Form 8-K

8-K — MediaAlpha, Inc.

Accession: 0001818383-26-000117

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001818383

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — max-20260429.htm (Primary)

EX-99.1 (maxq12026-earningsreleasex.htm)

EX-99.2 (maxq12026-investorsuppleme.htm)

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8-K

8-K (Primary)

Filename: max-20260429.htm · Sequence: 1

max-20260429

0001818383FALSE00018183832026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_____________________________

FORM 8-K

_____________________________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 29, 2026

_____________________________

MediaAlpha, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________

Delaware 001-39671 85-1854133

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

700 South Flower Street, Suite 640

Los Angeles, California

90017

(Address of Principal Executive Offices) (Zip Code)

(213) 316-6256

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A common stock, $0.01 par value MAX New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 – Results of Operations and Financial Condition.

On April 29, 2026, MediaAlpha, Inc. (“MediaAlpha” or the “Company”) issued a press release announcing its financial results as of and for the first quarter ended March 31, 2026, and its financial outlook for the second quarter of 2026, and posted certain supplemental financial information to the Investor Relations section of its website. Copies of the press release and investor supplement are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Form 8-K and are incorporated by reference herein.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

MediaAlpha refers to non-GAAP financial information in the press release and investor supplement. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in each document.

ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release dated April 29, 2026.

99.2

Investor Supplement dated April 29, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MediaAlpha, Inc.

Date: April 29, 2026 By: /s/ Jeffrey B. Coyne

Name: Jeffrey B. Coyne

Title: General Counsel & Secretary

EX-99.1

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Document

Exhibit 99.1

MEDIAALPHA ANNOUNCES FIRST QUARTER 2026

FINANCIAL RESULTS

First Quarter Revenue Growth of 17%;

Record Revenue of $310.0 million

First Quarter Net Income of $14.0 million; Adjusted EBITDA(1)of $31.4 million

Repurchased over $25 million of stock during 2026

Los Angeles, CA (April 29, 2026) – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company"), today announced its financial results for the first quarter ended March 31, 2026.

“We delivered record first-quarter results, driven by strong auto insurance advertising spend and broader carrier participation resulting in a continued favorable mix shift to our Open Marketplace,” said Steve Yi, CEO of MediaAlpha. “We are energized by our deeper engagement with a growing number of carriers about further leveraging our trusted infrastructure and AI-powered targeting capabilities to maximize their ROI and gain share in a highly competitive market.”

MediaAlpha CFO Pat Thompson added, “During the quarter, we refinanced our credit facilities, extending our debt maturity profile to 2031. We continue to return significant capital to our shareholders, repurchasing over $25 million of stock year to date and $73 million over the past three quarters, representing 10% of our outstanding shares. We remain on track to complete the vast majority of the remaining $60 million authorization in 2026.”

First Quarter 2026 Financial Results

•Revenue of $310.0 million, an increase of 17% year over year;

•Gross margin of 15.1%, compared with 15.8% in the first quarter of 2025;

•Contribution Margin(1) of 15.7%, compared with 16.6% in the first quarter of 2025;

•Net income was $14.0 million, compared with a net loss of $(2.3) million in the first quarter of 2025;

•Adjusted EBITDA(1) was $31.4 million, compared with $29.4 million in the first quarter of 2025;

•Repurchased approximately 2.6 million shares for $25 million year to date, bringing cumulative repurchases under the Company's $100 million share repurchase program to 3.7 million shares;

•Completed refinancing of credit facilities, establishing a new $150 million term loan and $60 million revolving credit facility, both maturing in March 2031.

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

Financial Outlook

Our guidance for the second quarter of 2026 reflects continued strength in our Property & Casualty (P&C) insurance vertical. We expect revenue to grow approximately 19% year over year, driven by strong carrier growth investment and continued share gains within P&C. We expect our Health insurance vertical to account for approximately 1% of revenue.

For the second quarter of 2026, MediaAlpha currently expects the following:

•Revenue between $290 million - $310 million, representing a 19% year-over-year increase at the midpoint of the guidance range.

•Contribution between $45.5 million - $48.5 million, representing a 18% year-over-year increase at the midpoint of the guidance range.

•Adjusted EBITDA between $28.0 million - $30.5 million, representing a 19% year-over-year increase at the midpoint of the guidance range, including an approximately $2 million year-over-year decline in Contribution from under-65 Health. Excluding under-65 Health, we expect Contribution to increase by 25% year over year and Adjusted EBITDA to increase by 31% year over year at the guidance midpoints.

Effective with the first quarter of 2026, the Company is discontinuing its reporting of and guidance for Transaction Value, a non-GAAP operating metric, in order to simplify our reporting structure. As our scale advantage has become well-established, the Company believes that Revenue, Contribution, Contribution Margin, and Adjusted EBITDA are the most relevant metrics for investors evaluating the Company's performance relative to our peers.

With respect to the Company’s projections of Adjusted EBITDA and Contribution under “Financial Outlook,” MediaAlpha is not providing a reconciliation of Adjusted EBITDA to net income (loss), or of Contribution to gross profit, because the Company is unable to predict with reasonable certainty the reconciling items that may affect the corresponding GAAP measures without unreasonable effort. These reconciling items are uncertain, depend on various factors and could significantly impact, either individually or in the aggregate, the corresponding GAAP measures for the applicable period.

For a detailed explanation of the Company’s non-GAAP measures, please refer to the appendix section of this press release.

Conference Call Information

MediaAlpha will host a Q&A conference call today to discuss the Company's first quarter 2026 results and its financial outlook for the second quarter of 2026 at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live audio webcast of the call will be available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com. To register for the webcast, click here. Participants may also dial-in, toll-free, at (800) 715-9871 or (646) 307-1963, with passcode 4459225. An audio replay of the conference call will be available following the call and available on the MediaAlpha Investor Relations website at https://investors.mediaalpha.com.

The Company has also posted investor supplemental materials on its investor relations website. MediaAlpha has used, and intends to continue to use, its investor relations website at https://investors.mediaalpha.com as a means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding our deeper engagement with a growing number of carriers about further leveraging our trusted infrastructure and AI-powered targeting capabilities; our expectations regarding the timing and amounts of share repurchases; and our financial outlook for the second quarter of 2026. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including those more fully described in MediaAlpha’s filings with the Securities and Exchange Commission (“SEC”), including the Form 10-K filed on February 23, 2026 and the Form 10-Q to be filed on April 29, 2026. These factors should not be construed as exhaustive. MediaAlpha disclaims any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this press release.

Non-GAAP Financial Measures and Operating Metrics

This press release includes Adjusted EBITDA, Contribution, and Contribution Margin, which are non-GAAP financial measures. See the appendix for definitions of Adjusted EBITDA, Contribution and Contribution Margin, as well as reconciliations to the corresponding GAAP financial metrics, as applicable.

We present Adjusted EBITDA, Contribution, and Contribution Margin because they are used extensively by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. Accordingly, we believe that Adjusted EBITDA, Contribution, and Contribution Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors. Each of Adjusted EBITDA, Contribution, and Contribution Margin has limitations as a financial measure and investors should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP.

About MediaAlpha

We believe we are the insurance industry’s leading programmatic customer acquisition platform. With more than 1,150 active partners, in addition to our agent partners, we connect insurance carriers with online shoppers and generated over 141 million Consumer Referrals in 2025. Our programmatic advertising technology powered $2.2 billion in spend in 2025 on brand, comparison, and metasearch sites across property & casualty insurance, health insurance, life insurance, and other industries. For more information, please visit www.mediaalpha.com.

Contacts:

Investors

Denise Garcia

Hayflower Partners

Denise@HayflowerPartners.com

MediaAlpha, Inc. and subsidiaries

Consolidated Balance Sheets

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

March 31,

2026 December 31,

2025

Assets

Current assets

Cash and cash equivalents $ 26,051 $ 46,876

Accounts receivable, net of allowance for credit losses of $762 and $717, respectively

133,796 123,019

Prepaid expenses and other current assets 5,358 4,477

Total current assets 165,205 174,372

Intangible assets, net 3,113 3,590

Goodwill 47,739 47,739

Deferred tax assets 143,699 149,734

Other assets 7,959 8,396

Total assets $ 367,715 $ 383,831

Liabilities and stockholders' deficit

Current liabilities

Accounts payable $ 91,398 $ 91,094

Accrued expenses 14,604 34,746

Current portion of long-term debt 7,167 21,807

Total current liabilities 113,169 147,647

Long-term debt, net of current portion 156,336 131,602

Liabilities under tax receivables agreement, net of current portion 116,564 124,212

Other long-term liabilities 10,738 9,564

Total liabilities $ 396,807 $ 413,025

Commitments and contingencies

Stockholders' deficit

Class A common stock, $0.01 par value - 1.0 billion shares authorized; 54.6 million and 56.2 million shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 546 562

Class B common stock, $0.01 par value - 100 million shares authorized; 8.3 million and 8.3 million shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 83 83

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

Additional paid-in capital 470,131 483,825

Accumulated deficit (468,843) (480,310)

Total stockholders' equity attributable to MediaAlpha, Inc. $ 1,917 $ 4,160

Non-controlling interests (31,009) (33,354)

Total stockholders' deficit $ (29,092) $ (29,194)

Total liabilities and stockholders' deficit $ 367,715 $ 383,831

MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Operations

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

Three Months Ended

March 31,

2026 2025

Revenue $ 310,004 $ 264,309

Costs and operating expenses

Cost of revenue 263,305 222,670

Sales and marketing 5,328 5,626

Product development 5,455 4,886

General and administrative 13,542 17,595

Write-off of intangible assets — 13,416

Total costs and operating expenses 287,630 264,193

Income from operations 22,374 116

Other (income), net (615) (456)

Interest expense 2,441 2,955

Total other expense, net 1,826 2,499

Income (loss) before income taxes 20,548 (2,383)

Income tax expense (benefit) 6,502 (49)

Net income (loss) $ 14,046 $ (2,334)

Net income (loss) attributable to non-controlling interest 2,579 (386)

Net income (loss) attributable to MediaAlpha, Inc. $ 11,467 $ (1,948)

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

-Basic and diluted $ 0.21 $ (0.04)

Weighted average shares of Class A common stock outstanding

-Basic and diluted 55,846,097 55,632,321

MediaAlpha, Inc. and subsidiaries

Consolidated Statements of Cash Flows

(Unaudited; in thousands)

Three Months Ended

March 31,

2026 2025

Cash flows from operating activities

Net income (loss) $ 14,046 $ (2,334)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

Equity-based compensation expense 7,259 7,024

Non-cash lease expense 261 227

Depreciation expense on property and equipment 74 62

Amortization of intangible assets 477 1,444

Amortization of deferred debt issuance costs 140 180

Loss on extinguishment of debt 235 —

Write-off of intangible assets — 13,416

Credit losses 45 (95)

Deferred taxes 6,035 —

Tax receivables agreement (803) —

Changes in operating assets and liabilities:

Accounts receivable (10,822) 28,181

Prepaid expenses and other current assets (108) (363)

Other assets 125 125

Accounts payable 304 (23,209)

Accrued expenses (18,824) (957)

Net cash (used in) provided by operating activities $ (1,556) $ 23,701

Cash flows from investing activities

Purchases of property and equipment (42) (57)

Net cash (used in) investing activities $ (42) $ (57)

Cash flows from financing activities

Proceeds from revolving line of credit 15,000 —

Repayments on revolving line of credit (5,000) —

Proceeds from issuance of long-term debt 150,000 —

Repayments on long-term debt (148,953) (2,375)

Payments of debt issuance costs (2,101) —

Repurchases of Class A common stock (20,268) —

Contributions from QLH’s members 274 —

Distributions to non-controlling interests (508) (107)

Payments pursuant to tax receivables agreement (6,990) —

Shares withheld for taxes on vesting of restricted stock units (681) (867)

Net cash (used in) financing activities $ (19,227) $ (3,349)

Net (decrease) increase in cash and cash equivalents (20,825) 20,295

Cash and cash equivalents, beginning of period 46,876 43,266

Cash and cash equivalents, end of period $ 26,051 $ 63,561

Key business and operating metrics and Non-GAAP financial measures

Contribution and Contribution Margin

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

The following table reconciles Contribution with gross profit, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

(in thousands) 2026 2025

Revenue $ 310,004 $ 264,309

Less cost of revenue (263,305) (222,670)

Gross profit $ 46,699 $ 41,639

Adjusted to exclude the following (as related to cost of revenue):

Equity-based compensation 143 294

Salaries, wages, and related 345 816

Internet and hosting 255 171

Other expenses 147 202

Depreciation 3 6

Other services 832 712

Merchant-related fees 240 142

Contribution $ 48,664 $ 43,982

Gross margin 15.1 % 15.8 %

Contribution Margin 15.7 % 16.6 %

Adjusted EBITDA

Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax expense (benefit), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.

The following table reconciles Adjusted EBITDA with net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three months ended March 31, 2026 and 2025:

Three Months Ended

March 31,

(in thousands) 2026 2025

Net income (loss) $ 14,046 $ (2,334)

Equity-based compensation expense 7,259 7,024

Interest expense 2,441 2,955

Income tax expense (benefit) 6,502 (49)

Depreciation expense on property and equipment 74 62

Amortization of intangible assets 477 1,444

Transaction expenses(1)

1,298 —

Write-off of intangible assets(2)

— 13,416

Changes in TRA related liability(3)

(803) —

Changes in Tax Indemnification Receivable 17 (21)

Legal expenses(4)

49 6,879

Adjusted EBITDA $ 31,360 $ 29,376

(1)Transaction expenses for the three months ended March 31, 2026 consist of legal and other fees of $1.1 million and a loss on extinguishment of $0.2 million incurred by us in connection with the 2026 Credit Facilities.

(2)Write-off of intangible assets for the three months ended March 31, 2025 consists of a charge related to the write-off of customer relationships and trademarks, trade names, and domain names intangible assets acquired as part of the acquisition of Customer Helper Team, LLC.

(3)Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.

(4)Legal expenses for the three months ended March 31, 2026 were immaterial. Legal expenses for the three months ended March 31, 2025, consist of an increase of $5.0 million to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter.

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Document

Investor Supplement

Q1 2026

Investor Supplementary Financial Information

The accompanying financial information excludes all financial statement disclosures and other information required by generally accepted accounting principles in the United States of America (“GAAP”) and Securities and Exchange Commission (SEC) rules and regulations. However, MediaAlpha, Inc. ("MediaAlpha" or the "Company") has previously filed, or has publicly disclosed and will file, with the SEC, consolidated financial statements for each of the periods presented that were prepared in accordance with GAAP and SEC rules and regulations. The accompanying financial information is derived from the books and records of MediaAlpha that were used to prepare those consolidated financial statements. Accordingly, the accompanying information should be read in conjunction with MediaAlpha's consolidated financial statements and related notes thereto filed with the SEC. We believe that quarter-to-quarter comparisons of results from operations, or any other similar period-to-period comparisons, should not be construed as reliable indicators of our future performance.

The accompanying financial information includes certain non-GAAP financial measures. Definitions of these non-GAAP financial measures, as well as reconciliations to the corresponding GAAP financial metrics, have been provided on the following pages. We present these supplemental non-GAAP financial measures because they are used extensively by our management and board of directors to manage our operating performance, including evaluating our operational performance against budget and assessing our overall operating efficiency and operating leverage. Accordingly, we believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management team and board of directors.

These non-GAAP measures should not be considered as an alternative to net income, gross profit or any other financial measures so calculated and presented. Other companies (including our competitors) may define these non-GAAP measures differently. These non-GAAP measures may not be indicative of the historical operating results of MediaAlpha or predictive of potential future results. Investors should not consider this supplemental non-GAAP financial information in isolation or as a substitute for analysis of our results as reported in accordance with GAAP.

Effective with the first quarter of 2026, the Company is discontinuing its reporting of and guidance for Transaction Value, a non-GAAP operating metric, in order to simplify our reporting structure. As our scale advantage has become well-established, the Company believes that Revenue, Contribution and Contribution Margin, and Adjusted EBITDA are the most relevant metrics for investors evaluating the Company's performance relative to our peers.

Q1 2026 Consolidated Results

(in millions, except percentages)

2026

2025

YoY Change

Revenue $310.0 $264.3 17%

Gross Profit $46.7 $41.6 12%

Contribution 1

$48.7 $44.0 11%

Net Income (Loss)

$14.0 $(2.3) n/m

Adjusted EBITDA 1

$31.4 $29.4 7%

n/m - Not Meaningful

1.See “Key Business Metrics and Non-GAAP Financial Measures” for additional information regarding non-GAAP metrics and operating metrics used in this supplement.

Revenue by Vertical

Contribution1 & Contribution Margin

1.See page 12 of this supplement for additional information regarding Contribution, a non-GAAP financial measure.

Adjusted EBITDA1 & Margin and as a % of Contribution2

1 See page 13 of this supplement for additional information regarding Adjusted EBITDA, a non-GAAP financial measure.

2 See page 12 of this supplement for additional information regarding Contribution, a non-GAAP financial measure.

Share Repurchase Program Overview

1 Represents shares repurchased as a percentage of the 67.9 million shares outstanding as of July 31, 2025.

2 Average price derived as consideration paid, excluding any commission, divided by the number of shares repurchased.

Q2 2026 Financial Outlook

Q2 2025 Q2 2026 Guidance

($ in millions, % year-over-year growth) Actual Low Mid High

Revenue $251.6 $290.0 $300.0 $310.0

% growth 15 % 19 % 23 %

Contribution1

$39.8 $45.5 $47.0 $48.5

% growth 14 % 18 % 22 %

Adj. EBITDA2

$24.5 $28.0 $29.3 $30.5

% growth 14 % 19 % 24 %

Under 65 Contribution $2.4 $0.2 $0.3 $0.4

Contribution excl. Under 65 Contribution $37.5 $45.3 $46.7 $48.1

% growth 21 % 25 % 28 %

Adj. EBITDA excl. Under 65 Contribution $22.1 $27.8 $29.0 $30.1

% growth 26 % 31 % 36 %

1 See page 12 of this supplement for additional information regarding Contribution, a non-GAAP financial measure.

2 See page 13 of this supplement for additional information regarding Adjusted EBITDA, a non-GAAP financial measure.

Key Business Metrics

and Non-GAAP Financial Measures

In addition to traditional financial metrics, we rely upon certain business metrics that are not presented in accordance with GAAP to estimate the volume of spending on our platform, estimate and recognize revenue, evaluate our business performance and facilitate our operations. Such business 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.

Revenue

Revenue by Vertical

Three Months Ended March 31,

(in thousands) 2026 2025

Property & Casualty insurance $ 292,788 $ 223,245

Percentage of total Revenue 94.4 % 84.5 %

Health insurance 11,165 33,937

Percentage of total Revenue 3.6 % 12.8 %

Life insurance 5,841 5,573

Percentage of total Revenue 1.9 % 2.1 %

Other 210 1,554

Percentage of total Revenue 0.1 % 0.6 %

Total Revenue $ 310,004 $ 264,309

Revenue by Platform Model

Three Months Ended March 31,

(in thousands) 2026 2025

Open Marketplace transactions $ 303,817 $ 258,419

Percentage of total Revenue 98.0 % 97.8 %

Private Marketplace transactions 6,187 5,890

Percentage of total Revenue 2.0 % 2.2 %

Total Revenue $ 310,004 $ 264,309

Consolidated Results Excluding Under-65 Health

The tables below presents Revenue and Contribution1 (in each case as reported and excluding the results of Under-65 Health), and Adjusted EBITDA2 (as reported and excluding Contribution of Under-65 Health).

Q1 2025

Q1 2026

Ex. U65 YoY Change

$ in millions Actual U65 Ex. U65 Actual U65 Ex. U65 $ %

Revenue $264 $26 $238 $310 $4 $306 $68 28%

Contribution $44 $6 $38 $49 $1 $48 $9 25%

Adjusted EBITDA

$29 $6 $24 $31 $1 $31 $7 28%

1 See page 12 of this supplement for additional information regarding Contribution, a non-GAAP financial measure.

2 See page 13 of this supplement for additional information regarding Adjusted EBITDA, a non-GAAP financial measure.

Contribution to Gross Profit

Three Months Ended March 31,

(in thousands) 2026 2025

Revenue $ 310,004 $ 264,309

Less cost of revenue (263,305) (222,670)

Gross profit $ 46,699 $ 41,639

Adjusted to exclude the following (as related to cost of revenue):

Equity-based compensation 143 294

Salaries, wages, and related 345 816

Internet and hosting 255 171

Other expenses

147 202

Depreciation

3 6

Other services 832 712

Merchant-related fees 240 142

Contribution $ 48,664 $ 43,982

Gross margin 15.1 % 15.8 %

Contribution Margin 15.7 % 16.6 %

Adjusted EBITDA to Net Income (Loss)

We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax expense (benefit), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. We define “Adjusted EBITDA Margin” as Adjusted EBITDA as a percentage of revenue. Adjusted EBITDA is a non-GAAP financial measure that we present to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. We believe that Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculations of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. In addition, presenting Adjusted EBITDA provides investors with a metric to evaluate the capital efficiency of our business. Adjusted EBITDA is not presented in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income, which is the most directly comparable financial measure calculated and presented in accordance with GAAP. These limitations include the fact that Adjusted EBITDA excludes interest expense on debt, income tax expense (benefit), equity-based compensation expense, depreciation and amortization, and certain other adjustments that we consider to be useful to investors and others in understanding and evaluating our operating results. In addition, other companies may use other measures to evaluate their performance, including different definitions of “Adjusted EBITDA,” which could reduce the usefulness of our Adjusted EBITDA as a tool for comparison.

Three Months Ended March 31,

(in thousands) 2026 2025

Net income (loss) $ 14,046 $ (2,334)

Equity-based compensation expense 7,259 7,024

Interest expense 2,441 2,955

Income tax expense (benefit) 6,502 (49)

Depreciation expense on property and equipment 74 62

Amortization of intangible assets 477 1,444

Transaction expenses(1)

1,298 —

Write-off of intangible assets(2)

— 13,416

Changes in TRA related liability(3)

(803) —

Changes in Tax Indemnification Receivable 17 (21)

Legal expenses(4)

49 6,879

Adjusted EBITDA $ 31,360 $ 29,376

(3)Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.

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