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What changed in MediaAlpha, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MediaAlpha, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+369 added−371 removedSource: 10-K (2026-02-23) vs 10-K (2025-02-24)

Top changes in MediaAlpha, Inc.'s 2025 10-K

369 paragraphs added · 371 removed · 279 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

79 edited+15 added−7 removed80 unchanged
Biggest changeConsumers are increasingly using the internet not just for research and price discovery, but to purchase insurance as well. According to TransUnion, the number of consumers shopping for insurance online rose from 22% in 2022 to 27% in 2023. Additionally, according to a 8 Table of Contents YouGov plc survey in 2024, 48% of U.S. consumers prefer buying insurance online.
Biggest changeAccording to S&P Global Market Intelligence, Progressive, GEICO, and Allstate's advertising spend in 2024 reached $3.5 billion, $1.4 billion, and $1.9 billion, respectively. • More insurance consumers are shopping online. Consumers are increasingly using the internet not just for research and price discovery, but to purchase insurance as well. According to J.D.
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 the high-intent users on their websites.
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.
In fact, it is this supply partnership that presents insurance carriers with a highly differentiated monetization opportunity, enabling them to capture revenue from website visitors who either do not qualify for a policy or otherwise may be more valuable as a potential referral to another carrier. 1 “Transaction Value” is an operating metric that we present in this Annual Report on Form 10-K to supplement the financial information we present on a accounting principles generally accepted in the United States of America (“GAAP”) basis.
In fact, it is this supply partnership that presents insurance carriers with a highly differentiated monetization opportunity, enabling them to capture revenue from website visitors who either do not qualify for a policy or otherwise may be more valuable as a potential referral to another carrier. 1 “Transaction Value” is an operating metric that we present in this Annual Report on Form 10-K to supplement the financial information we present on the basis of accounting principles generally accepted in the United States of America (“GAAP”).
As a result, we developed a technology platform that powers an ecosystem where buyers and sellers can transact with full transparency, control, and confidence. 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.
As a result, we developed a technology platform that powers an ecosystem where buyers and sellers can transact with full transparency, control, and confidence. 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, agent or distributor seeking to reach high-intent insurance consumers.
For more information regarding these arrangements, see “Management’s discussion and analysis-Key components of our results of operations-Revenue.” Our technology Our technology platform allows insurance carriers and distributors to acquire customers and optimize customer acquisition costs to align with expected customer LTV, in a single data-rich but user-friendly environment.
For more information regarding these arrangements, see “Management’s discussion and analysis-Key components of our results of operations-Revenue.” Our technology Our technology platform allows insurance carriers, agents, and distributors to acquire customers and optimize customer acquisition costs to align with expected customer LTV, in a single data-rich but user-friendly environment.
Our platform allows buyers to fully integrate first-party consumer data to enhance targeting parameters, bidding granularity, and conversion tracking, resulting in more accurate customer acquisition and LTV predictions. We believe we maintain robust data security protections and preserve the confidentiality of each insurance carrier’s customer acquisition strategy.
Our platform allows buyers to fully integrate first-party consumer data to enhance targeting parameters, bidding granularity, and conversion tracking, resulting in more accurate customer acquisition and LTV predictions. We maintain robust data security protections and preserve the confidentiality of each insurance carrier’s customer acquisition strategy.
Item 1. Business. Our Company Our mission is to 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.
Item 1. Business. Our Company Our mission is to 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, agents, and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem.
Insurance carriers and distributors are able to target high-intent consumers when they are actively shopping for insurance. Our end consumers typically access our partners’ websites or our proprietary websites looking for an insurance quote, where they volunteer relevant data in connection with their quote request.
Insurance carriers, agents, and distributors are able to target high-intent consumers when they are actively shopping for insurance. Our end consumers typically access our partners’ websites or our proprietary websites looking for an insurance quote, where they volunteer relevant data in connection with their quote request.
We continuously invest in our technology and believe that our focus on innovation enhances our competitive position. 12 Table of Contents We believe the following attributes collectively differentiate the MediaAlpha technology platform: Multiple high-quality Consumer Referrals accessible through a single platform with transparent pricing and control. Most insurance carriers and distributors today have multiple sources for customer acquisition.
We continuously invest in our technology and believe that our focus on innovation enhances our competitive position. 11 Table of Contents We believe the following attributes collectively differentiate the MediaAlpha technology platform: Multiple high-quality Consumer Referrals accessible through a single platform with transparent pricing and control. Most insurance carriers and distributors today have multiple sources for customer acquisition.
We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue. Through our platform, our insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies.
We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue. Through our platform, our P&C insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies.
Insurance carriers can integrate with our platform to provide real-time conversion feedback, allowing them to measure returns on their spending granularly and execute algorithmic optimization of customer acquisition cost based on the expected LTV of the customer. Increasing the number and depth of our conversion data integrations with our partners remains a key part of our strategy.
Insurance carriers can integrate with our platform to provide real-time conversion feedback, allowing them to measure returns on their spending granularly and execute algorithmic optimization of their customer acquisition investments based on the expected LTV of the customer. Increasing the number and depth of our conversion data integrations with our partners remains a key part of our strategy.
We maximize value to both Demand and Supply Partners by allowing insurance companies to reach consumers when they are actively shopping at the point of purchase and precisely target granular consumer segments using rich data. 11 Table of Contents We enable insurance companies to reach and acquire new customers in multiple ways.
We maximize value to both Demand and Supply Partners by allowing insurance companies to reach consumers when they are actively shopping at the point of purchase and precisely target granular consumer segments using rich data. 10 Table of Contents We enable insurance companies to reach and acquire new customers in multiple ways.
We believe that this illustrates the flexibility and scalability of our platform and the operating leverage of our business model, as we were able to grow Transaction Value and Adjusted EBITDA significantly in 2024 as the P&C insurance industry recovered, without a meaningful increase in our headcount. • Sticky, tenured relationships with insurance carriers and distributors.
We believe this illustrates the flexibility and scalability of our platform and the operating leverage of our business model, as we were able to grow Transaction Value and Adjusted EBITDA significantly as the P&C insurance industry recovered, without a meaningful increase in our headcount. • Sticky, tenured relationships with insurance carriers and distributors.
We believe that providing further customized solutions and higher touch services for our partners will enhance the stickiness of our offerings and drive more customer acquisition spend and users to our platform. • Deepen our relationships with agents. We continue to strategically expand our insurance agency relationships to capture additional customer acquisition spend within our core insurance verticals.
We believe that providing further customized solutions and higher touch services for our partners will enhance the stickiness of our offerings and drive more customer acquisition spend and users to our platform. • Grow our relationships with agents. We continue to strategically expand our insurance agency relationships to capture additional customer acquisition spend within our core insurance verticals.
Our unique search and conversion datasets enable automated, algorithmic customer acquisition optimizations. As our platform grows and processes more customer acquisition transactions, we gather more conversion data to further refine our predictive analytics algorithms. This further enhances our platform’s capability to predict our partners’ expected return per consumer and support more efficient customer acquisition strategies.
Our unique search and conversion datasets and optimization capabilities enable automated, algorithmic customer acquisition optimizations. As our platform grows and processes more customer acquisition transactions, we gather more conversion data to further refine our predictive analytics algorithms. This further enhances our platform’s capability to predict our partners’ expected return per consumer and support more efficient customer acquisition strategies.
All of this creates the powerful “flywheel” effect that has propelled our business forward as a result of the value created within our ecosystem. 9 Table of Contents Our platform We have created one of the largest insurance customer acquisition technology platforms.
All of this creates the powerful “flywheel” effect that has propelled our business forward as a result of the value created within our ecosystem. 8 Table of Contents Our platform We have created one of the largest insurance customer acquisition technology platforms.
In the face of such aggressive spending and customer acquisition by DTC carriers such as Progressive and GEICO, agent-based carriers are compelled to spend heavily to remain competitive. • Digital customer acquisition spending by insurers has plenty of headroom. According to William Blair, insurance carriers allocate a lower percentage of their advertising budgets to digital channels than other industries.
In the face of such aggressive spending and customer acquisition by DTC carriers such as Progressive and GEICO, agent-based carriers are compelled to spend heavily to remain competitive. • Digital customer acquisition spending by insurers has plenty of headroom. Insurance carriers allocate a lower percentage of their advertising budgets to digital channels than other industries.
While the P&C insurance industry experienced underwriting losses from 2021 till 2023 driven by inflation in automobile replacement and repair costs, it recovered strongly during 2024 and we believe that the secular trends in the insurance industry will provide strong tailwinds for our business over the long term. • Direct-to-consumer is the fastest growing insurance distribution channel.
While the P&C insurance industry experienced underwriting losses from 2021 through 2023 driven by inflation in automobile replacement and repair costs, it has recovered strongly during 2024 and 2025 and we believe that the secular trends in the insurance industry will provide strong tailwinds for our business over the long term. • Direct-to-consumer is the fastest growing insurance distribution channel.
We intend to gain adoption of our platform with new insurance partners through business development, word-of-mouth referrals, and inbound inquiries. 15 Table of Contents • Grow our product offerings. We are constantly exploring new ways to deliver value to our partners through development of new tools and services and improvement of our conversion analytics model.
We intend to gain adoption of our platform with new insurance partners through business development, word-of-mouth referrals, and inbound inquiries. • Grow our product offerings. We are constantly exploring new ways to deliver value to our partners through development of new tools and services and improvement of our conversion analytics model.
Access to our platform, other than to obtain basic information, requires system usernames and passwords. We also add additional layers of security such as dual-factor authentication for some users, 16 Table of Contents encryption in transit and intrusion detection.
Access to our platform, other than to obtain basic information, requires system usernames and passwords. We also add additional layers of security such as dual-factor authentication for some users, encryption in transit and intrusion detection.
In addition, during 2021 we became a licensed health insurance broker in all 50 U.S. states and the District of Columbia, which has subjected us to laws and regulations applicable to insurance brokers and to the authority of the insurance regulators in those jurisdictions.
In addition, during 2021 we became a licensed health insurance 16 Table of Contents broker in all 50 U.S. states and the District of Columbia, which has subjected us to laws and regulations applicable to insurance brokers and to the authority of the insurance regulators in those jurisdictions.
In addition, recent and proposed changes in the regulations governing the marketing of Medicare insurance have 17 Table of Contents materially changed the rules regarding how such policies are marketed, and may materially restrict our ability to sell Consumer Referrals to certain buyers in the future.
In addition, recent and proposed changes in the regulations governing the marketing of Medicare insurance have materially changed the rules regarding how such policies are marketed, and may materially restrict our ability to sell Consumer Referrals to certain buyers in the future.
Our strong cash flow generation is driven by (i) the nature of our revenue model, which is fee based and generated at the time a Consumer Referral is sold, and (ii) our proprietary technology platform, which is highly scalable and requires minimal capital expenditures ($0.3 million and $0.1 million for the years ended December 31, 2024 and 2023, respectively).
Our strong cash flow generation is driven by (i) the nature of our revenue model, which is fee based and generated at the time a Consumer Referral is sold, and (ii) our proprietary technology platform, which is highly scalable and requires minimal capital expenditures ($0.3 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively).
Further, it offers our carrier partners the ability to offset their customer acquisition costs by using predictive analytics to identify and refer non-converting consumers to other carriers, delivering better returns on investment relative to traditional channels. 10 Table of Contents We connect insurance companies with websites where consumers shop for insurance.
Further, it offers our Demand Partners the ability to offset their customer acquisition costs by using predictive analytics to identify and refer non-converting consumers to other carriers, delivering better returns on investment relative to traditional channels. 9 Table of Contents We connect insurance companies with websites where consumers shop for insurance.
While our primary focus remains on insurance, we intend to continue to grow opportunistically in sectors with similar, attractive market fundamentals. We believe our proprietary technology will allow us to react nimbly to growing demands and opportunities in emerging verticals.
While our primary focus remains on insurance, we intend to continue to opportunistically seek growth opportunities in sectors with similar, attractive market fundamentals. We believe our proprietary technology will allow us to react nimbly to growing demands and opportunities in emerging verticals.
We have designed our platform to put the best interests of our partners first, fostering a healthy ecosystem within which buyers can transact with confidence. 13 Table of Contents Our sellers: Our Supply Partners use our platform to monetize their digital consumer traffic.
We have designed our platform to put the best interests of our partners first, fostering a healthy ecosystem within which buyers can transact with confidence. Our sellers: Our Supply Partners use our platform to monetize their digital consumer traffic.
In the auto insurance industry, there are carriers focused on DTC distribution (such as Progressive and GEICO) and carriers focused more on traditional, agent-based distribution (such as State Farm, Liberty Mutual and Allstate). The industry shift to more direct distribution is accelerating.
In the auto insurance industry, there are carriers focused on DTC distribution (such as Progressive and GEICO) and carriers focused more on traditional, agent-based distribution (such as State Farm, Liberty Mutual and Allstate). We believe that the industry shift to more direct distribution is accelerating.
In 2023, 93% of total Transaction Value executed on our platform came from Demand Partner relationships in existence during 2022. • Culture of transparency, innovation, and execution. Since inception, our vision has been to bring unparalleled transparency and efficiency to the online customer acquisition ecosystem, executed through a powerful technology-enabled platform.
In 2024, 96% of total Transaction Value executed on our platform came from Demand Partner relationships in existence during 2023. • Culture of transparency, innovation, and execution. Since inception, our vision has been to bring unparalleled transparency and efficiency to the online customer acquisition ecosystem, executed through a powerful technology-enabled platform.
We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. 7 Table of Contents In our health and life insurance verticals, we continue to support carriers and brokers in customer acquisition, and we believe we are well positioned to support them as they shift towards more direct, digital distribution.
We believe the versatility and breadth of our offerings, coupled with our focus on high-quality products, provide significant value to insurance carriers and distributors, leading many of them to use our platform as their central hub for broadly managing digital customer acquisition and monetization, resulting in strong retention rates. 6 Table of Contents In our health and life insurance verticals, we continue to support carriers and Private Marketplace partners in customer acquisition, and we believe we are well positioned to support them as they shift towards more direct, digital distribution.
Our technology is what enables our growth, scale, and operating leverage, and is a key part of what differentiates us from our competitors. It is also what enables our partners to scale their customer acquisition and monetization efficiently and with minimal operating overhead.
Our technology is an important enabler of our growth, scale, and operating leverage, and is a key part of what differentiates us from our competitors. It also enables our partners to scale their customer acquisition and monetization efficiently and with minimal operating overhead.
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 customers.
Our Supply Partners are primarily insurance carriers looking to maximize the value of non-converting or low LTV consumers, and insurance-focused 12 Table of Contents research destinations or other financial websites looking to monetize high-intent customers.
We designed our business to be highly scalable, driving sustainable long-term growth that delivers superior value to both Demand and Supply Partners. Our technology enables us to grow rapidly in a highly capital efficient manner, with minimal need for working capital or capital expenditure 14 Table of Contents investment.
We designed our business to be highly scalable, driving sustainable long-term growth that delivers superior value to both Demand and Supply Partners. Our technology enables us to grow rapidly in a highly capital efficient manner, with minimal need for working capital or capital expenditure investment.
Our property & casualty insurance vertical is typically characterized by seasonal weakness during our fourth quarter due to lower customer acquisition budgets from buyers and lower supply of Consumer Referrals during the holiday period.
Our property & casualty insurance vertical is typically characterized by seasonal weakness during our fourth quarter due to lower customer 15 Table of Contents acquisition budgets from buyers and lower supply of Consumer Referrals during the holiday period.
As of December 31, 2024, we had 144 full-time employees. The human capital measures and objectives that we focus on in managing our business include talent acquisition and retention, employee engagement, development and training, diversity and inclusion, compensation and pay equity, and employee health and welfare.
As of December 31, 2025, we had 147 full-time employees. The human capital measures and objectives that we focus on in managing our business include talent acquisition and retention, employee engagement, development and training, diversity and inclusion, compensation and pay equity, and employee health and welfare.
Repeat buyers continue to be a strong driver of our business, with 96% of our Transaction Value for 2024 coming from Demand Partner relationships in existence during 2023 and 93% of our Transaction Value for 2023 coming from Demand Partner relationships in existence during 2022. Our value proposition for buyers • Efficiency at scale.
Repeat buyers continue to be a strong driver of our business, with 99% of our Transaction Value for 2025 coming from Demand Partner relationships in existence during 2024 and 96% of our Transaction Value for 2024 coming from Demand Partner relationships in existence during 2023. Our value proposition for buyers • Efficiency at scale.
As of December 31, 2024, there were over 400 insurance Supply Partners on our platform. We also provide our Supply Partners with sophisticated, data-driven yield management and monetization capabilities. We believe these capabilities are critical to our partners’ monetization strategies, as they enable optimization of business performance and revenue.
As of December 31, 2025, there were over 350 insurance Supply Partners on our platform. We also provide our Supply Partners with sophisticated, data-driven yield management and monetization capabilities. We believe these capabilities are critical to our partners’ monetization strategies, as they enable optimization of their business performance and revenue.
Our platform enables consumers to (i) proceed to an insurance carrier’s website on a self-directed basis to purchase a policy (click), (ii) engage with an insurance carrier or agent via phone (call), or (iii) have their data submitted to insurance companies to receive inbound contacts (lead).
Consumers can (i) proceed to an insurance carrier’s website on a self-directed basis to purchase a policy (click), (ii) engage with an insurance carrier or agent via phone (call), and/or (iii) have their data submitted to insurance companies to receive inbound contacts (lead).
Our market opportunity Insurance is one of the largest industries in the United States, with attractive growth characteristics and market fundamentals. Insurance companies wrote approximately $3 trillion in premiums in 2023, growing at a 9% CAGR from 2018, according to S&P Global Market Intelligence.
Our market opportunity Insurance is one of the largest industries in the United States, with attractive growth characteristics and market fundamentals. Insurance companies wrote over $3 trillion in premiums in 2024, growing at a 10% CAGR from 2018, according to S&P Global Market Intelligence.
Repeat sellers continue to be a strong driver of our business, with 99% of our Transaction Value for 2024 and 2023 coming from Supply Partner relationships in existence during 2023 and 2022. Our value proposition for sellers • Yield maximization .
Repeat sellers continue to be a strong driver of our business, with 99% of our Transaction Value for 2025 and 2024 coming from Supply Partner relationships in existence during 2024 and 2023. Transaction Value for repeat Supply Partner relationship in existence during 2024 grew 57% in 2025. Our value proposition for sellers • Yield maximization .
Our platform then controls the matching of these consumers with insurance companies, presenting them with multiple brands to choose from. We believe the rich data available with every consumer quote request gives our platform the unparalleled ability to direct each Consumer Referral to the right set of carriers.
Our platform then controls the matching of these consumers with insurance companies, presenting them with multiple brands to choose from. We believe the rich data available with every consumer quote request gives our platform the unparalleled ability to direct each Consumer Referral to carriers seeking customers with that profile.
With nearly 119 million Consumer Referrals transacted on our platform in 2024, we believe we offer the largest source of Consumer Referrals in the insurance sector. Our product is a robust, real-time customer acquisition and data analytics platform. It is fueled by rich, anonymized consumer data provided by our extensive data integrations with our partners.
With approximately 141 million Consumer Referrals transacted on our platform in 2025, we believe we offer the largest source of Consumer Referrals in the insurance sector. Our product is a robust, real-time customer acquisition and advanced data analytics platform. It is fueled by rich, anonymized consumer data provided by our extensive data integrations with our partners.
Our platform and industry-agnostic technology enables us to quickly expand our operations into existing and adjacent verticals with minimal investments. We have organically scaled the P&C insurance vertical and the health and life insurance verticals to $1.2 billion and $300.9 million in Transaction Value, respectively, for the year ended December 31, 2024.
Our platform and industry-agnostic technology enables us to quickly expand our operations into existing and adjacent verticals with minimal investments. We have organically scaled the P&C insurance vertical to $1.9 billion in Transaction Value, for the year ended December 31, 2025.
Demand for insurance products is stable, due to, in many instances, coverage being mandated by law (for example, auto insurance) or federally subsidized (for example, senior health insurance). The insurance industry as a whole is highly competitive and invests heavily in customer acquisition.
Demand for insurance products is stable, due to, in many instances, coverage being mandated by law (for example, auto insurance) or lenders (for example, homeowners insurance) or federally subsidized (for example, Medicare Advantage plans). The insurance industry as a whole is highly competitive and invests heavily in customer acquisition.
See “Risk Factors - The FTC Matter could have a material adverse effect on our business.” As an online business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines, consumer privacy, and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions.
As an online business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines, consumer privacy, and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions.
Our relationships with our partners are deep, longstanding, and involve top-tier insurance carriers in the industry. 15 of the top 20 largest auto insurance carriers by customer acquisition spend are Demand Partners on our platform. In 2024, 96% of total Transaction Value executed on our platform came from Demand Partner relationships in existence during 2023.
Our relationships with our partners are deep, longstanding, and involve top-tier insurance carriers in the industry. 16 of the top 20 largest U.S. auto insurance carriers by customer acquisition spend in 2024 are Demand Partners on our platform. In 2025, 99% of total Transaction Value executed on our platform came from Demand Partner relationships in existence during 2024.
This enhances the value of the Consumer Referral to our insurance carriers, adding significant value to all parties in our platform. As of December 31, 2024, we had 119 Demand Partners with this type of integration in place for active and future campaigns, representing 84% of the total Transaction Value from our insurance verticals for the year then ended.
This enhances the value of the Consumer Referral to our insurance carriers, and adds significant value to all parties on our platform. As of December 31, 2025, we had 106 Demand Partners with this type of integration in place for active and future campaigns, representing 90% of the total Transaction Value from our insurance verticals for the year then ended.
Insurance carriers are able to extract the maximum value from each consumer opportunity. We have extensive data integrations with our partners to support efficient customer acquisition.
Insurance carriers are able to maximize the value of each consumer opportunity. We have extensive data integrations with many of our partners to support efficient customer acquisition.
During the year ended December 31, 2024, high-intent consumers shopped for insurance products on the websites of sellers on our platform and our proprietary websites, resulting in approximately 119 million Consumer Referrals acquired by buyers on our platform. Our value proposition for end consumers • Search relevancy.
During the year ended December 31, 2025, high-intent consumers shopping for insurance products on the websites of sellers on our platform and our proprietary websites resulted in approximately 141 million Consumer Referrals being acquired by buyers on our platform. Our value proposition for end consumers • Search relevancy.
The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the year ended December 31, 2024 and 2023: Year ended December 31, 2024 2023 Clicks 84.1 % 69.4 % Calls 9.4 % 18.6 % Leads 6.5 % 12.0 % Our platform leverages precise data and data science for maximum efficiency.
The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the years ended December 31, 2025 and 2024: Year ended December 31, 2025 2024 Clicks 90.1 % 84.1 % Calls 4.2 % 9.4 % Leads 5.7 % 6.5 % Our platform leverages precise data and data science for maximum efficiency.
Insurance carriers use precise data to target and price consumer segments across demographic and geographic attributes on a source transparent basis. This allows insurance carriers to pay the right price for each Consumer Referral based on their business objectives.
Our platform enables insurance carriers to use precise data to target and bid for Consumer Referrals across a wide range of demographic and geographic attributes on a source transparent basis. This allows insurance carriers to pay the right price for each Consumer Referral based on their business objectives.
Because we collect, process, store, share, disclose, transfer and use consumer information and other data and engage in marketing and advertising activities via the phone, email and text messages, we are also subject to laws and regulations that address privacy, data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of personal information and other data, including the California Online Privacy Protection Act, the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act (the “CPRA”) and other state privacy laws, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act (the “CAN-SPAM Act”), Canada’s Anti-Spam Law (“CASL”), the Telephone Consumer Protection Act of 1991 (the “TCPA”), the U.S.
See “Risk Factors - The FTC Matter has had, and may continue to have, a material adverse effect on our under-65 health business.” Because we collect, process, store, share, disclose, transfer and use consumer information and other data and engage in marketing and advertising activities via the phone, email and text messages, we are also subject to laws and regulations that address privacy, data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of personal information and other data, including the California Online Privacy Protection Act, the California Consumer Privacy Act (the “CCPA”), the California Privacy Rights Act (the “CPRA”) and other state privacy laws, the Personal Information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act (the “CAN-SPAM Act”), Canada’s Anti-Spam Law (“CASL”), the Telephone Consumer Protection Act of 1991 (the “TCPA”), the U.S.
Traditional, agent-based carriers have responded by investing more heavily in direct customer acquisition efforts themselves, as well as launching digital brands (such as Nationwide launching Spire), acquiring digital agencies, or acquiring digital insurers (such as Allstate acquiring SquareTrade). • More insurance consumers are shopping online.
Traditional, agent-based carriers have responded by investing more heavily in direct customer acquisition efforts themselves, as well as launching digital brands (such as Nationwide launching Spire), acquiring digital 7 Table of Contents agencies, or acquiring digital insurers (such as Allstate acquiring SquareTrade).
We believe we operate the insurance industry’s largest customer acquisition platform, delivering the volume of Consumer Referrals insurance companies need to drive profitable growth, while also providing precise targeting capabilities to ensure they connect with the right prospects.
We believe we are the leading customer acquisition infrastructure for insurance carriers, delivering the volume of Consumer Referrals insurance companies need to drive profitable growth, while also providing precise targeting capabilities to ensure they connect with the right prospects.
We believe we are the largest online customer acquisition platform in our core verticals of property & casualty (“P&C”) insurance, health insurance, and life insurance, supporting $1.5 billion in Transaction Value (1) across our platform from these verticals during the year ended December 31, 2024. We believe in the disruptive power of transparency.
We believe we are the leading customer acquisition infrastructure for insurance carriers, supporting $2.2 billion in Transaction Value (1) across our platform from our core verticals of property & casualty (“P&C”) insurance, health insurance and life insurance during the year ended December 31, 2025. We believe in the disruptive power of transparency.
We facilitate access to the most relevant products for each respective end consumer, allowing for minimal research and maximum efficiency, through an omni-channel, seamless consumer platform experience. We enable consumers to get quotes from multiple insurance carriers and distributors in different ways, including directly online or offline.
We facilitate access to a wide range of insurance carriers and brokers, allowing end consumers to find the right products for their needs with minimal research and maximum efficiency, through an omni-channel, seamless consumer platform experience. We enable consumers to get quotes from multiple insurance carriers and distributors in different ways, including directly online or offline.
During 2024, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites produced an average of 9.9 million Consumer Referrals on our platform each month. We believe our technology is a key differentiator and a powerful driver of our performance.
Of these carriers, half were also Supply Partners in our ecosystem. During 2025, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.8 million Consumer Referrals on our platform each month. We believe our technology is a key differentiator and a powerful driver of our performance.
For the year ended December 31, 2024, we generated $1.5 billion of Transaction Value and $864.7 million of revenue, representing increases of 151.4% and 122.8%, respectively, compared with the year ended December 31, 2023, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability.
For the year ended December 31, 2025, we generated $2.2 billion of Transaction Value and $1.1 billion of revenue, representing increases of 44.5% and 28.8%, respectively, compared with the year ended December 31, 2024, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability and an increase in Consumer Referrals from our Supply Partners.
For the year ended December 31, 2024, we had $1.5 billion in Transaction Value and served over 1,000 total insurance partners, excluding our agent partners. For the year ended December 31, 2023, we had $593.4 million in Transaction Value and served over 920 total insurance partners, excluding our agent partners.
For the year ended December 31, 2025, we had $2.2 billion in Transaction Value and served over 1,050 total insurance partners, in addition to our agent partners. For the year ended December 31, 2024, we had $1.5 billion in Transaction Value and served over 1,000 total insurance partners, in addition to our agent partners.
We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure that we compensate our employees in a fair and equitable manner.
We also regularly review our compensation practices, both in terms of our overall workforce and individual employees, to ensure that we compensate our employees in a fair and equitable manner. 17 Table of Contents Diversity and Inclusion We remain committed to fostering, cultivating, and maintaining a culture of diversity and inclusion.
See “Management’s discussion and analysis of financial condition and results of operations-Key business and operating metrics.” 6 Table of Contents For the year ended December 31, 2024, we had 15 of the top 20 largest auto insurance carriers by customer acquisition spend as Demand Partners on our platform. Of these carriers, nearly half were also Supply Partners in our ecosystem.
See “Management’s discussion and analysis of financial condition and results of operations-Key business and operating metrics.” 5 Table of Contents For the year ended December 31, 2025, of the top 20 largest auto insurance carriers by customer acquisition spend in 2024, according to Dowling & Partners’ Advertising study, 16 were Demand Partners on our platform.
However, our contractual provisions may not always be effective at preventing unauthorized parties from obtaining our intellectual property and proprietary technologies. Intellectual property laws, procedures, and restrictions provide only limited protection and any of our intellectual property or proprietary rights may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated.
Intellectual property laws, procedures, and restrictions provide only limited protection and any of our intellectual property or proprietary rights may be challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated.
During 2024, high-intent consumers shopping for insurance products on the websites of sellers on our platform and our proprietary websites resulted in approximately 119 million Consumer Referrals acquired by Demand Partners on our platform. We serve over 700 Demand Partners, excluding our agent partners, in our insurance verticals.
For the year ended December 31, 2025, we increased the number of our active agent partners by 30% year over year. During 2025, high-intent consumers shopping for insurance products on the websites of sellers on our platform and our proprietary websites resulted in approximately 141 million Consumer Referrals acquired by Demand Partners on our platform.
In 2024, we employed an average of 139 individuals, who produced $1.5 billion of Transaction Value ($10.7 million per employee), $22.1 million of net income ($0.2 million per employee), and $96.1 million of Adjusted EBITDA ($0.7 million per employee) and in 2023, we employed 142 individuals on average who drove $593.4 million of Transaction Value ($4.2 million per employee), $56.6 million of net loss ($0.4 million per employee), and $27.1 million of Adjusted EBITDA ($0.2 million per employee) for the year.
In 2025, we employed an average of 147 individuals, who drove $2.2 billion of Transaction 13 Table of Contents Value ($14.7 million per employee), $26.8 million of net income ($0.2 million per employee), and $113.7 million of Adjusted EBITDA ($0.8 million per employee) and in 2024, we employed an average of 139 individuals, who drove $1.5 billion of Transaction Value ($10.7 million per employee), $22.1 million of net income ($0.2 million per employee), and $96.1 million of Adjusted EBITDA ($0.7 million per employee) for the year.
On our platform, end consumers can engage with insurance companies through multiple touchpoints based on their preferences.
Our platform enables insurance companies to engage with consumers through multiple touchpoints, depending on their strengths and preferences.
On one end of the spectrum, there are companies that are engaged in simple Consumer Referrals acquisition, which they sell to insurance carriers or distributors. On the other end of the spectrum, there are companies that acquire the customer through digital channels and take them through the entire needs-based assessment and policy application and submission process.
On the other end of the spectrum, there are companies that acquire the customer through digital channels and take them through the entire needs-based assessment and policy application and submission process. Within this sector, our closest competitors are technology companies engaged in digital customer acquisition.
Our platform was designed to support multiple Consumer Referral products and flexible deployment models to best serve the varying needs of our partners. Insurance carriers access our platform through a self-service web interface that enables them to manage customer acquisition strategies across all sources of Consumer Referrals, efficiently and with full transparency.
Insurance carriers and agents access our platform through a self-service web interface that enables them to manage customer acquisition strategies across all sources of Consumer Referrals, efficiently and with full transparency. Our platform provides insurance carriers and agents sophisticated targeting capabilities for efficient customer acquisition.
As a result, over time we have seen significant increases in the number of participants on our platform, further enhancing our scale and return on investment to all our partners. We have deep integrations with our partners that are costly and time consuming to implement.
As the number of digital consumer acquisition sources grows, the complexity and cost of managing those sources continues to increase. As a result, over time we have seen significant increases in the number of participants on our platform, further enhancing our scale and the return on investment for all our partners.
Within this sector, our closest competitors are technology companies engaged in digital customer acquisition. Traditional digital consumer acquisition models focus on serving buyers of Consumer Referrals by acquiring consumers from paid search, proprietary websites or other digital avenues and selling them to insurance carriers or producers. Our model is different.
Traditional digital consumer acquisition models focus on serving buyers of Consumer Referrals by acquiring consumers from paid search, proprietary websites or other digital avenues and selling them to insurance carriers or producers. Our model is different. We operate a two-sided marketplace where sophisticated Demand and Supply Partners buy and sell high-quality Consumer Referrals.
We rely on a combination of trade secret, trademark and copyright laws, confidentiality agreements, and technical measures to establish, maintain and protect our intellectual property rights and technology. Additionally, we enter into confidentiality and invention assignment agreements with our employees and enter into confidentiality agreements with third parties, including our buyers and sellers.
Intellectual property The protection of our technology, intellectual property and proprietary rights is an important aspect of our business. We rely on a combination of trade secret, trademark and copyright laws, confidentiality agreements, and technical measures to establish, maintain and protect our intellectual property rights and technology.
Our platform also offers DTC digital spend optimization capabilities that compete primarily with home grown systems that buyers use to aggregate multiple sources of digital customer acquisition. As the number of digital consumer acquisition sources grows, the complexity and cost of managing those sources continues to increase.
We compete on the basis of a number of factors, including return on investment, technology, and client service. Our platform also offers DTC digital spend optimization capabilities that compete primarily with home grown systems that buyers use to manage multiple sources of digital customer acquisition.
We are subject to laws and regulations that apply to businesses in general, such as those relating to worker classification, employment, payments, worker confidentiality obligations, consumer protection and taxation. For example, in October 2024 the FTC Staff asserted that we have violated violations of Section 5(a) of the FTC Act, the Telemarketing Sales Rule and the Government Impersonation Rule.
We are subject to laws and regulations that apply to businesses in general, such as those relating to worker classification, employment, payments, worker confidentiality obligations, consumer protection and taxation.
We believe our scale makes it hard for new entrants to gain direct access to buyers and sellers and replicate what we have built over the years. Intellectual property The protection of our technology, intellectual property and proprietary rights is an important aspect of our business.
We have deep integrations with our partners that are costly and time consuming to implement. We believe our scale makes it hard for new entrants to gain direct access to buyers and sellers and replicate what we have built over the years.
Digital insurance advertising spend is expected to grow at double digit rates annually over the next few years. According to eMarketer, insurance digital advertising spend in the U.S. was $9 billion in 2023 and is expected to grow to approximately $14 billion by 2026. Our technology platform was created to serve and grow with our insurance end markets.
According to William Blair, advertising spend by P&C insurance carriers in the U.S. is expected to reach approximately $14 billion in 2026, growing at a 10% CAGR from 2024 levels. We expect digital insurance advertising spend to grow at double digit rates annually over the next few years.
A major driver of this growth has been the DTC carriers’ outsized investments, relative to peers, in direct customer acquisition channels. According to S&P Global Market Intelligence, Progressive and GEICO's advertising spend in 2023 was $1.2 billion and $0.8 billion, respectively.
A major driver of this growth has been the DTC carriers’ outsized investments, relative to their agent-focused peers, in direct customer acquisition channels.
While we are currently focused on growing our core insurance verticals, we continue to seek expansion opportunities in markets that share similar characteristics. We believe our vertical-agnostic platform and established playbook for entering new markets will allow us to capture attractive market opportunities effectively if we decide to pursue such opportunities.
We believe our vertical-agnostic platform and established playbook for entering new markets will allow us to capture attractive market opportunities effectively if we decide to pursue such opportunities. We believe we have the ability to enter most new verticals with only a modest increase in headcount. Our competition We operate in the broadly defined tech-enabled insurance distribution sector.
Younger consumers are not the only driving force of this shift; the share of digitally savvy older consumers is rapidly growing as well. According to the Pew Research Center, internet usage among adults aged 65 and older has grown from 66% in 2018 to 90% in 2024. • Insurance customer acquisition spending is growing.
According to the Pew Research Center, internet usage among adults aged 65 and older has grown from 66% in 2018 to 90% in 2025. • Insurance customer acquisition spending is growing. Total advertising spend in the P&C insurance industry was estimated to grow at 8% CAGR from 2018 to 2025, according to William Blair.
We believe we have the ability to enter most new verticals with only a modest increase in headcount. Our competition We operate in the broadly defined tech-enabled insurance distribution sector. We are part of a sector that is disrupting the conventional agent-based insurance distribution channels. This sector is comprised of companies engaged in varied aspects of customer acquisition.
We are part of a sector that is disrupting the conventional agent-based insurance distribution channels. This sector is comprised of companies engaged in varied aspects of customer acquisition. On one end of the spectrum, there are companies that are engaged in simple acquisition of Consumer Referrals, which they resell to insurance carriers or distributors.
We have a dedicated team working to incorporate agents into our digital platform and help them expand their customer acquisition capabilities. We added over 1,200 agents to our platform in the year ended December 31, 2024. This dedicated team will continue to enhance our agency capabilities. • Expand into and scale new verticals.
We have a dedicated 14 Table of Contents team working to incorporate agents into our platform and help them expand their customer acquisition capabilities. • Expand into and scale new verticals. While we are currently focused on growing our core insurance verticals, we continue to evaluate expansion opportunities in markets that share similar characteristics.
We aim to drive deeper adoption and integration of our platform within the insurance ecosystem to continue delivering strong results to our partners. We expect the broad secular trends driving our historical growth to resume as P&C carrier profitability continues to recover and they increase their customer acquisition investments on our platform.
We expect the broad secular trends driving our historical growth to continue, supported by two key factors: improved profitability among P&C carriers and their continued shift toward direct distribution channels as they compete to grow policies in force, both of which are expected to drive increased customer acquisition investments on our platform.
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Total customer acquisition spend in the insurance industry was estimated to be $146 billion in 2021 and is expected to grow to approximately $176 billion by 2025, according to William Blair. In fact, three of the top fifteen most-advertised brands in the U.S. across traditional and online channels are insurance companies—Progressive, GEICO, and State Farm.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeNevertheless, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that each of White Mountains, Insignia, and the Founders and their respective affiliates and transferees are not be deemed to be “interested stockholders,” and accordingly will not be subject to such restrictions. 43 Table of Contents These and other provisions could have the effect of discouraging, delaying or preventing a transaction involving a change in control of our company or could make it more difficult for you and other stockholders to elect directors of your choosing or to cause us to take other corporate actions that you desire.
Biggest changeNevertheless, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that each of White Mountains and the Founders and their respective affiliates and transferees are not be deemed to be “interested stockholders,” and accordingly will not be subject to such restrictions.
We or our Supply Partners may also fail to optimally manage our paid listings, or our proprietary bid management technologies may fail, or higher bids by our competitors may increase the cost of Consumer Referrals, any of which may lead to a decrease in the number of visits to our Supply Partners’ websites or our proprietary websites.
We or our Supply Partners may also fail to optimally manage our paid listings, our proprietary bid management technologies may fail, or higher bids by our competitors may increase the cost of Consumer Referrals, any of which may lead to a decrease in the number of visits to our Supply Partners’ websites or our proprietary websites.
We will not be able to grow as expected, or at all, if we do not accomplish the following: • maintain and expand the number of Demand and Supply Partners that use our platform; • increase the volume and quality of Consumer Referrals available on our platform; • further enhance the capabilities and effectiveness of our platform, and effectively demonstrate the value provided by our platform to current and prospective partners; • maintain the quality of our platform; and • expand our presence to new verticals.
We will not be able to grow as expected, or at all, if we do not accomplish the following: • maintain and expand the number of Demand and Supply Partners that use our platform; • increase the volume and quality of Consumer Referrals available on our platform; • further enhance the capabilities and effectiveness of our platform, and effectively demonstrate the value provided by our platform to current and prospective partners; • maintain the quality and security of our platform; and • expand our presence to new verticals.
As we develop and introduce new products and services, including those incorporating or utilizing artificial intelligence and machine learning and new processing of personal information, including identifiable information, they may raise new, or heighten existing, technological, security, legal and other risks and challenges, that may cause unintended consequences and may not function properly or may be misused by our clients.
As we develop and introduce new products and services, including those incorporating or utilizing artificial intelligence and machine learning and new processing of personal information, including personally identifiable information, they may raise new, or heighten existing, technological, security, legal and other risks and challenges, that may cause unintended consequences and may not function properly or may be misused by our clients.
Pursuant to the stockholders’ agreement, each of White Mountains, Insignia, and the Founders is entitled to nominate one or two directors to the Board of Directors for so long as such stockholder owns at least 12.5%, in the case of two directors, or less than 12.5% but at least 5%, in the case of one director, of our issued and outstanding shares of common stock as of the closing of our IPO.
Pursuant to the stockholders’ agreement, each of White Mountains and the Founders is entitled to nominate one or two directors to the Board of Directors for so long as such stockholder owns at least 12.5%, in the case of two directors, or less than 12.5% but at least 5%, in the case of one director, of our issued and outstanding shares of common stock as of the closing of our IPO.
Nevertheless, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that each of White Mountains, Insignia, and the Founders and their respective affiliates and transferees are not deemed to be “interested stockholders,” and accordingly are not subject to such restrictions.
Nevertheless, our amended and restated certificate of incorporation contains provisions that have the same effect as Section 203 of the DGCL, except that they provide that each of White Mountains and the Founders and their respective affiliates and transferees are not deemed to be “interested stockholders,” and accordingly are not subject to such restrictions.
In addition, search engine companies periodically change their advertising policies, or implement new policies, which can affect the placement of our paid search results in listings (or even our ability to participate in paid search result listing at all), reducing the number of visitors to our owned and operated and third-party publishers’ websites.
Search engine companies periodically change their advertising policies, or implement new policies, which can affect the placement of our paid search results in listings (or even our ability to participate in paid search result listing at all), reducing the number of visitors to our owned and operated and third-party publishers’ websites.
These potential conflicts of interest could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects if attractive business opportunities are allocated by White Mountains, Insignia or the Founders to themselves or their respective affiliates instead of to us.
These potential conflicts of interest could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects if attractive business opportunities are allocated by White Mountains or the Founders to themselves or their respective affiliates instead of to us.
Factors that may cause fluctuations in our quarterly results include, but are not limited to: • the timing of cyclical changes in market conditions in the P&C insurance and health insurance industries, and in the levels of customer acquisition spending by our Demand Partners; • the mix of Transaction Value in a given period from Open Marketplace and Private Marketplace transactions; • our ability to attract new Supply and Demand Partners and retain our existing Supply and Demand Partners, and to expand our business with these partners; • the timing and level of market acceptance of new platform capabilities introduced by us and our competitors; • the amount and timing of operating expenses and other costs related to the maintenance and expansion of our business, infrastructure and operations; • the amount and timing of operating expenses and other costs associated with assessing or entering new vertical markets; • the amount and timing of operating expenses and other costs related to the development or acquisition of businesses, technologies or intellectual property rights; • the timing and impact of security breaches, service outages or other performance problems with our technology infrastructure and software solutions; • the timing and costs associated with legal or regulatory actions or compliance with new regulations; • changes in the competitive dynamics of our industry, including consolidation among competitors, strategic partners or customers; • loss of our executive officers or other key employees; and • general economic and market conditions.
Factors that may cause fluctuations in our quarterly results include, but are not limited to: • the timing of cyclical changes in market conditions in the P&C insurance and health insurance industries, and in the levels of customer acquisition spending by our Demand Partners; • the mix of Transaction Value in a given period from Open Marketplace and Private Marketplace transactions; • our ability to attract new Supply and Demand Partners and retain our existing Supply and Demand Partners, and to expand our business with these partners; • the timing and level of market acceptance of new platform capabilities introduced by us and our competitors; • the amount and timing of operating expenses and other costs related to the maintenance and expansion of our business, infrastructure and operations; • the amount and timing of operating expenses and other costs associated with assessing or entering new vertical markets; • the amount and timing of operating expenses and other costs related to the development or acquisition of businesses, technologies or intellectual property rights; 39 Table of Contents • the timing and impact of security breaches, service outages or other performance problems with our technology infrastructure and software solutions; • the timing and costs associated with legal or regulatory actions or compliance with new regulations; • changes in the competitive dynamics of our industry, including consolidation among competitors, strategic partners or customers; • loss of our executive officers or other key employees; and • general economic and market conditions.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, or if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations, could be subject to significant damages, enjoined from the operation of our platform or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which would adversely affect our business, financial condition, operating results, cash flows, and prospects, and could help our competitors develop platforms that are similar to or better than ours.
If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, or if an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations, could be subject to significant damages, 35 Table of Contents enjoined from the operation of our platform or other liability, or be required to seek costly licenses from third parties to continue providing our platform on terms that are not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make generally available, in source code form, our proprietary code, any of which would adversely affect our business, financial condition, operating results, cash flows, and prospects, and could help our competitors develop platforms that are similar to or better than ours.
In the event that White Mountains, Insignia or the Founders or any of their respective affiliates acquires knowledge of a potential business opportunity which may be a corporate opportunity for us, they will have no duty to communicate or offer such corporate opportunity to us.
In the event that White Mountains or the Founders or any of their respective affiliates acquires knowledge of a potential business opportunity which may be a corporate opportunity for us, they will have no duty to communicate or offer such corporate opportunity to us.
Among other things, these provisions: • divide our Board of Directors into three staggered classes of directors that are each elected to three-year terms; • provide the Board of Directors with the sole ability to fill a vacancy created by the expansion of the Board of Directors; • prohibit stockholder action by written consent; • authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive; • prohibit cumulative voting in the election of directors, which could otherwise allow holders of a lesser number of shares to elect director candidates; • provide that special meetings of the stockholders may be called only by or at the direction of the Board of Directors, the chairman of our board, the Chief Executive Officer; • require advance notice to be given by stockholders for any stockholder proposals or director nominees; • require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of common stock to amend certain provisions of our amended and restated certificate of incorporation and any provision of our amended and restated bylaws; • require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of common stock to remove directors and only for cause; • provide that each of White Mountains, Insignia and the Founders are entitled to (i) nominate two directors to the Board of Directors for so long as such stockholder owns at least 12.5% of our issued and outstanding shares of common stock as of the closing of our IPO and (ii) nominate one director to the Board of Directors for so long as such stockholder owns less than 12.5% but at least 5% of our issued and outstanding shares of common stock as of the closing of our IPO; and • provide that White Mountains, Insignia and the Founders agree to vote for each other’s board nominees pursuant to the terms of the stockholders’ agreement.
Among other things, these provisions: • divide our Board of Directors into three staggered classes of directors that are each elected to three-year terms; • provide the Board of Directors with the sole ability to fill a vacancy created by the expansion of the Board of Directors; • prohibit stockholder action by written consent; • authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to increase the number of outstanding shares of capital stock, making a takeover more difficult and expensive; • prohibit cumulative voting in the election of directors, which could otherwise allow holders of a lesser number of shares to elect director candidates; • provide that special meetings of the stockholders may be called only by or at the direction of the Board of Directors, the chairman of our board, the Chief Executive Officer; 42 Table of Contents • require advance notice to be given by stockholders for any stockholder proposals or director nominees; • require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of common stock to amend certain provisions of our amended and restated certificate of incorporation and any provision of our amended and restated bylaws; • require the affirmative vote of holders of at least 75% of the voting power of our outstanding shares of common stock to remove directors and only for cause; • provide that each of White Mountains and the Founders are entitled to (i) nominate two directors to the Board of Directors for so long as such stockholder owns at least 12.5% of our issued and outstanding shares of common stock as of the closing of our IPO and (ii) nominate one director to the Board of Directors for so long as such stockholder owns less than 12.5% but at least 5% of our issued and outstanding shares of common stock as of the closing of our IPO; and • provide that White Mountains and the Founders agree to vote for each other’s board nominees pursuant to the terms of the stockholders’ agreement.
Each of White Mountains, Insignia, and the Founders and their respective affiliates may engage in activities similar to ours or lines of business or have an interest in the same areas of corporate opportunities as we do.
Each of White Mountains and the Founders and their respective affiliates may engage in activities similar to ours or lines of business or have an interest in the same areas of corporate opportunities as we do.
Our health insurance vertical typically experiences seasonal strength during the fourth quarter due to a material increase in Consumer Referrals and a related increase in customer acquisition budgets in connection with the Medicare annual enrollment period, which generally runs from October 15 to December 7 each year, and the under-65 health insurance open enrollment period, which generally runs from November 1 through December 15 in many states, with the last ending on January 31st of the following year.
Our health insurance vertical typically experiences seasonal strength during the fourth quarter due to a material increase in Consumer Referrals and a related increase in customer acquisition budgets in connection with the Medicare annual enrollment period, which generally runs from October 15 to December 7 each year, and the under-65 health insurance open enrollment period, which generally runs from November 1 through December 15 in many states, with the last ending on January 31 of the following year.
Our failure, or the failure by our third-party 38 Table of Contents providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing partners from using our platform, delay planned uses, and disclosures of data or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.
Our failure, or the failure by our third-party providers or partners, to comply with applicable laws or regulations or any other obligations relating to privacy, data protection or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other data, or the perception that any of the foregoing types of failure or compromise has occurred, could damage our reputation, discourage new and existing partners from using our platform, delay planned uses, and disclosures of data or result in fines or proceedings by governmental agencies and private claims and litigation, any of which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.
Our existing and any future indebtedness could adversely affect our ability to operate our business. On July 29, 2021, our subsidiary QuoteLab, LLC entered into the First Amendment to the 2020 Credit Agreement (“Existing Credit Agreement”), as amended, which provides for the 2021 Term Loan Facility and the 2021 Revolving Credit Facility (collectively “2021 Credit Facilities”).
Our existing and any future indebtedness could adversely affect our ability to operate our business. On July 29, 2021, our subsidiary QuoteLab, LLC entered into the First Amendment to the 2020 Credit Agreement (“Credit Agreement”), as amended, which provides for the 2021 Term Loan Facility and the 2021 Revolving Credit Facility (collectively “2021 Credit Facilities”).
While it is difficult to determine the impact of potential reforms on our future business, it is possible that such changes in industry regulation could result in reduced demand for our platform. Our insurance partners may react to existing or future reforms, or general regulatory uncertainty, by reducing their reliance on our platform.
While it is difficult to determine the impact of potential reforms on our future business, it is possible that such changes in industry regulation could result in reduced demand for our platform. Our insurance partners have, and may in the future, react to existing or future reforms, or general regulatory uncertainty, by reducing their reliance on our platform.
We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including cloud-based infrastructure, data center facilities, encryption and authentication technology, employee communications, and other functions, and we also have data integrations with certain partners, both of which may increase the risk of cybersecurity attacks and loss, corruption, or unauthorized publication of our information or the confidential information of consumers and employees.
We rely on third-party service providers and technologies to operate critical business systems to process sensitive information in a variety of contexts, including cloud-based infrastructure, data center facilities, encryption and authentication technology, employee communications, and other functions, and we also have data integrations with certain partners, both of 30 Table of Contents which may increase the risk of cybersecurity attacks and loss, corruption, or unauthorized publication of our information or the confidential information of consumers and employees.
Since shares of our Class A common stock were initially sold in the IPO in October 2020 at a price of $19.00 per share, the low and high closing sales prices of our Class A common stock ranged from $5.36 to $64.11 per share, respectively, through December 31, 2024.
Since shares of our Class A common stock were initially sold in the IPO in October 2020 at a price of $19.00 per share, the low and high closing sales prices of our Class A common stock ranged from $5.36 to $64.11 per share, respectively, through December 31, 2025.
If we identify any material weaknesses in the future and are unable to successfully remediate any future material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law 41 Table of Contents requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our share price may decline as a result.
If we identify any material weaknesses in the future and are unable to successfully remediate any future material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our share price may decline as a result.
In addition, our amended and restated certificate of incorporation provides that the federal district courts of the United States are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, our amended and restated certificate of incorporation provides that the federal district courts of the United States are the exclusive 43 Table of Contents forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
If AWS or other infrastructure providers increase the costs of their services, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected. Our proprietary predictive modeling tools and machine learning algorithms may not operate properly or as we expect them to, which could detrimentally impact our buyers’ advertising campaigns.
If AWS or other infrastructure providers increase the costs of their services, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected. 34 Table of Contents Our proprietary predictive modeling tools and machine learning algorithms may not operate properly or as we expect them to, which could detrimentally impact our buyers’ advertising campaigns.
We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. 32 Table of Contents We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
These cycles are often characterized by periods of “soft” market conditions, when carriers’ loss ratios are relatively low and they tend to focus on investing to acquire customers and build market share, 20 Table of Contents and “hard” market conditions, when their loss ratios are relatively high and they tend to prioritize profitability over growth and reduce their customer acquisition spending until they can obtain regulatory approval to raise premiums.
These cycles are often characterized by periods of “soft” market conditions, when carriers’ loss ratios are relatively low and they tend to focus on investing to acquire customers and build market share, and “hard” market conditions, when their loss ratios are relatively high and they tend to prioritize profitability over growth and reduce their customer acquisition spending until they can obtain regulatory approval to raise premiums.
The actual amount we will be required to pay under the tax receivables agreement may be materially greater than this hypothetical amount as potential future 46 Table of Contents payments will vary depending on a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character, and timing of our income and the tax rates then applicable.
The actual amount we will be required to pay under the tax receivables agreement may be materially greater than this hypothetical amount as potential future payments will vary depending on a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchanges, the amount, character, and timing of our income and the tax rates then applicable.
Interruptions, delays or failures in these systems, whether due to our cloud computing and other vendors, adverse weather conditions, natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our platform.
Interruptions, delays or failures in these systems, whether due to our cloud computing and other vendors, adverse weather conditions, natural disasters, power loss, computer viruses, cybersecurity attacks, physical 33 Table of Contents break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our platform.
Sellers, vendors, or their respective affiliates may engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose Demand Partners and revenue. We generate a majority of our Consumer Referrals from online media that we source directly from our Supply Partners’ websites, as well as indirectly from the affiliates of our Supply Partners.
Supply Partners, Demand Partners or vendors may engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose Demand Partners and revenue. We generate a majority of our Consumer Referrals from online media that we source directly from our Supply Partners’ websites, as well as indirectly from the affiliates of our Supply Partners.
For example, in April 2021, Google implemented a new policy requiring paid search advertisers to be licensed health insurance brokers to bid on 25 Table of Contents health insurance-related keywords, which required us to become a licensed health insurance broker in all 50 states and the District of Columbia to be able to continue bidding on such keywords.
For example, in April 2021, Google implemented a new policy requiring paid search advertisers to be licensed health insurance brokers to bid on health insurance-related keywords, which required us to become a licensed health insurance broker in all 50 states and the District of Columbia to be able to continue bidding on such keywords.
During the second half of 2021, the auto insurance industry began to experience a cyclical downturn, which reduced our Consolidated EBITDA and our compliance cushion with respect to our financial covenants.
For example, during the second half of 2021, the auto insurance industry began to experience a cyclical downturn, which reduced our Consolidated EBITDA and our compliance cushion with respect to our financial covenants.
We do not collect indirect taxes in the majority of the jurisdictions in which we have sales, and we believe that such taxes are not applicable either because our products and services are not subject to these taxes or we do not have the requisite amount of contacts with the state for the state to be able to impose these taxes.
We do 27 Table of Contents not collect indirect taxes in the majority of the jurisdictions in which we have sales, and we believe that such taxes are not applicable either because our products and services are not subject to these taxes or we do not have the requisite amount of contacts with the state for the state to be able to impose these taxes.
The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action in the U.S. if they are found to be deceptive, unfair, or 37 Table of Contents misrepresentative of our actual practices.
The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action in the U.S. if they are found to be deceptive, unfair, or misrepresentative of our actual practices.
Further, we might be required to seek a license for third-party intellectual property, which may not be available on commercially reasonable terms (if at all) and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same 33 Table of Contents technology licensed to us.
Further, we might be required to seek a license for third-party intellectual property, which may not be available on commercially reasonable terms (if at all) and may significantly increase our operating expenses. Some licenses may be non-exclusive, and therefore our competitors may have access to the same technology licensed to us.
Sustained or repeated system failures would reduce the attractiveness of our platform to our partners, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our 34 Table of Contents reputation and may adversely impact the use of our platform.
Sustained or repeated system failures would reduce the attractiveness of our platform to our partners, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact the use of our platform.
Any failure to maintain effective disclosure controls and procedures and internal controls over financial reporting could materially and adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our common stock.
Any failure to maintain effective disclosure controls and procedures and internal controls over financial reporting could materially and 40 Table of Contents adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our common stock.
The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock by our pre-IPO stockholders, including shares issuable upon the exchange of Class B-1 units (together 42 Table of Contents with an equal number of shares of our Class B common stock).
The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock by our pre-IPO stockholders, including shares issuable upon the exchange of Class B-1 units (together with an equal number of shares of our Class B common stock).
For example, on April 1, 2022 we acquired substantially all of the assets of Customer Helper Team, LLC, a company engaged in lead generation through social media and short form video channels.
For example, on April 1, 2022 we acquired substantially all of the assets of Customer Helper Team, 23 Table of Contents LLC, a company engaged in lead generation through social media and short form video channels.
If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results. 28 Table of Contents We have faced, and may face in the future, various indirect tax audits in various U.S. jurisdictions.
If we are unsuccessful in collecting such taxes from our customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results. We have faced, and may face in the future, various indirect tax audits in various U.S. jurisdictions.
In addition, to the extent consumers or third parties provide our suppliers’ websites or our proprietary websites with inaccurate information or fail to provide information, the quality of Consumer Referrals offered to our Demand Partners through our platform may suffer.
In addition, to the extent consumers or third parties provide our suppliers’ websites or our proprietary websites with inaccurate information or fail to provide information, the quality of Consumer Referrals offered to our Demand Partners 24 Table of Contents through our platform may suffer.
Although we require third parties with whom we contract to agree to comply with applicable law and regulation and endeavor to monitor and enforce these requirements, we ultimately cannot control the activities of third parties with whom we directly contract or who otherwise play a role in the generation, sale or purchase of our Consumer Referrals.
Although we require third parties with whom we contract to agree to comply with applicable laws and regulations and endeavor to monitor and enforce these requirements, we ultimately cannot control the activities of third parties with whom we directly contract or who otherwise play a role in the generation, sale or purchase of our Consumer Referrals.
This sector is intensely competitive, and we expect this competition to continue to increase in the future both from existing and new competitors that provide competing platforms or technology. We compete both for Demand Partners’ customer acquisition budgets and high-quality Consumer Referrals.
This sector is intensely competitive, and we expect this competition to continue to increase in the future both from existing and new competitors that provide competing platforms or technology. We compete both for Demand Partners’ customer acquisition budgets and high-quality Consumer 21 Table of Contents Referrals.
In the past, we have identified and taken action to address instances of noncompliance with law, regulation or our code of conduct by these third parties, and while our compliance program is designed to detect, prevent and stop such noncompliance, our compliance efforts may not be successful.
In the past, we have identified and taken action to address instances of noncompliance with laws, regulations or our code of conduct by these third parties, and while our compliance program is designed to detect, prevent and stop such noncompliance, our compliance efforts may not be successful.
In addition, Medicare providers and their brokers and marketing partners are subject 36 Table of Contents to the regulations governing the marketing and sale of Medicare Advantage and Medicare Supplement plans, which are administered by the Centers for Medicare and Medicaid Services (CMS), have materially changed the rules regarding how such policies are marketed, and may materially restrict our ability to sell Consumer Referrals to certain buyers in the future.
In addition, Medicare providers and their brokers and marketing partners are subject to the regulations governing the marketing and sale of Medicare Advantage and Medicare Supplement plans, which are administered by the Centers for Medicare and Medicaid Services (“CMS”), have materially changed the rules regarding how such policies are marketed, and may materially restrict our ability to sell Consumer Referrals to certain buyers in the future.
These agreements may be breached, and we may not have adequate remedies for any such breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is 32 Table of Contents difficult, expensive, and time-consuming, and the outcome is unpredictable.
These agreements may be breached, and we may not have adequate remedies for any such breach. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret or know-how is difficult, expensive, and time-consuming, and the outcome is unpredictable.
In such event, our revenue may grow at a slower rate than we anticipate and our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected. If we fail to manage future growth effectively, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected.
In such event, our revenue may grow at a slower rate than we anticipate and our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected. 22 Table of Contents If we fail to manage future growth effectively, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected.
They can attract consumers directly through their own customer acquisition strategies, including third-party online platforms and other methods of distribution, such as referral arrangements, physical storefront operations or broker agreements. Such Demand Partners also may obtain Consumer Referrals through one or more online competitors of our business.
They can attract consumers directly through their own customer acquisition strategies, including third-party online platforms, advertising on internet search platforms and AI platforms, and other methods of distribution, such as referral arrangements, physical storefront operations or broker agreements. Such Demand Partners also may obtain Consumer Referrals through one or more online competitors of our business.
For example, in the FTC Matter, the FTC Staff asserts violations of Section 5(a) of the FTC Act, the TSR and the Impersonation Rule.
For example, in the FTC Matter, the FTC Staff asserted violations of Section 5(a) of the FTC Act, the TSR and the Impersonation Rule.
For example, in 2023 the FTC took the position (in public statements and enforcement actions) that consent to receive robocalls under the TSR must be received directly from the consumer, rather than through a third party such as a lead generator, and it appears that the staff of the FTC continues to assert this position in relation to the FTC Matter.
For example, in 2023 the FTC took the position (in public statements and enforcement actions) that consent to receive robocalls under the TSR must be received directly from the consumer, rather than through a third party such as a lead generator, and the staff of the FTC continued to assert this position in the FTC Matter.
We may not realize the anticipated benefits of any acquisitions and we may not be successful in overcoming these risks or any other problems encountered in 24 Table of Contents connection with potential acquisitions.
We may not realize the anticipated benefits of any acquisitions and we may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisitions.
Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, if all of the Class B-1 units were acquired by us in taxable transactions at December 31, 2024 for a price of $11.29 (which is the last reported sale price of our Class A common stock as of December 31, 2024 on the NYSE) per Class B-1 unit, we estimate that the amount that we would be required to pay under the tax receivables agreement could be approximately $164 million.
Assuming no material changes in relevant tax law and based on our current operating plan and other assumptions, if all of the Class B-1 units were acquired by us in taxable transactions at December 31, 2025 for a price of $12.95 (which is the last reported sale price of our Class A common stock as of December 31, 2025 on the NYSE) per Class B-1 unit, we estimate that the amount that we would be required to pay under the tax receivables agreement could be approximately $163 million.
Our existing or future indebtedness could have important consequences, including: • requiring us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures or other corporate purposes; • increasing our vulnerability to general adverse economic, industry, and market conditions; • subjecting us to restrictive covenants, including restrictions on our ability to pay dividends and requiring the pledge of substantially all of our assets as collateral, that may reduce our ability to take certain corporate actions or obtain further debt or equity financing; • limiting our ability to plan for and respond to business opportunities or changes in our business or industry; and • placing us at a competitive disadvantage compared with our competitors that have less debt or better debt servicing options. 26 Table of Contents In addition, our indebtedness under the 2021 Credit Facilities bears interest at a variable rate, making us vulnerable to increases in the market rate of interest.
Our existing or future indebtedness could have important consequences, including: • requiring us to dedicate a substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures or other corporate purposes; • increasing our vulnerability to general adverse economic, industry, and market conditions; • subjecting us to restrictive covenants, including restrictions on our ability to pay dividends and requiring the pledge of substantially all of our assets as collateral, that may reduce our ability to take certain corporate actions or obtain further debt or equity financing; • limiting our ability to plan for and respond to business opportunities or changes in our business or industry; and 26 Table of Contents • placing us at a competitive disadvantage compared with our competitors that have less debt or better debt servicing options.
We could be subject to suits by parties 35 Table of Contents claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms.
We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms.
However, because our Supply Partners may acquire Consumer Referrals from third-party suppliers, and our Demand Partners may resell Consumer Referrals to third-party advertisers, with whom we do not have direct contractual relationships, we may not be able to monitor their compliance activity effectively.
However, because our Supply Partners may acquire Consumer Referrals from third-party suppliers, and our Demand Partners are independent third parties and may also resell Consumer Referrals to other third-party advertisers with whom we do not have direct contractual relationships, we may not be able to monitor their compliance activity effectively.
If one or more analysts 39 Table of Contents cease to cover our Class A common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our stock price to decline.
If one or more analysts cease to cover our Class A common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our stock price to decline.
If Supply Partners are not able to obtain the best yield on their traffic using our platform, they may stop using our platform to make their Consumer Referrals available. 19 Table of Contents The majority of our partners can stop using our platform at any time with no notice.
Supply Partners use our platform to optimize consumer conversions and the yield on their traffic. If Supply Partners are not able to obtain the best yield on their traffic using our platform, they may stop using our platform to make their Consumer Referrals available. The majority of our partners can stop using our platform at any time with no notice.
Our top 20 Demand Partners represented 72% and 41% of our revenue for the years ended December 31, 2024 and 2023, respectively.
Our top 20 Demand Partners represented 82% and 72% of our revenue for the years ended December 31, 2025 and 2024, respectively.
We have in the past and may from time to time in the future be involved in various legal proceedings, including, but not limited to, actions relating to claims of violations of laws or regulations, breach of contract, and intellectual property infringement, misappropriation or other violation. In addition to the FTC Matter, there are other sources of litigation risk.
We have in the past and may from time to time in the future be involved in various legal proceedings, including, but not limited to, actions relating to claims of violations of laws or regulations, breach of contract, and intellectual property infringement, misappropriation or other violation.
For example, unauthorized parties could steal consumer names, email addresses, physical addresses, phone numbers, and other information, which we collect when providing our services. 31 Table of Contents Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which could include personally identifiable information or other user data, may result in governmental investigations, enforcement actions, regulatory fines, litigation, and public statements against us by consumer advocacy groups or others, and could cause consumers and partners to lose trust in us, all of which could be costly and have an adverse effect on our business, financial condition, operating results, cash flows, and prospects.
Any failure or perceived failure by us to comply with our privacy policies, our privacy-related obligations to consumers or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of sensitive information, which could include personally identifiable information or other user data, may result in governmental investigations, enforcement actions, regulatory fines, litigation, and public statements against us by consumer advocacy groups or others, and could cause consumers and partners to lose trust in us, all of which could be costly and have an adverse effect on our business, financial condition, operating results, cash flows, and prospects.
Many of our current and potential competitors also have other competitive advantages over us, such as longer operating histories, greater brand recognition, larger client bases, greater access to Consumer Referrals or web traffic more generally, and significantly greater financial, technical, and marketing resources. As a result, we may not be able to compete successfully.
Many of our current and potential competitors also have other competitive advantages over us, such as longer operating histories, greater brand recognition, larger client bases, greater access to Consumer Referrals or web traffic more generally, and significantly greater financial, technical, and marketing resources.
In connection with the IPO, the Secondary Offering, and in our ordinary course of business we purchased or exchanged Class B-1 units from certain unitholders.
In connection with the IPO and various secondary offerings and share repurchases, and in our ordinary course of business, we have purchased or exchanged Class B-1 units from certain unitholders.
In November 2021, pursuant to a registration rights agreement with certain of our existing investors, including White Mountains, Insignia, and the Senior Executives, we registered certain of their shares of our Class A common stock, including those delivered in exchange for Class B-1 units, for resale, of which 23.7 million shares remained registered and available for sale as of May 7, 2024.
In November 2021, pursuant to a registration rights agreement with certain of our existing investors, including White Mountains and the Senior Executives, we registered certain of the shares of our Class A common stock, including those delivered in exchange for Class B-1 units, for resale, of which approximately 20 million shares remained registered and available for sale as of December 31, 2025.
The FTC Staff alleges that, in connection with our lead generation and telemarketing activities, we have represented ourselves as affiliated with government entities, made misleading claims (in particular regarding health insurance products and our use of consumers’ personal information) and utilized deceptive advertising, in violation of Section 5(a) of the FTC Act.
In October 2024, the staff of the Federal Trade Commission (“FTC Staff”) alleged that, in connection with our lead generation and telemarketing activities, we had represented ourselves as affiliated with government entities, made misleading claims (in particular regarding health insurance products and our use of consumers’ personal information) and utilized deceptive advertising, in violation of Section 5(a) of the FTC Act.
We may not be able to realize all or a portion of the tax benefits that are currently expected to result from our purchase (through Intermediate Holdco) of Class B-1 units from certain unitholders in connection with the IPO, the Pre-IPO Leveraged Distribution and other actual or deemed distributions by QLH to its members, post-IPO exchanges of Class B-1 units, the utilization of pre-IPO net operating losses of Intermediate Holdco, and payments made under the tax receivables agreement.
We might not determine whether we have effectively made such excess cash payments for a number of years following the time of such payments. 45 Table of Contents We may not be able to realize all or a portion of the tax benefits that are currently expected to result from our purchase (through Intermediate Holdco) of Class B-1 units from certain unitholders in connection with the IPO, the Pre-IPO Leveraged Distribution and other actual or deemed distributions by QLH to its members, post-IPO exchanges of Class B-1 units, the utilization of pre-IPO net operating losses of Intermediate Holdco, and payments made under the tax receivables agreement.
We will likely experience such insurance industry cycles again in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects. The FTC Matter could have a material adverse effect on our business.
We will likely experience such insurance industry cycles again in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.
The perception in the public market that our pre-IPO stockholders might sell shares of Class A common stock could also depress our market price. As of December 31, 2024, 55.5 million Class A-1 units and 11.6 million Class B-1 units were outstanding.
The perception in the public market that our pre-IPO stockholders might sell shares of Class A common stock could also depress our market price. As of December 31, 2025, 56.2 million Class A-1 units and 8.3 million Class B-1 units were outstanding.
We maintain cash balances in our bank accounts that exceed the FDIC insurance limitation. We maintain our cash assets at commercial banks in the U.S. in amounts in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000.
We maintain our cash assets at commercial banks in the U.S. in amounts in excess of the Federal Deposit Insurance Corporation insurance limit of $250,000.
In many jurisdictions, enforcement actions and consequences for non-compliance are rising. In the U.S., these include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.
In the U.S., these include enforcement actions in response to rules and regulations promulgated under the authority of federal agencies and state attorneys general and legislatures and consumer protection agencies.
We and our partners make telephone calls and send emails and text messages to potential and existing consumers, which are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the TCPA and TSR. In connection with the FTC Matter, the FTC Staff has alleged that we have violated the TSR.
We and our partners make telephone calls and send emails and text messages to potential and existing consumers, which are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the TCPA and TSR.
This demand is particularly acute in the Seattle, Washington area, where our technology and engineering team is based. Competition for their talents is intense, and retaining such individuals can be difficult.
Experienced information technology personnel, who are critical to the success of our business, are in particularly high demand. This demand is particularly acute in the Seattle, Washington area, where our technology and engineering team is based. Competition for their talents is intense, and retaining such individuals can be difficult.
Certain of our pre-IPO stockholders could have business interests that conflict with those of the other investors, which may make it difficult for us to pursue strategic initiatives that require consensus among our owners.
Different interests among our investors or between our investors and us, including with respect to related party transactions, could prevent us from achieving our business goals. Certain of our pre-IPO stockholders could have business interests that conflict with those of the other investors, which may make it difficult for us to pursue strategic initiatives that require consensus among our owners.
These additional obligations could have a material adverse effect on our business, financial condition and results of operations. Risks related to internal control on financial reporting As a public company, we are required to establish and maintain effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act.
Risks related to internal control on financial reporting As a public company, we are required to establish and maintain effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act.
If we or any of our partners or third-party service providers experience security breaches that cause interruptions to the services we provide, or the loss or unauthorized disclosure or use of confidential information, it could cause partners or consumers to lose confidence and trust in us and our services, terminate data integrations with us, or stop using our platform or websites entirely, which could have an adverse effect on our business, financial condition, operating results, cash flows, and prospects. 30 Table of Contents We take efforts to protect our systems and data, including establishing cybersecurity policies and processes, performing risk assessments to aid in the identification and mitigation of threats, and implementing technological measures designed to provide multiple layers of security.
If we or any of our partners or third-party service providers experience security breaches that cause interruptions to the services we provide, or the loss or unauthorized disclosure or use of confidential information, it could cause partners or consumers to lose confidence and trust in us and our services, terminate data integrations with us, or stop using our platform or websites entirely, which could have an adverse effect on our business, financial condition, operating results, cash flows, and prospects.
Our largest Demand Partner represented 23% and 7% of our revenue for the years ended December 31, 2024 and 2023, respectively, and our next largest Demand Partner represented 18% and 6% of revenue for the years ended December 31, 2024 and 2023, respectively.
Our largest Demand Partner represented 25% and 23% of our revenue for the years ended December 31, 2025 and 19 Table of Contents 2024, respectively, and our next largest Demand Partner represented 24% and 18% of revenue for the years ended December 31, 2025 and 2024, respectively.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected. 27 Table of Contents We have incurred significant net losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term.
If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected.
If we are unable to cause our Supply Partners to monitor and enforce our Demand Partners’ contractual restrictions on such affiliates, our Demand Partners may terminate their relationships with us or decrease their customer acquisition budgets with us.
If we are unable to cause our Supply Partners to monitor and enforce our Demand Partners’ contractual restrictions on such affiliates, our Demand Partners may terminate their relationships with us or decrease their customer acquisition budgets with us. 28 Table of Contents We maintain cash balances in our bank accounts that exceed the FDIC insurance limitation.
In addition, CMS has recently proposed changes in the regulations regarding the compensation of Medicare brokers and the maximum duration of short-term, limited-duration health insurance plans, These or other changes have impacted and could in the future impact the manner in which we or our partners are permitted to conduct business, which could negatively affect our and/or their marketing practices, budgets, and overall level of business with us, which could adversely impact our business, financial condition, operating results, cash flows, and prospects.
These or other changes have impacted and could in the future impact the manner in which we or our 36 Table of Contents partners are permitted to conduct business, and/or the profitability of our partners’ Medicare businesses, which could negatively affect our and/or their marketing practices, budgets, and overall level of business with us, which could adversely impact our business, financial condition, operating results, cash flows, and prospects.
In addition, if insurance carriers experience large or unexpected underwriting losses due to a natural disaster or act of terrorism, these carriers may decrease the amount of money they spend on customer acquisition spending until they can obtain regulatory approval to raise premiums. Any of these risks could adversely affect our business, financial condition, operating results, cash flows, and prospects.
In addition, if insurance carriers experience large or unexpected underwriting losses due to a natural disaster, act of terrorism or other catastrophic event, 29 Table of Contents these carriers may decrease the amount of money they spend on customer acquisition spending until they can obtain regulatory approval to raise premiums.
For example, state insurance regulators have in the past and may in the future make claims that certain of our proprietary properties, particularly in our health insurance vertical, do not comply with one or more regulations governing marketing of insurance products in that state.
For example, the FTC Staff alleged that we had violated certain U.S. federal laws in connection with our lead generation and telemarketing activities, and state insurance regulators or attorneys general have in the past and may in the future make claims that certain of our proprietary properties, particularly in our health insurance vertical, do not comply with one or more regulations governing consumer protection and/or the marketing of insurance products in that state.
The 2021 Revolving Credit Facility is available for general corporate purposes. The 2021 Credit Facilities will mature on July 29, 2026. As of December 31, 2024, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $158.5 million and our borrowing capacity under the 2021 Revolving Credit Facility was $45.0 million.
The 2021 Credit Facilities will mature on July 29, 2026 with respect to the non-extending lenders, and July 29, 2027 with respect to the extending lenders. As of December 31, 2025, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $149.0 million and our borrowing capacity under the 2021 Revolving Credit Facility was $45.0 million.
Laws in all 50 states require businesses to provide notice to consumers whose personally identifiable information has been disclosed as a result of a data breach. The laws are not consistent, and compliance in the event of a widespread data breach is costly. States are also frequently amending existing laws, requiring attention to frequently changing regulatory requirements.
The laws are not consistent, and compliance in the event of a widespread data breach is costly. States are also frequently amending existing laws, requiring attention to frequently changing regulatory requirements.
We will not be reimbursed for any payments made to Insignia, the Senior Executives, or White Mountains under the tax receivables agreement in the event that any tax benefits are disallowed. As a result, we could make payments under the tax receivables agreement in excess of our cash tax savings that we ultimately realize.
Payments under the tax receivables agreement are not conditioned on Insignia’s, the Senior Executives’, or White Mountains’ continued ownership of any of our equity. We will not be reimbursed for any payments made to Insignia, the Senior Executives, or White Mountains under the tax receivables agreement in the event that any tax benefits are disallowed.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe use various tools and methodologies to manage cybersecurity risk that are tested on a regular cadence and at least annually. We also monitor and evaluate our cybersecurity posture and performance on an ongoing basis through regular vulnerability scans, penetration tests and threat intelligence feeds.
Biggest changeWe use various tools and methodologies to manage cybersecurity risk that are tested on a regular cadence and at least annually. We also monitor and evaluate our cybersecurity posture and performance on an ongoing basis through regular 46 Table of Contents vulnerability scans, penetration tests, and threat intelligence feeds.
Our cybersecurity program is managed by a dedicated Chief Information Security Officer (“CISO”) with over 25 years of experience, who has held leadership roles during his career managing cybersecurity, information compliance and governance, privacy programs, and risk remediation.
Our cybersecurity program is managed by a dedicated Chief Information Security Officer (“CISO”) with over 30 years of experience, who has held leadership roles during his career managing cybersecurity, information compliance and governance, privacy programs, and risk remediation.
Item 1C. Cybersecurity. Risk management and strategy 47 Table of Contents Our technology platform and other information systems are subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws and other litigation and legal risk, and reputational risk.
Item 1C. Cybersecurity. Risk management and strategy Our technology platform and other information systems are subject to various cybersecurity risks that could adversely affect our business, financial condition, and results of operations, including intellectual property theft, fraud, extortion, harm to employees or customers, violation of privacy laws and other litigation and legal risk, and reputational risk.
We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity program is aligned with industry standards and best practices. We are currently pursuing a SOC 2 Type 2 Report, and are working to achieve alignment with the National Institute of Standards and Technology (“NIST”) 800-171 Cybersecurity Framework.
We have implemented a risk-based approach to identify and assess the cybersecurity threats that could affect our business and information systems. Our cybersecurity program is aligned with industry standards and best practices. We maintain SOC 2 Type 2 compliance, and are working to achieve alignment with the National Institute of Standards and Technology (“NIST”) 800-171 Cybersecurity Framework.
The Audit Committee oversees management’s remediation actions relating to such events, and approves management’s assessment of the materiality of the event to the Company. 48 Table of Contents
The Audit Committee oversees management’s remediation actions relating to such events, and approves management’s assessment of the materiality of the event to the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive office is located in Los Angeles, California. In addition to our Los Angeles office, we operate from four other offices located in Bellevue, Washington; Tempe, Arizona; St. Petersburg, Florida; and Taipei, Taiwan. We lease each of our offices. We believe that our current facilities are adequate to meet our immediate needs.
Biggest changeItem 2. Properties. Our principal executive office is located in Los Angeles, California. In addition to our Los Angeles office, we operate from three other offices located in Bellevue, Washington; Tempe, Arizona; and Taipei, Taiwan. We lease each of our offices. We believe that our current facilities are adequate to meet our immediate needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor more information regarding material lawsuits and proceedings (including those known to be contemplated by governmental authorities), see Part II, Item 8 "Financial Statements and Supplementary Data—Note 8 to the Consolidated Financial Statements—Commitments and contingencies - Litigation and other matters" of this Annual Report on Form 10-K, which is hereby incorporated by reference in its entirety in this Item 3.
Biggest changeFor more information regarding material lawsuits and proceedings (including those known to be contemplated by governmental authorities), see Part II, Item 8 "Financial Statements and Supplementary Data—Note 7 to the Consolidated Financial Statements—Commitments and contingencies - Litigation and other matters" of this Annual Report on Form 10-K, which is hereby incorporated by reference in its entirety in this Item 3. 47 Table of Contents Item 4.
Item 4. Mine Safety Disclosures. Not applicable. 49 Table of Contents PART II
Mine Safety Disclosures. Not applicable. 48 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities The following table provides information about our share repurchase activity for the quarter ended December 31, 2024: 2024 Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 through October 31 — — N/A N/A November 1 through November 30 90,522 12.37 N/A N/A December 1 through December 31 — — N/A N/A (1) These 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.
Biggest changeIssuer Purchases of Equity Securities The following table provides information about our share repurchase activity for the quarter ended December 31, 2025: 2025 Total Number of Shares Purchased (1)(2) Average Price Paid per Share (3) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) October 1 through October 31 — $ — — $ 50,000,000 November 1 through November 30 948,237 $ 12.66 847,351 $ 39,246,749 December 1 through December 31 270,013 $ 13.37 270,013 $ 35,637,893 Total 1,218,250 1,117,364 (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.
Securities authorized for issuance under equity compensation plans The information required by this item will be included in our Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 and is incorporated herein by reference. 50 Table of Contents Performance Graph The performance graph and related information shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Exchange Act nor shall such information be incorporated by reference into any filing of MediaAlpha, Inc. under the Exchange Act or the Securities Act, except to the extent we specifically incorporate it by reference in such filing.
Securities authorized for issuance under equity compensation plans The information required by this item will be included in our Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 and is incorporated herein by reference. 49 Table of Contents Performance Graph The performance graph and related information shall not be deemed to be “soliciting material” or “filed” for purposes of Section 18 of the Exchange Act nor shall such information be incorporated by reference into any filing of MediaAlpha, Inc. under the Exchange Act or the Securities Act, except to the extent we specifically incorporate it by reference in such filing.
The graph set forth above compares the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Russell 3000 Index and the S&P 500 Information Technology Index between October 28, 2020 (the date our Class A common stock commenced trading on NYSE) through December 31, 2024.
The graph set forth above compares the cumulative total return to stockholders on our Class A common stock relative to the cumulative total returns of the Russell 3000 Index and the S&P 500 Information Technology Index between December 31, 2020 through December 31, 2025.
Holders of Record As of January 31, 2025, there were 10 holders of record of our Class A common stock and 12 holders of record of our Class B common stock. We believe there are a significantly larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of stockholders.
Holders of Record As of January 30, 2026, there were 9 holders of record of our Class A common stock and 7 holders of record of our Class B common stock. We believe there are a significantly larger number of beneficial owners of our common stock because many shares are held by brokers and other institutions on behalf of stockholders.
We withheld these shares at their fair market values based upon the closing prices of our Class A Common Shares as reported by the NYSE on the day preceding the vesting dates. 51 Table of Contents Item 6. Reserved.
We withheld these shares at their fair market values based upon the closing prices of our Class A Common Shares as reported by the NYSE on the day preceding the vesting dates. (3) Includes commissions paid, but excludes any estimated excise taxes payable on share repurchases. Item 6. Reserved.
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We may repurchase such shares through open market transactions, privately negotiated transactions, preset trading plans, block trades or any combination of such methods. 50 Table of Contents (2) For November 2025, 100,886 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of operations The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 (in thousands) Revenue $ 864,704 100.0 % $ 388,149 100.0 % Costs and operating expenses Cost of revenue 721,131 83.4 % 321,437 82.8 % Sales and marketing 24,725 2.9 % 25,432 6.6 % Product development 19,764 2.3 % 18,458 4.8 % General and administrative 56,359 6.5 % 62,746 16.2 % Total costs and operating expenses 821,979 95.1 % 428,073 110.3 % Income (loss) from operations 42,725 4.9 % (39,924) (10.3) % Other expense, net 4,872 0.6 % 1,779 0.5 % Interest expense 14,351 1.7 % 15,315 3.9 % Total other expense, net 19,223 2.2 % 17,094 4.4 % Income (loss) before income taxes 23,502 2.7 % (57,018) (14.7) % Income tax expense (benefit) 1,384 0.2 % (463) (0.1) % Net income (loss) $ 22,118 2.6 % $ (56,555) (14.6) % Net income (loss) attributable to non-controlling interest 5,489 0.6 % (16,135) (4.2) % Net income (loss) attributable to MediaAlpha, Inc. $ 16,629 1.9 % $ (40,420) (10.4) % Net income (loss) per share of Class A common stock -Basic and diluted $ 0.31 $ (0.89) Weighted average shares of Class A common stock outstanding -Basic and diluted 53,043,576 45,573,416 Revenue The following table presents our revenue, disaggregated by vertical, for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Property & casualty insurance $ 658,197 493,963 300.8 % $ 164,234 Percentage of revenue 76.1 % 42.3 % Health insurance 173,531 (12,744) (6.8) % 186,275 Percentage of revenue 20.1 % 48.0 % Life insurance 24,374 87 0.4 % 24,287 Percentage of revenue 2.8 % 6.3 % Other 8,602 (4,751) (35.6) % 13,353 Percentage of revenue 1.0 % 3.4 % Revenue $ 864,704 476,555 122.8 % $ 388,149 57 Table of Contents The increase in P&C insurance revenue for the year ended December 31, 2024, compared with the year ended December 31, 2023, was due primarily to an increase in customer acquisition spending by P&C carriers as insurance industry profitability improved throughout the year due to premium increases beginning to outpace loss cost inflation.
Biggest changeWe allocate a share of the pre-tax income (loss) of the QLH incurred subsequent to the Reorganization Transactions to the non-controlling interest holders pro-rata to their ownership interest in QLH. 56 Table of Contents Results of operations The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 (in thousands) Revenue $ 1,113,600 100.0 % $ 864,704 100.0 % Costs and operating expenses Cost of revenue 946,057 85.0 % 721,131 83.4 % Sales and marketing 21,055 1.9 % 24,725 2.9 % Product development 21,396 1.9 % 19,764 2.3 % General and administrative 89,556 8.0 % 56,359 6.5 % Write-off of intangible assets 13,416 1.2 % — 0.0 % Total costs and operating expenses 1,091,480 98.0 % 821,979 95.1 % Income from operations 22,120 2.0 % 42,725 4.9 % Other expense, net 121,938 10.9 % 4,872 0.6 % Interest expense 11,243 1.0 % 14,351 1.7 % Total other expense, net 133,181 12.0 % 19,223 2.2 % (Loss) income before income taxes (111,061) (10.0) % 23,502 2.7 % Income tax (benefit) expense (137,822) (12.4) % 1,384 0.2 % Net income $ 26,761 2.4 % $ 22,118 2.6 % Net income attributable to non-controlling interest 1,138 0.1 % 5,489 0.6 % Net income attributable to MediaAlpha, Inc. $ 25,623 2.3 % $ 16,629 1.9 % Net income attributable to MediaAlpha, Inc. per share of Class A common stock -Basic $ 0.46 $ 0.31 -Diluted $ 0.39 $ 0.31 Weighted average shares of Class A common stock outstanding -Basic 56,244,357 53,043,576 -Diluted 66,786,155 53,043,576 Revenue The following table presents our revenue, disaggregated by vertical, for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Property & casualty insurance $ 1,003,038 344,841 52.4 % $ 658,197 Percentage of revenue 90.1 % 76.1 % Health insurance 85,696 (87,835) (50.6) % 173,531 Percentage of revenue 7.7 % 20.1 % Life insurance 21,700 (2,674) (11.0) % 24,374 Percentage of revenue 1.9 % 2.8 % Other 3,166 (5,436) (63.2) % 8,602 Percentage of revenue 0.3 % 1.0 % Revenue $ 1,113,600 248,896 28.8 % $ 864,704 The increase in P&C insurance revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, was due to a sustained increase in customer acquisition spending by P&C insurance Demand Partners 57 Table of Contents driven by significant year-over-year increases in underwriting profitability and marketing budgets, and an increased supply of Consumer Referrals due to the addition of new Supply Partners.
Liabilities related to the tax receivables agreement As described in Part II, Item 8 “Financial Statements and Supplementary Data - Note 1 to the Consolidated Financial Statements - Organization and Background” of this Annual Report on Form 10-K, we are a party to the TRA, under which we are contractually committed to pay the non-controlling interest holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions.
Liabilities related to the tax receivables agreement As described in Part II, Item 8 “Financial Statements and Supplementary Data - Note 1 to the Consolidated Financial Statements - Organization and Background” of this Annual Report on Form 10-K, we are a party to the TRA, under which we are contractually obligated to pay the non-controlling interest holders in QLH 85% of the amount of any tax benefits that we actually realize, or in some cases are deemed to realize as a result of certain transactions.
Regulations Our revenue and earnings may fluctuate from time to time as a result of federal, state, international and industry-based laws, directives and regulations and developing standards with respect to the enforcement of those regulations.
Regulation Our revenue and earnings may fluctuate from time to time as a result of federal, state, international and industry-based laws, directives and regulations and developing standards with respect to the enforcement of those regulations.
We have omitted discussion of 2022 results where it would be redundant to the discussion previously included in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission and is incorporated by reference, and should be referred to for information regarding this period.
We have omitted discussion of 2023 results where it would be redundant to the discussion previously included in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission and is incorporated by reference, and should be referred to for information regarding this period.
In addition the 2021 Term Loan Facility also requires mandatory prepayments of principal in the amount of any Excess Cash Flow (as defined in the Amended Credit Agreement) on an annual basis.
The 2021 Term Loan Facility also requires mandatory prepayments of principal in the amount of any Excess Cash Flow (as defined in the Amended Credit Agreement) on an annual basis.
On October 30, 2024, we received an initial settlement demand from the staff of the FTC (the “FTC Staff”) stating that the FTC Staff is prepared to recommend that the FTC approve the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the TSR and the Government and Business Impersonation Rule (the “Impersonation Rule”).
On October 30, 2024, we received an initial settlement demand from the staff of the FTC (the “FTC Staff”) stating that the FTC Staff was prepared to recommend that the FTC approve the filing of a complaint against the Company for violations of Section 5(a) of the FTC Act, the TSR and the Government and Business Impersonation Rule (the “Impersonation Rule”).
We amended the TRA on October 1, 2023 to, among other things, provide for use of a blended state tax rate and replace the LIBOR with the SOFR as the interest rate benchmark. In addition to tax expenses, we may also make payments under the TRA, which could be significant.
We amended the TRA on October 1, 2023 to, among other things, provide for use of a blended state tax rate and replace the LIBOR with the SOFR as the interest rate benchmark. 67 Table of Contents In addition to tax expenses, we may also make payments under the TRA, which could be significant.
The incurrence of additional debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. Our material cash requirements include our long-term debt, operating lease obligations, and any payments under the TRA.
The incurrence of additional debt financing would result in debt service obligations, and any future instruments 65 Table of Contents governing such debt could provide for operating and financing covenants that could restrict our operations. Our material cash requirements include our long-term debt, operating lease obligations, and any payments under the TRA.
We do not promise to provide any other significant goods or services to our partners after delivery and generally do not offer a right of return. 55 Table of Contents Costs and operating expenses Costs and operating expenses consist primarily of cost of revenue, sales and marketing expenses, product expenses and general and administrative expenses.
We do not promise to provide any other significant goods or services to our partners after delivery and generally do not offer a right of return. Costs and operating expenses Costs and operating expenses consist primarily of cost of revenue, sales and marketing expenses, product expenses and general and administrative expenses.
In connection with the IPO, we entered into the Tax Receivables Agreement (“TRA”), as amended, with Insignia, the Senior Executives, and White Mountains related to the tax basis step-up of the assets of QLH and certain net operating losses of 66 Table of Contents Intermediate Holdco.
In connection with the IPO, we entered into the Tax Receivables Agreement (“TRA”), as amended, with Insignia, the Senior Executives, and White Mountains related to the tax basis step-up of the assets of QLH and certain net operating losses of Intermediate Holdco.
While it is unclear how some of these changes may ultimately be interpreted, they may have a significant impact on the market for leads, and may require us and our Partners to modify our telemarketing practices 54 Table of Contents and policies.
While it is unclear how some of these changes may ultimately be interpreted, they may have a significant impact on the market for leads, and may require us and our Partners to modify our telemarketing practices and policies.
We generated Excess Cash Flow for the year ended December 31, 2023, and prepaid approximately $3.0 million of the principal under the 2021 Term Loan Facility during the year ended December 31, 2024. As of December 31, 2024 we did not generate any Excess Cash Flows.
We generated Excess Cash Flow for the year ended December 31, 2023, and prepaid approximately $3.0 million of the principal under the 2021 Term Loan Facility during the year ended December 31, 2024. For the years ended December 31, 2025 and 2024, we did not generate any Excess Cash Flows.
General and administrative General and administrative expenses consist primarily of an allocation of personnel expenses for executive, finance, legal, people operations, and business analytics employees, and include salaries, wages, equity-based compensation, and the cost of health and other employee benefits.
General and administrative General and administrative expenses consist primarily of an allocation of personnel expenses for executive, finance, legal, people operations, and business analytics employees, and include salaries, wages, equity-based compensation, and the 55 Table of Contents cost of health and other employee benefits.
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.
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.
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. 62 Table of Contents The following table presents Transaction Value by platform model for the years ended December 31, 2024 and 2023.
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 years ended December 31, 2025 and 2024.
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 year ended December 31, 2024, 15 of the top 20 largest auto insurance carriers by customer acquisition spend were on our platform.
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 year ended December 31, 2025, 16 of the 20 largest auto insurance carriers by customer acquisition spend in 2024 were active on our platform.
For the year ended December 31, 2024, 96% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2023. Our Demand and Supply Partners Our success depends on our ability to retain and grow the number of high-quality Demand and Supply Partners on our platform.
For the year ended December 31, 2025, 99% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2024. Our Demand and Supply Partners Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform.
As a result, the price paid by the Demand Partners for Consumer Referrals sold is recognized as revenue and the price paid to the Supply Partner is included in cost of revenue. In our Private Marketplace transactions, Supply Partners and Demand Partners contract with one another directly.
We are the principal in Open Marketplace transactions. As a result, the price paid by the Demand Partners for Consumer Referrals sold is recognized as revenue and the price paid to the Supply Partner is included in cost of revenue. In our Private Marketplace transactions, Supply Partners and Demand Partners contract with one another directly.
We use the number of Demand and Supply Partners on our platform to evaluate our current business performance and future business prospects. 63 Table of Contents Liquidity and capital resources Overview Our principal sources of liquidity are our cash flow generated from operations and cash and funds available under the 2021 Revolving Credit Facility.
We use the number of Demand and Supply Partners on our platform to evaluate our current business performance and future business prospects. Liquidity and capital resources Overview Our principal sources of liquidity are our cash flows generated from operations and cash and funds available under the 2021 Revolving Credit Facility.
For the years ended December 31, 2024 and 2023, there were no impairments recognized for long-lived assets. 68 Table of Contents Income taxes We are subject to U.S. federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of QLH, as well as any stand-alone income or loss we generate.
For the year ended December 31, 2024, there were no impairments recognized for long-lived assets. Income taxes We are subject to U.S. federal, state and foreign income taxes with respect to our allocable share of any taxable income or loss of QLH, as well as any stand-alone income or loss we generate.
Transaction Value on our platform increased to $1.5 billion for the year ended December 31, 2024 from $593.4 million for the year ended December 31, 2023, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability.
Transaction Value on our platform increased to $2.2 billion for the year ended December 31, 2025 from $1.5 billion for the year ended December 31, 2024, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability.
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 December 31, 2024, our ownership interest in QLH was 82.7%.
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 December 31, 2025, our ownership interest in QLH was 87.1%.
As of December 31, 2024, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $158.5 million and our borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million.
As of December 31, 2025, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $149.0 million and our borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million.
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 as multiple carriers meaningfully increased their spending in our marketplaces.
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.
The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Clicks 84.1 % 69.4 % Calls 9.4 % 18.6 % Leads 6.5 % 12.0 % Number of Demand and Supply Partners The aggregate number of Demand and Supply Partners on our platform determines in part the level of Consumer Referral demand and supply on our platform.
The following table presents the percentages of total Transaction Value generated from clicks, calls and leads for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Clicks 90.1 % 84.1 % Calls 4.2 % 9.4 % Leads 5.7 % 6.5 % Number of Demand and Supply Partners The aggregate number of Demand and Supply Partners on our platform determines in part the level of Consumer Referral demand and supply on our platform.
Supply Partners are not a party to the contractual arrangements with our Demand Partners, nor are the Supply Partners the beneficiaries of our Demand Partner agreements. We separately pay (i) a revenue share to Supply Partners or (ii) a fee to internet search companies to drive consumers to our proprietary websites. We are the principal in Open Marketplace transactions.
Supply Partners are not 54 Table of Contents a party to the contractual arrangements with our Demand Partners, nor are the Supply Partners the beneficiaries of our Demand Partner agreements. We separately pay (i) a revenue share to Supply Partners or (ii) a fee to internet search companies to drive consumers to our proprietary websites.
During the year ended December 31, 2024, consumers shopped for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites each month, driving an average of 9.9 million Consumer Referrals on our platform each month. We generate revenue by earning a fee for each Consumer Referral sold on our platform.
During the year ended December 31, 2025, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.8 million Consumer Referrals on our platform each month. We generate revenue by earning a fee for each Consumer Referral sold on our platform.
The increase in life insurance revenue for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven by an increase in the supply of Consumer Referrals from our owned and operated sites.
The decrease in life insurance revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by a decrease in the supply of Consumer Referrals from our owned and operated sites.
Our principal uses of cash include funding of our operations, interest payments, and mandatory principal payments on our long-term debt. As of December 31, 2024 and December 31, 2023, our cash and cash equivalents totaled $43.3 million and $17.3 million, respectively.
Our principal uses of cash include funding of our operations, interest payments, share repurchases, and mandatory principal payments on our long-term debt. As of December 31, 2025 and December 31, 2024, our cash and cash equivalents totaled $46.9 million and $43.3 million, respectively.
The aggregate number of Demand and Supply Partners active on our platform, excluding our agent partners, was 53 Table of Contents approximately 1,230 for the years ended December 31, 2024 and 2023. We retain and attract Demand Partners by finding high-quality sources of Consumer Referrals to make available to our Demand Partners.
The aggregate number of Demand Partners and Supply Partners active on our platform, in addition to our agent partners, was approximately 1,160 and 1,230 for the years ended December 31, 2025 and 2024, respectively. We retain and attract Demand Partners in part by finding high-quality sources of Consumer Referrals to make available to our Demand Partners.
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.
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.
Cash flows used in financing activities were $19.2 million for the year ended December 31, 2024, compared with $17.4 million for the year ended December 31, 2023.
Financing activities Cash flows used in financing activities were $61.6 million for the year ended December 31, 2025, compared with $19.2 million for the year ended December 31, 2024.
The aggregate number of consumer clicks, calls, and leads purchased by insurance buyers on our platform increased to 118.8 million for the year ended December 31, 2024 from 98.8 million for the year ended December 31, 2023.
The aggregate number of consumer clicks, calls, and leads purchased by Demand Partners on our platform increased to 141.5 million for the year ended December 31, 2025 from 118.8 million for the year ended December 31, 2024.
We believe we are the largest online customer acquisition platform in our core verticals of P&C insurance, health insurance, and life insurance, supporting $1.5 billion in Transaction Value across our platform from these verticals in the year ended December 31, 2024. We have multi-faceted relationships with top-tier insurance carriers and distributors.
We believe we are the leading customer acquisition infrastructure for insurance carriers, supporting $2.2 billion in Transaction Value across our platform from our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance in the year ended December 31, 2025. We have multi-faceted relationships with top-tier insurance carriers and distributors.
(2) Contract settlement consists of $1.7 million of income for the year ended December 31, 2024 recorded in connection with a one-time contract termination fee received from one of our Supply Partners in the Health and Life insurance verticals that ceased operations during the year ended December 31, 2024.
(3) Contract settlement consists of income recorded for the year ended December 31, 2024 in connection with a one-time contract termination fee received from one of our partners in the Health insurance vertical that ceased operations during such year.
For the years ended December 31, 2024 and 2023, there were no impairments recognized for goodwill. Impairment of long-lived assets Long-lived assets such as property and equipment and finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
Impairment of long-lived assets Long-lived assets such as property and equipment and finite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable.
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.
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.
Product development The following table presents our product development expenses for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Product development $ 19,764 1,306 7.1 % $ 18,458 Percentage of revenue 2.3 % 4.8 % 58 Table of Contents The increase in product development expenses for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by an increase in personnel-related costs of $2.1 million as we hired additional employees and due to accrual for higher bonuses, offset in part by a decrease in equity-based compensation expense of $1.3 million.
Product development The following table presents our product development expenses for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Product development $ 21,396 1,632 8.3 % $ 19,764 Percentage of revenue 1.9 % 2.3 % 58 Table of Contents The increase in product development expenses for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by an increase in personnel-related costs of $2.4 million due to planned headcount increase, offset in part by a decrease in equity-based compensation expense of $1.0 million as discussed further below.
Changes in TRA related liability for the year ended December 31, 2023 consist of immaterial expense. (4) Legal expenses of $11.1 million for the year ended December 31, 2024, consist of a $7.0 million loss reserve established in connection with the FTC Matter and legal fees incurred in connection with such matter.
Legal expenses for the year ended December 31, 2024, consist of a $7.0 million loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter.
Sales and marketing The following table presents our sales and marketing expenses for the years ended December 31, 2024 and 2023 and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Sales and marketing $ 24,725 (707) (2.8) % $ 25,432 Percentage of revenue 2.9 % 6.6 % The decrease in sales and marketing expenses for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by a decrease in equity-based compensation expense of $1.4 million and a decrease in amortization expense of $0.6 million, offset in part by an increase in personnel-related costs of $1.1 million due primarily to accruals for higher bonus payouts during the year ended December 31, 2024.
Sales and marketing The following table presents our sales and marketing expenses for the years ended December 31, 2025 and 2024 and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Sales and marketing $ 21,055 (3,670) (14.8) % $ 24,725 Percentage of revenue 1.9 % 2.9 % The decrease in sales and marketing expenses for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by a decrease in amortization expense of $2.8 million and a decrease in equity-based compensation expense of $1.9 million, as discussed further below, offset in part by an increase in personnel-related costs of $0.8 million.
Year Ended December 31, 2024 2023 (in thousands) Property & Casualty insurance $ 1,178,497 $ 277,552 Percentage of total Transaction Value 79.0 % 46.8 % Health insurance 270,285 259,822 Percentage of total Transaction Value 18.1 % 43.8 % Life insurance 30,662 34,057 Percentage of total Transaction Value 2.1 % 5.7 % Other 12,416 22,007 Percentage of total Transaction Value 0.8 % 3.7 % Total Transaction Value $ 1,491,860 $ 593,438 Consumer Referrals We define “Consumer Referral” as any consumer click, call or lead purchased by a buyer on our platform.
Year Ended December 31, 2025 2024 (in thousands) Property & Casualty insurance $ 1,942,013 $ 1,178,497 Percentage of total Transaction Value 90.1 % 79.0 % Health insurance 182,860 270,285 Percentage of total Transaction Value 8.5 % 18.1 % Life insurance 27,948 30,662 Percentage of total Transaction Value 1.3 % 2.1 % Other 3,334 12,416 Percentage of total Transaction Value 0.1 % 0.8 % Total Transaction Value $ 2,156,155 $ 1,491,860 Consumer Referrals We define “Consumer Referral” as any consumer click, call or lead purchased by a buyer on our platform.
To the extent that our current liquidity is insufficient to fund future activities or any amounts we agree to pay in settlement of the FTC's claims, or our financial results are below our expectations due to cyclical conditions in our primary vertical markets or other factors and we do not remain in compliance with our financial covenants under the 2021 Credit Facilities, we may need to take additional actions to reduce operating costs, negotiate amendments to or waivers of the terms of such credit facilities, refinance our debt, or raise additional capital.
To the extent that our current liquidity is insufficient to fund future activities, or our financial results are below our expectations, or we are unable to refinance the 2021 Credit Facilities prior to their maturity, or we do not remain in compliance with our financial covenants under the 2021 Credit Facilities, we may need to take additional actions to reduce operating costs, negotiate amendments to or waivers of the terms of such credit facilities, or raise additional capital.
Year Ended December 31, (in thousands) 2024 2023 Revenue $ 864,704 $ 388,149 Less cost of revenue (721,131) (321,437) Gross profit $ 143,573 $ 66,712 Adjusted to exclude the following (as related to cost of revenue): Equity-based compensation 3,026 3,875 Salaries, wages, and related 3,387 3,682 Internet and hosting 570 579 Depreciation 21 38 Other expenses 796 692 Other services 2,737 2,491 Merchant-related fees 306 32 Contribution $ 154,416 $ 78,101 Gross Margin 16.6 % 17.2 % Contribution Margin 17.9 % 20.1 % Transaction Value We define “Transaction Value” as the total gross dollars transacted by our partners on our platform.
Year Ended December 31, (in thousands) 2025 2024 Revenue $ 1,113,600 $ 864,704 Less cost of revenue (946,057) (721,131) Gross profit $ 167,543 $ 143,573 Adjusted to exclude the following (as related to cost of revenue): Equity-based compensation 1,030 3,026 Salaries, wages, and related 2,753 3,387 Internet and hosting 831 570 Depreciation 21 21 Other expenses 793 796 Other services 2,556 2,737 Merchant-related fees 785 306 Contribution $ 176,312 $ 154,416 Gross Margin 15.0 % 16.6 % Contribution Margin 15.8 % 17.9 % Transaction Value We define “Transaction Value” as the total gross dollars transacted by our partners on our platform.
Adjusted EBITDA for the year ended December 31, 2024 was $96.1 million, a year-over-year increase of 254.4%, due primarily to higher gross profit.
Adjusted EBITDA for the year ended December 31, 2025 was $113.7 million, a year-over-year increase of 18.3%, due primarily to higher gross profit.
Year Ended December 31, (in thousands) 2024 2023 Open Marketplace transactions $ 841,604 $ 378,730 Percentage of total Transaction Value 56.4 % 63.8 % Private Marketplace transactions 650,256 214,708 Percentage of total Transaction Value 43.6 % 36.2 % Total Transaction Value $ 1,491,860 $ 593,438 The following table presents Transaction Value by vertical for the years ended December 31, 2024 and 2023.
Year Ended December 31, (in thousands) 2025 2024 Open Marketplace transactions $ 1,087,422 $ 841,604 Percentage of total Transaction Value 50.4 % 56.4 % Private Marketplace transactions 1,068,733 650,256 Percentage of total Transaction Value 49.6 % 43.6 % Total Transaction Value $ 2,156,155 $ 1,491,860 63 Table of Contents The following table presents Transaction Value by vertical for the years ended December 31, 2025 and 2024.
Our health insurance vertical is typically characterized by seasonal strength in our quarters ending December 31 due to open enrollment periods for health insurance and annual enrollment for Medicare during those quarters, with a material increase in consumer search volume for health products and a related increase in buyer customer acquisition budgets.
Our health insurance vertical is typically characterized by seasonal strength in our quarters ending December 31 due to open enrollment periods for health insurance and annual enrollment for Medicare during those quarters, with a material increase in consumer search volume for health products and a related increase in buyer customer acquisition budgets. 53 Table of Contents Other factors affecting our partners’ businesses include macro factors such as credit availability in the market, the strength of the economy and employment levels.
Also, such business and operating metrics may not necessarily be comparable to similarly titled measures presented by other companies. 60 Table of Contents 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 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.
Cost of revenue The following table presents our cost of revenue for the years ended December 31, 2024 and 2023 and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Cost of revenue $ 721,131 399,694 124.3 % $ 321,437 Percentage of revenue 83.4 % 82.8 % The increase in cost of revenue for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates, offset in part by a higher mix of transactions in our Private Marketplaces, which have a minimal impact on cost of revenue.
Cost of revenue The following table presents our cost of revenue for the years ended December 31, 2025 and 2024 and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Cost of revenue $ 946,057 224,926 31.2 % $ 721,131 Percentage of revenue 85.0 % 83.4 % The increase in cost of revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates in our Open Marketplace, driven primarily by the reduction in revenue from our under 65 health insurance subvertical, offset in part by a higher proportion of transactions in our Private Marketplaces, which have a lower impact on cost of revenue.
As long as these secular trends persist, we expect digital insurance customer acquisition spending to continue to grow over time, and we believe we are well-positioned to benefit from this growth. Transaction Value We define “Transaction Value” as the total gross dollars transacted by our partners on our platform.
As long as these secular trends persist, we expect digital insurance customer acquisition spending to continue to grow over time, and we believe we are well-positioned to benefit from this growth.
We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue. Through our platform, our insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies.
We maintain deep, custom integrations with partners representing the majority of our Transaction Value, which enable automated, data-driven processes that optimize our partners’ customer acquisition spend and revenue.
The 2021 Revolving Credit Facility does not require amortization of principal and will mature on July 29, 2026. As of December 31, 2024, we had $157.4 million of outstanding borrowings, net of deferred debt issuance costs of $1.0 million, under the 2021 Term Loan Facility, and $5.0 million of borrowings outstanding under the 2021 Revolving Credit Facility.
As of December 31, 2025, we had $148.4 million of outstanding borrowings, net of deferred debt issuance costs of $0.5 million, under the 2021 Term Loan Facility, and $5.0 million of borrowings outstanding under the 2021 Revolving Credit Facility.
Loans under the 2021 Credit Facilities will mature on July 29, 2026. Loans under the 2021 Term Loan Facility amortize quarterly, beginning with the first business day after December 31, 2021 and ending with June 30, 2026, by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made.
The Term Loans amortize quarterly, beginning with December 31, 2021 and ending with (a) June 30, 2026, in the case of the Non-Extended Term Loans, and (b) June 30, 2027, in the case of the Extended Term Loans, by an amount equal to 1.25% of the aggregate principal amount of the Term Loans initially made on July 29, 2021.
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 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.
Other expense, net The following table presents our other expense, net for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Other expense, net $ 4,872 3,093 173.9 % $ 1,779 Percentage of revenue 0.6 % 0.5 % The increase in other expense, net for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by a $7.0 million charge to increase the TRA liability as a result of remeasuring the non-current portion of the liability to the amount of payment under the agreement considered to be probable, offset in part by a one-time contract termination fee of $1.7 million received from one of our Supply Partners in the Health and Life insurance verticals that ceased operations during the year ended December 31, 2024, and by an impairment charge of $1.4 million during the year ended December 31, 2023 related to a cost method investment that did not recur in 2024.
Other expense, net The following table presents our other expense, net for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Other expense, net $ 121,938 117,066 n/m $ 4,872 Percentage of revenue 10.9 % 0.6 % n/m - Not meaningful The increase in other expense, net for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by a $124.1 million charge for the year ended December 31, 2025 to increase the TRA liability and a one-time contract termination fee of $1.7 million received from one of our Supply Partners in the Health and Life insurance verticals that ceased operations during the year ended December 31, 2024, offset in part by higher interest income of $1.5 million earned during 2025 due to the higher cash balances maintained during the year.
General and administrative The following table presents our general and administrative expenses for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 General and administrative $ 56,359 (6,387) (10.2) % $ 62,746 Percentage of revenue 6.5 % 16.2 % The decrease in general and administrative expenses for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by a decrease in equity-based compensation of $15.7 million and a $1.0 million decrease in directors and officers insurance premiums, offset in part by a $7.5 million increase driven primarily by higher legal fees and a charge of $7.0 million to establish a reserve relating to the FTC Matter, a $1.1 million increase in accounting and professional fees, and a $0.6 million increase in personnel-related costs.
General and administrative The following table presents our general and administrative expenses for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 General and administrative $ 89,556 33,197 58.9 % $ 56,359 Percentage of revenue 8.0 % 6.5 % The increase in general and administrative expenses for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by a $30.7 million increase in legal costs, driven by charges of $38.0 million to increase the loss reserve relating to the FTC Matter that was settled during 2025, an increase in personnel-related costs of $2.9 million due to annual salary adjustments and higher headcount, and an increase in equity-based compensation expense of $1.2 million, offset in part by a decrease in amortization expense of $0.6 million.
Other factors affecting our partners’ businesses include macro factors such as credit availability in the market, the strength of the economy and employment levels. Cyclicality Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry.
Cyclicality Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry.
Investing activities Our investing activities consist primarily of purchases of property and equipment, purchases of intangible assets, and investments. Cash flows used in investing activities were $0.7 million for the year ended December 31, 2024, compared with $0.1 million for the year ended December 31, 2023.
Investing activities Cash flows used in investing activities were $0.3 million for the year ended December 31, 2025, compared with $0.7 million for the year ended December 31, 2024. The decrease resulted primarily from the purchase of certain intangible assets during the year ended December 31, 2024.
Income tax expense (benefit) The following table presents our income tax expense (benefit) for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Income tax expense (benefit) $ 1,384 1,847 n/m $ (463) Percentage of revenue 0.2 % (0.1) % For the year ended December 31, 2024, our income tax expense of $1.4 million consisted primarily of the tax impacts of changes in our valuation allowance and uncertain tax positions.
For the year ended December 31, 2024, our income tax expense of $1.4 million consisted primarily of the tax impacts of changes in our valuation allowance and uncertain tax positions.
To the extent our estimate of future state apportionment changes and/or there are changes in tax law, this could significantly impact the amounts required to be paid under the TRA.
To the extent our estimate of future state apportionment changes and/or there are changes in tax law, this could significantly impact the amounts required to be paid under the TRA. A 100 basis point decrease/increase in the blended tax rate used would decrease/increase the TRA liability recorded at December 31, 2025 by approximately $5.9 million.
Transaction expenses for the year ended December 31, 2023 consist of $0.6 million of legal and accounting fees incurred by us in connection with the amendment to the 2021 Credit Facilities, the tender offer filed by the Company's largest shareholder in May 2023, and a resale registration statement filed with the SEC.
Transaction expenses for the year ended December 31, 2024 consist of legal and accounting fees incurred by us in connection with resale registration statements filed with the SEC.
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.
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. 61 Table of Contents The following table reconciles Adjusted EBITDA with net income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 2025 and 2024.
Year Ended December 31, (in thousands) 2024 2023 Net income (loss) $ 22,118 $ (56,555) Equity-based compensation expense 34,083 53,321 Interest expense 14,351 15,315 Income tax expense (benefit) 1,384 (463) Depreciation expense on property and equipment 252 353 Amortization of intangible assets 6,430 6,917 Transaction expenses (1) 1,172 641 Impairment of cost method investment — 1,406 Contract Settlement (2) (1,725) — Changes in TRA related liability (3) 7,006 6 Changes in Tax Indemnification Receivable (52) 639 Settlement of federal and state income tax refunds — 5 Legal expenses (4) 11,092 4,303 Reduction in force costs (5) — 1,233 Adjusted EBITDA $ 96,111 $ 27,121 (1) Transaction expenses for the year ended December 31, 2024 consist of $1.2 million of legal and accounting fees incurred by us in connection with resale registration statements filed with the SEC.
Year Ended December 31, (in thousands) 2025 2024 Net income $ 26,761 $ 22,118 Equity-based compensation expense 30,331 34,083 Interest expense 11,243 14,351 Income tax (benefit) expense (137,822) 1,384 Depreciation expense on property and equipment 273 252 Amortization of intangible assets 2,979 6,430 Transaction expenses (1) 303 1,172 Write-off of intangible assets (2) 13,416 — Contract Settlement (3) — (1,725) Changes in TRA related liability (4) 124,089 7,006 Changes in Tax Indemnification Receivable (216) (52) Legal expenses (5) 42,378 11,092 Adjusted EBITDA $ 113,735 $ 96,111 (1) Transaction expenses for the year ended December 31, 2025 consist of legal and accounting fees incurred by us in connection with an amendment to the 2021 Credit Facilities.
The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 2024 and 2023.
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. 62 Table of Contents The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 2025 and 2024.
Amortization The following table presents our amortization of intangible asset expense that was included in operating expenses for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Sales and marketing $ 5,580 (577) (9.4)% $ 6,157 General and administrative 850 90 11.8% 760 Total $ 6,430 (487) (7.0)% $ 6,917 59 Table of Contents The decrease in amortization expense for the year ended December 31, 2024, compared with the year ended December 31, 2023, was immaterial.
Amortization The following table presents our amortization of intangible asset expense that was included in operating expenses for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Sales and marketing $ 2,751 (2,829) (50.7) % $ 5,580 General and administrative 228 (622) (73.2) % 850 Total $ 2,979 (3,451) (53.7) % $ 6,430 The decrease in amortization expense for the year ended December 31, 2025, compared with the year ended December 31, 2024, was due primarily to the write-off of intangible assets acquired as part of the Customer Helper Team, LLC acquisition.
The increase was due primarily to a required Excess Cash Flow principal payment on the 2021 Term Loan Facility and higher payments made for shares withheld for taxes on vesting of RSUs during the year ended December 31, 2024, offset in part by higher payments made pursuant to the TRA and distributions to non-controlling interests during the year ended December 31, 2023. 65 Table of Contents Senior secured credit facilities 2021 Credit Facilities On July 29, 2021, QuoteLab, LLC and QLH entered into an amendment (the “First Amendment”) to the 2020 Credit Agreement (as amended by the First Amendment, the "Existing Credit Agreement").
The increase was due primarily to payments made for share repurchases of $47.3 million, offset in part by a required Excess Cash Flow principal payment on the 2021 Term Loan Facility and higher tax payments made for shares withheld for taxes on vesting of RSUs during the year ended December 31, 2024.
The decrease in other revenue for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by lower revenue from our travel vertical, as a significant increase in traffic acquisition costs for our Supply Partners reduced the supply of Consumer Referrals to our marketplaces.
The decrease in other revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by lower revenue from our travel vertical. We fully exited the vertical during the second quarter of 2025.
Equity-based compensation The following table presents our equity-based compensation expense that was included in cost of revenue and operating expenses for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Cost of revenue $ 3,026 (849) (21.9)% $ 3,875 Sales and marketing 7,265 (1,389) (16.1)% 8,654 Product development 6,453 (1,266) (16.4)% 7,719 General and administrative 17,339 (15,734) (47.6)% 33,073 Total $ 34,083 (19,238) (36.1)% $ 53,321 The decrease in equity-based compensation expense for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by certain RSUs granted to key employees at IPO being fully vested as of December 31, 2023, offset in part by higher expenses related to annual awards of RSUs granted to employees.
Equity-based compensation The following table presents our equity-based compensation expense that was included in costs and operating expenses for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Cost of revenue $ 1,030 (1,996) (66.0) % $ 3,026 Sales and marketing 5,345 (1,920) (26.4) % 7,265 Product development 5,441 (1,012) (15.7) % 6,453 General and administrative 18,515 1,176 6.8 % 17,339 Total $ 30,331 (3,752) (11.0) % $ 34,083 The decrease in equity-based compensation expense for the year ended December 31, 2025, compared with the year ended December 31, 2024, was due primarily to higher-than-normal Restricted Stock Units (“RSUs”) awards made to employees in 2021 becoming fully vested during the year ended December 31, 2024, and due to acceleration of the vesting of certain RSUs held by employees in connection with the termination of their employment during the three months ended March 59 Table of Contents 31, 2024, offset in part by higher expenses related to annual awards of RSUs granted to employees due to higher employee headcount.
For the year ended December 31, 2024, we generated $864.7 million of revenue and $1.5 billion of Transaction Value, representing increases of 122.8% and 151.4%, respectively, compared with the year ended December 31, 2023, driven primarily by significant increases in customer acquisition spending by P&C carrier partners as they refocused on growth in response to improving underwriting profitability.
For the year ended December 31, 2025, we generated $1.1 billion of revenue and $2.2 billion of Transaction Value, representing increases of 28.8% and 44.5%, respectively, compared with the year ended December 31, 2024, driven primarily by significant increases in customer acquisition spending by P&C Demand Partners as they continued to focus on growth and increasing market share in response to improving underwriting profitability, 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 to scale back the under-65 health sub-vertical and the ongoing industry-wide headwinds within Medicare due to high carrier loss ratios.
Interest expense The following table presents our interest expense for the years ended December 31, 2024 and 2023, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2024 $ % Year ended December 31, 2023 Interest expense, net $ 14,351 (964) (6.3) % $ 15,315 Percentage of revenue 1.7 % 3.9 % The decrease in interest expense for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by the impact of lower outstanding balances in the current year period.
Interest expense The following table presents our interest expense for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Interest expense $ 11,243 (3,108) (21.7) % $ 14,351 Percentage of revenue 1.0 % 1.7 % The decrease in interest expense for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven by the impact of lower interest rates as well as lower outstanding debt balances in the current year period. 60 Table of Contents Income tax (benefit) expense The following table presents our income tax (benefit) expense for the years ended December 31, 2025 and 2024, and the dollar and percentage changes between the periods: (in thousands) Year ended December 31, 2025 $ % Year ended December 31, 2024 Income tax (benefit) expense $ (137,822) (139,206) n/m $ 1,384 Percentage of revenue (12.4) % 0.2 % n/m - Not meaningful For the year ended December 31, 2025, our income tax benefit of $137.8 million consisted primarily of the tax impacts of changes in our deferred tax assets and related valuation allowance.
The Second Amendment amended the Existing Credit Agreement, effective on the amendment date, to, among other things, replace the London Interbank Offered Rate (“LIBOR”) applicable to the 2021 Credit Facilities with the Secured Overnight Financing Rate (“SOFR”), with a credit spread adjustment of 0.10% per annum, as the interest rate benchmark.
The Second Amendment amended the Existing Credit Agreement, effective on the amendment date, to, among other things, replace the London Interbank Offered Rate (“LIBOR”) applicable to the 2021 Credit Facilities with the Secured Overnight Financing Rate (“SOFR”), with a credit spread adjustment of 0.10% per annum, as the interest rate benchmark. 66 Table of Contents On August 4, 2025 ("Effective Date"), QuoteLab, LLC and QLH entered into a Third Amendment (the “Third Amendment”) to the Amended Credit Agreement, pursuant to which lenders representing $138.1 million in aggregate principal amount of term loans outstanding under the 2021 Term Loan Facility as of the Effective Date, agreed to extend the maturity date by one year, to July 29, 2027 ("Extended Term Loans").
As of December 31, 2024, we recorded $7.0 million of estimated payments related to the 2024 tax year due under the TRA within liabilities under tax receivables agreement, net of current portion on the consolidated balance sheets as these payments are probable and payable during the first quarter of 2026.
Since we generated taxable income during 2024, as of December 31, 2024 we had recorded a liability under the TRA of $7.0 million within accrued expenses on the consolidated balance sheets, as these payments were probable and will be paid in the first quarter of 2026.
Net income (loss) attributable to non-controlling interest 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 56 Table of Contents to the non-controlling interest holders pro-rata to their ownership interest in QLH.
Net income (loss) attributable to non-controlling interest Net income (loss) is attributed to non-controlling interests in accordance with QLH’s limited liability company agreement.
Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $154.4 million for the year ended December 31, 2024, a year-over-year increase of 97.7%, driven primarily by the higher revenue. Contribution Margin was 17.9% for the year ended December 31, 2024, compared with 20.1% for the year ended December 31, 2023.
Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $176.3 million for the year ended December 31, 2025, a year-over-year increase of 14.2%, driven primarily by the higher revenue, offset in part by lower margins due to reductions in Transaction Value from our Health vertical and a higher mix of Private Marketplace transactions in our P&C vertical.
Legal expenses of $4.3 million for the year ended December 31, 2023 consist of legal fees incurred in connection with the FTC Matter and costs associated with a legal settlement unrelated to our core operations. 61 Table of Contents (5) Reduction in force costs for the year ended December 31, 2023 consist of $1.2 million of severance benefits provided to the terminated employees in connection with the RIF Plan.
(5) Legal expenses for the year ended December 31, 2025, consist of an increase of $38.0 million to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter.
Also, See Part II, Item 8 “Financial Statements and Supplementary Data - Note 2 to the Consolidated Financial Statements - Summary of significant accounting policies” of this Annual Report on Form 10-K. 67 Table of Contents Business combinations We account for business acquisitions in accordance with ASC Topic 805 - Business Combinations , which requires us, among other things, to recognize the fair value of all the assets acquired and liabilities assumed; the recognition of acquisition-related costs in the consolidated statements of operations; and contingent purchase consideration to be recognized at their fair values on the acquisition date with subsequent adjustments recognized in the consolidated statements of operations.
Also, See Part II, Item 8 “Financial Statements and Supplementary Data - Note 2 to the Consolidated Financial Statements - Summary of significant accounting policies” of this Annual Report on Form 10-K.
Executive Summary Highlights (in millions, except percentages) Year ended December 31, 2024 $ % Year ended December 31, 2023 Revenue $ 864.7 476.6 122.8% $ 388.1 Transaction Value 1 $ 1,491.9 898.5 151.4% $ 593.4 Contribution 1 $ 154.4 76.3 97.7% $ 78.1 Net Income (Loss) $ 22.1 78.7 n/m $ (56.6) Adjusted EBITDA 1 $ 96.1 69.0 254.4% $ 27.1 n/m - Not Meaningful 52 Table of Contents 1.
Through our platform, our P&C insurance carrier partners can target and price across over 35 separate consumer attributes to manage customized acquisition strategies. 51 Table of Contents Executive Summary Highlights (in millions, except percentages) Year ended December 31, 2025 $ % Year ended December 31, 2024 Revenue $ 1,113.6 248.9 28.8% $ 864.7 Transaction Value 1 $ 2,156.2 664.3 44.5% $ 1,491.9 Contribution 1 $ 176.3 21.9 14.2% $ 154.4 Net Income $ 26.8 4.7 21.0% $ 22.1 Adjusted EBITDA 1 $ 113.7 17.6 18.3% $ 96.1 1.
The decrease in health insurance revenue for the year ended December 31, 2024, compared with the year ended December 31, 2023, was driven primarily by a decrease in the supply of Consumer Referrals from our Medicare Supply Partners due to one of our partners ceasing operations during the first half of the year, as well as reduced advertising spend from our under-65 health insurance partners.
The decrease in health insurance revenue for the year ended December 31, 2025, compared with the year ended December 31, 2024, was driven primarily by our actions to scale back the under-65 health sub-vertical and implement additional compliance measures to address concerns raised by the FTC.
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Net income for the year ended December 31, 2024 was $22.1 million, compared with a net loss of $56.6 million for the year ended December 31, 2023, driven primarily by the increase in gross profit and lower equity-based compensation expense.
Added
Contribution Margin was 15.8% for the year ended December 31, 2025, compared with 17.9% for the year ended December 31, 2024.
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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, into other online media sources, including native, social, and display advertising. Seasonality Our results are subject to fluctuations as a result of seasonality.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCustomer concentrations consisted of the below: 2024 2023 Number of customers exceeding 10% Aggregate Value (in millions) % of Total Number of customers exceeding 10% Aggregate Value (in millions) % of Total Revenue 2 $ 358 41 % — $ — — % Accounts receivable 2 $ 66 46 % 1 $ 7 14 % Our supplier concentration can also expose us to business risks.
Biggest changeCustomer concentrations consisted of the below: 2025 2024 Number of customers exceeding 10% Aggregate Value (in millions) % of Total Number of customers exceeding 10% Aggregate Value (in millions) % of Total Revenue 2 $ 540 49 % 2 $ 358 41 % Accounts receivable 3 $ 59 49 % 2 $ 66 46 % Our supplier concentration can also expose us to business risks.
As a result, we may be exposed to fluctuations in interest rates to the extent of our outstanding borrowings under the 2021 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities would have resulted in a $1.7 million impact on interest expense for the year ended December 31, 2024.
As a result, we may be exposed to fluctuations in interest rates to the extent of our outstanding borrowings under the 2021 Credit Facilities. A hypothetical 1.0% increase or decrease in the interest rate associated with the 2021 Credit Facilities would have resulted in a $1.6 million impact on interest expense for the year ended December 31, 2025.
Supplier concentrations consisted of the below: 2024 2023 Number of suppliers exceeding 10% Aggregate Value (in millions) % of Total Number of suppliers exceeding 10% Aggregate Value (in millions) % of Total Purchases 1 $ 75 11 % 1 $ 41 13 % Accounts payable 4 $ 56 53 % 1 $ 12 21 % 70 Table of Contents
Supplier concentrations consisted of the below: 2025 2024 Number of suppliers exceeding 10% Aggregate Value (in millions) % of Total Number of suppliers exceeding 10% Aggregate Value (in millions) % of Total Purchases 2 $ 236 25 % 1 $ 75 11 % Accounts payable 1 $ 25 27 % 4 $ 56 53 % 70 Table of Contents

Other MAX 10-K year-over-year comparisons