0.3) %

Interest expense 2,760 0.7 % 2,808 0.9 %

Total other (income) expense, net (8,333) (2.2) % 2,036 0.7 %

Income before income taxes 37,167 9.9 % 17,697 5.8 %

Income tax expense 7,807 2.1 % 54 0.0 %

Net income $ 29,360 7.8 % $ 17,643 5.8 %

Net income attributable to non-controlling interests 3,606 1.0 % 2,736 0.9 %

Net income attributable to MediaAlpha, Inc. $ 25,754 6.9 % $ 14,907 4.9 %

Net income (loss) attributable to MediaAlpha, Inc. per share of Class A common stock

-Basic $ 0.49 $ 0.26

-Diluted $ 0.46 $ 0.26

1 unchanged paragraph

-Basic 53,747,946 56,141,117

-Diluted 62,072,166 56,141,117

-Basic 53,085,522 56,617,837

-Diluted 62,830,870 56,617,837

The following table presents our revenue, disaggregated by vertical, for the three months ended June September 30, 2026 and 2025, and the dollar and percentage changes between the two periods:

1 unchanged paragraph

Property & Casualty insurance $ 308,795 $ 81,633 35.9 % $ 227,162

Health insurance 2,734 (15,340) (84.9) % 18,074

Life insurance 5,127 (98) (1.9) % 5,225

Other 219 (942) (81.1) % 1,161

Revenue $ 316,875 $ 65,253 25.9 % $ 251,622

June September 30, 2026 $ % Three Months Ended

Property & Casualty insurance $ 365,916 $ 78,078 27.1 % $ 287,838

Percentage of total revenue 97.4 97.3 % 90.3 93.9 %

Health insurance 2,924 (9,932) (77.3) % 12,856

Percentage of total revenue 0.9 0.8 % 7.2 4.2 %

Life insurance 6,804 1,236 22.2 % 5,568

Percentage of total revenue 1.6 1.8 % 2.1 1.8 %

Other 302 50 19.8 % 252

Percentage of total revenue 0.1 % 0.4 0.1 %

Revenue $ 375,946 $ 69,432 22.7 % $ 306,514

The increase in P&C insurance revenue for the three months ended June September 30, 2026, compared with the three months ended June September 30, 2025, was driven primarily by an increase in customer acquisition spending by P&C insurance Demand Partners, including higher participation by a broader group of carriers Demand Partners who increased marketing budgets significantly as competition for policy growth intensified. During the three months ended September 30, 2026, three Demand Partners each represented more than 10% of revenue, compared with the three months ended September 30, 2025, in which two Demand Partners each represented more than 10% of revenue.

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and 268 more changes in the filing

Market risk 15 changes

1 unchanged paragraph

The 2026 Credit Facilities bear interest at a variable rate. As a result, we may be exposed to fluctuations in interest rates to the extent of our outstanding borrowings under the 2026 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities and 2026 Credit Facilities would have resulted in a $0.8 $1.3 million impact on interest expense for the six nine months ended June September 30, 2026.

4 unchanged paragraphs

June September 30, 2026 Three Months Ended

1 unchanged paragraph

Revenue 3 $ 182 57 % 2 $ 125 50 %

Purchases 2 $ 82 30 % 2 $ 53 25 %

June 30, 2026 Six Months Ended

Revenue 3 $ 224 60 % 2 $ 161 53 %

Purchases 2 $ 90 28 % 2 $ 79 30 %

September 30, 2026 Nine Months Ended

1 unchanged paragraph

Revenue 3 $ 363 58 % 2 $ 247 48 %

Purchases 2 $ 148 28 % 1 $ 60 14 %

Revenue 3 $ 584 58 % 2 $ 408 50 %

Purchases 2 $ 238 28 % 2 $ 178 26 %

As of June September 30, 2026 As of December 31, 2025

1 unchanged paragraph

Accounts receivable 4 $ 96 68 116 70 % 3 $ 59 49 %

Accounts payable 2 $ 44 39 29 24 % 1 $ 25 27 %

Controls and procedures 2 changes

1 unchanged paragraph

As of June September 30, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act )) to determine whether such disclosure controls and procedures provide reasonable assurance that information to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and such information is accumulated and communicated to management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our principal executive officer and our principal financial officer have concluded our disclosure controls and procedures were effective to provide reasonable assurance as of June September 30, 2026.

1 unchanged paragraph

There was no change in our internal control over financial reporting during the three months ended June September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2 unchanged paragraphs

Unregistered sales of stock 9 changes

2 unchanged paragraphs

April 1 through April 30 629,618 $ 9.64 629,618 $ 59,377,202

May 1 through May 31 1,001,898 $ 8.65 884,409 $ 51,676,653

June 1 through June 30 686,185 $ 9.48 686,185 $ 45,186,394

Total 2,317,701 $ 9.16 2,200,212

The following table provides information about the Company's share repurchase activity for the three months ended June September 30, 2026:

July 1 through July 31 10,603 $ 12.81 10,603 $ 45,050,754

August 1 through August 31 123,530 $ 13.17 $ 45,050,754

September 1 through September 30 808,107 $ 11.25 808,107 $ 35,975,501 (1) On October 28, 2025, our Board of Directors authorized a new Share Repurchase Program to repurchase up to $50.0 million of shares of Class A common stock, and on February 18, 2026 our Board authorized an increase in such program to up to $100.0 million. We may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods.

(2) For May August 2026, 117,489 123,530 shares of Class A Common Stock were withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units issued to employees of the Company. The Company withheld these shares at their fair market values based upon the closing prices of its Class A Common Shares as reported by the NYSE on the day preceding the vesting dates.

1 unchanged paragraph

Other information 3 changes

2 unchanged paragraphs

On May 13, September 10, 2026 , Keith Cramer Steve Yi , our Chief Revenue Executive Officer , adopted a new Rule 10b5-1 trading plan. Mr. Cramer Yi s trading plan provides for the sale of up to 84,000 1,000,000 shares of the Company s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or April 21, May 28, 2027 . The total shares that may be sold under the plan represent approximately 18% 15% of the total shares (vested and unvested) owned by Mr. Cramer Yi and OBF Investments, LLC, which is owned by trusts for the benefit of Mr. Yi and members of his family, as of June September 30, 2026.

On September 10, 2026 , Eugene Nonko , our Chief Architect , adopted a new Rule 10b5-1 trading plan. Mr. Nonko s trading plan provides for the sale of up to 1,272,204 shares of the Company s Class A common stock, in amounts and at prices determined in accordance with formulas set forth in the plan. The plan terminates on the earlier of the date all shares under the plan are sold or May 28, 2027 . The total shares that may be sold under the plan represent approximately 23% of the total shares (vested and unvested) owned by Mr. Nonko and his family investment entities as of September 30, 2026.

During the three months ended June September 30, 2026, no other director or officer of the Company adopted /modified and/or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K of the Exchange Act.