MAX 10-K & 10-Q changes, risk factors and insider trading

We have and may decide to terminate our relationship with a partner for a number of reasons and at any time. For example, in October 2020, we terminated our relationship with a Supply Partner that represented approximately 2% of revenue for the year ended December 31, 2020. We have also terminated Demand Partners for various reasons, including violations of our contractual terms and/or our Code of Conduct. The termination of our relationship with a partner could reduce the number of Demand Partners seeking to purchase Consumer Referrals and Supply Partners seeking to sell their Consumer Referrals to our platform. In connection with such a termination, we would lose a source of Transaction Value and fees for future sales. Our business, financial condition, operating results, cash flows, and prospects could also be harmed if in the future we fail to develop new partner relationships.

The majority of our agreements with our Demand and Supply Partners do not include minimum transaction volume commitments, and accordingly, our Supply Partners can reduce or cease the volume of Consumer Referrals they provide to our platform, and/or our Demand Partners can reduce or cease their purchasing on our platform at any time. In addition, many of our agreements with our Demand and Supply Partners are terminable by the partner without cause upon 30 or 60 days’ notice. Should we become dependent on fewer Demand or Supply Partner relationships (whether as a result of the termination of existing relationships, insurance carrier consolidation or otherwise), we may become more vulnerable to adverse changes in our relationships with, or demand for our Consumer Referrals from, our Demand or Supply Partners, which in turn could harm our business, financial condition, operating results, cash flows, and prospects. WeIn expectaddition, such concentration would increase our credit risk relating to obtain payment from our customers for work performed and maintain an allowance for credit losses against receivables for potential losses on partner accounts. Actual losses on partner receivables could differ from those that we have historically experienced or currently anticipate and, as a result, we may need to adjust our allowances. We may not accurately assess the creditworthiness of our partners. As a result, this could cause partners to delay payments to us, request modifications to their payment arrangements that could extend the timing of cash receipts, or default on their payment obligations to us. If we experience an increase in the time to bill and collect for our services, our business, financial condition, operating results, cash flows, and prospects could be adversely affected.

Our business is highly subject to business cycles and risks related to the property P& casualty insurance, health insurance, and lifeC insurance industries.industry.

We derive a substantial majority of our revenue from sales of Consumer Referrals to property P& casualty insurance carriers, healthC insurance carriers and brokers, and life insurance carriers.brokers. Revenue from our P&C insurance verticalsvertical accounted for 99.0%90.1% and 96.6%76.1% of our total revenue for the years ended December 31, 20242025 and 2023,2024, respectively. If insurance carriers experience large or unexpected losses through the offering of insurance, these carriers may choose to decrease the amount of money they spend on customer acquisition, including with us. These insurance markets, most notably the automobile insurance industry, have historically been cyclical in nature. 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. As our insurance carrier partners go through these market cycles, our Demand Partners may increase or decrease their spending on Customer Referrals on our platform. These changes in spending may occur rapidly and without warning, and the duration of these market cycles can be difficult to predict accurately. Reductions in spending can have a material adverse impact on our operating results, causing them to fall short of the expectations of investors and securities analysts. For example, in the third quarter of 2021, many automobile insurers began to reduce their customer acquisition spending sharply in response to higher-than-expected loss ratios resulting from higher accident severity and increased repair costs due to global supply chain issues, and those reductions continued and in many cases worsened during 2022 and 2023 before beginning to recover in 2024. 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. In 2025, the U.S. government has implemented new import tariffs and increases in existing tariff rates on imported automobiles and automobile parts, and may implement additional new tariffs or tariff increases in the future. These tariffs could cause a significant increase in the costs of imported automobile parts, as well as the costs of new and used automobiles, which are used for calculating loss payments by insurance carriers. These cost increases may increase automobile insurance claim costs and carrier loss ratios, which could result in a resumption of hard market conditions and a reduction in carrier spending on Consumer Referrals on our platform, which would materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.

Many of the terms of our agreements with our partners, including our platform fees, are specifically negotiated with each partner. Our partners may negotiate with us to reduce our platform fees. The outcome of such negotiations could result in terms that are less favorable to us than those contained in our existing agreements or those obtained by our competitors, which could impact our relationship with our partners and could harm our business, financial condition, operating results, cash flows, and prospects. In addition, the net revenue generated from transactions in our Open Marketplace is higher than the net revenue from transactions in our Private Marketplaces. In the past, certain of our Supply and Demand Partners have switched their transactions with each other from our Open Marketplace to a Private Marketplace once they have reached a significant level of Transaction Value, and this may occur with other Supply and Demand Partners in the future. Such transitions may occur with minimal notice, and may have a material adverse effect on our net revenue and profit margins. This may cause our operating results for a given period to fail to meet our expectations or those of any analysts that cover us or investors, and may adversely affect investors’ perceptions of our business, either of which could cause the market price of our Class A common stock to fall substantially.

The majority of our Demand Partners do not have exclusive relationships with us, and they may change the manner in which they market and distribute their products. 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. If such Demand Partners decide to compete directly with us or choose to favor one or more third-party platforms, they could cease or reduce their purchases of Consumer Referrals on our platform. In our insurance verticals, if consumers seek insurance policies directly from insurance carriers, or if insurance carrier partners seek Consumer Referrals through our competitors or cease providing us with access to their systems or information, the number of transactions by Demand Partners on our platform may decline, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.

Finding, developing, and retaining high quality Consumer Referrals on a cost-effective basis is challenging because competition for web traffic among companies engaged in digital customer acquisition, websites, and search engines, as well as competition with traditional media companies, has resulted and may continue to result in significant increases in web traffic costs, declining margins, and reductions in revenue. In addition, if we expand the scope of our services and/or served markets, we may compete with a greater number of technology companies, websites, buyers, and traditional media companies across an increasing range of different services, including in vertical markets where competitors may have advantages in expertise, brand recognition, and other areas. Internet search companies with brand recognition have significant numbers of direct sales personnel and web traffic that provide a significant competitive advantage and have a significant impact on pricing for Consumer Referrals or web traffic. Some of these companies may offer or develop more vertically targeted products that match consumers with products and services or match Consumer Referrals with buyers and, thus, compete with us more directly. Additionally, Internet search engines may incorporate artificial intelligence into their platforms in ways that we cannot predict, and AI-based platforms may increasingly compete with such search engines. Such changes may adversely impact the volume and price of Consumer Referrals. The trend toward consolidation in online marketing may also affect pricing and availability of Consumer Referral inventory. 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.successfully, Competitionand fromsuch the DTC distribution channelcompetition may affect boththe volume and price,price of Consumer Referrals, and, thus, our revenue, profit margins, and profitability. If we fail to deliver results that are superior to those that other technology companies engaged in digital customer acquisition deliver to partners, we could lose partners and market share, and our revenue may decline.

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. If we fail to adapt to our rapidly changing industry or to evolving client needs or expectations, or we provide new or updated products and services that exacerbate technological, security, legal or other challenges, the reputation of and demand for our platform or related offerings could decrease and our business, financial condition and operations may be adversely affected.

•maintain the quality and security of our platform; and

Our business depends on our ability to retain our key executives and management, including Steven Yi, our Chief Executive Officer and Co-Founder, and to hire, develop, and retain other key employees, as well as our ability to plan for and manage executive succession. Our ability to expand our business depends on our being able to hire, train, and retain sufficient numbers of experienced information technology employees, as well as data analytics, product and account management, and other personnel. Our success in recruiting highly skilled and qualified employees can depend on factors outside of our control, including the strength of the general economy and local employment marketsmarkets, the availability of visas for non-U.S. workers and the availability of alternative forms of employment. 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. The loss of any of our executive officers or other key employees could materially and adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Most of our executive officers and other key employees are at-will employees, which means they may terminate their employment relationships with us at any time, and their knowledge of our business and industry would be extremely difficult to replace.

In addition, searchSearch 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. 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. Any such new or revised policies implemented in the future, or the loss of insurance licenses in particular states, could have a material adverse impact on our or our suppliers’ ability to drive traffic to our respective websites, which could result in a smaller supply of Consumer Referrals available on our platform to our Demand Partners and thus lower revenue, which would have an adverse effect on our business, financial condition, operating results, cash flows, and prospects.

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. As a result, we may need to use more costly sources to replace lost visitors who could have contributed to our supply of Consumer Referrals, and such increased expense could adversely affect our business, financial condition, operating results, cash flows, and prospects. Even if we and our suppliers succeed in driving traffic to our respective websites, we may not be able to effectively monetize this traffic or otherwise retain users. Failure to do so could result in a smaller supply of Consumer Referrals available on our platform to our Demand Partners and thus lower revenue, which would have an adverse effect on our business, financial condition, operating results, cash flows, and prospects.

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”). On June 8, 2023, we entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement, (as amended by the Second Amendment, the “Existing Credit Agreement”), to, among other things, replace the existing LIBOR based rate applicable to the 2021 Credit Facilities with a SOFR with a credit spread adjustment as the interest rate benchmark. On August 4, 2025, we entered into a Third Amendment (the “Third Amendment”) to the Existing Credit Agreement (as amended by the Third Amendment, the “Amended Credit Agreement”), to which certain lenders agreed to extend the maturity of their term loans and revolving commitments by one year. The 2021 Revolving Credit Facility is available for general corporate purposes. The 2021 Credit Facilities will mature on July 29, 2026.2026 with respect to the non-extending lenders, and July 29, 2027 with respect to the extending lenders.

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. For example, interest paid on the 2021 Credit Facilities during the year ended December 31, 20242023 wasincreased $13.9by million, an increase of $0.2$6.7 million, or 1%,95%, compared with the year ended December 31, 2023,2022, due to higher interest rates. If the market rate of interest increases, we will have to pay additional interest on this indebtedness, which would reduce cash available for our other business needs.

The Existing Credit Agreement requires us to comply with certain financial covenants, including maintaining specific financial ratios. These ratios are based in part on our Consolidated EBITDA, as defined in the Amended Credit Agreement. Our ability to continue to meet these financial ratios and tests will be dependent upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control. DuringFor 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. In the event that, due to business conditions or other events, we are unable to continue to generate the levels of Consolidated EBITDA required to maintain compliance with such financial covenants, we may need to reduce operating costs, negotiate amendments to or waivers of the terms of such credit facilities, refinance our debt, or raise additional capital.

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. InFor addition toexample, the FTC Matter,Staff therealleged arethat otherwe sourceshad ofviolated litigationcertain risk.U.S. Forfederal example,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. Claims may be expensive to defend, may divert management’s time away from our operations, and may affect the availability and premiums of our liability insurance coverage, regardless of whether they are meritorious or ultimately lead to a judgment against us. We cannot assure you that we will be able to successfully defend or resolve any current or future litigation matters, in which case those litigation matters could have a material and adverse effect on our business, financial condition, operating results, cash flows, and prospects.

Sellers,Supply vendors,Partners, Demand Partners or their respective affiliatesvendors 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. We also rely on third-party call centers and email marketers. Although we require third parties with whom we contract to agree to comply with applicable lawlaws and regulationregulations 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. Therefore, our programs and requirements to ensure compliance by these direct or indirect third parties may not be successful. In the past, we have identified and taken action to address instances of noncompliance with law,laws, regulationregulations 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. We may be subject to liability for any failure of our Supply Partners, Demand Partners, vendors or their respective affiliates to comply with regulatory requirements, such as for misrepresentations made by them. In addition, certain of our contracts with Demand Partners impose liability on us, including indemnification obligations, for the acts of our Supply Partners or vendors. We could be subject to costly litigation and, if we are unsuccessful in defending ourselves or in obtaining indemnity, we could incur damages for the unauthorized or unlawful acts of Supply Partners or vendors.

Some of these third parties, vendors, and their respective affiliates are authorized to use our Demand Partners’ brands, subject to contractual restrictions. Any activity by suppliers, vendors, or their respective affiliates which violates the marketing guidelines of our Demand Partners or that our Demand Partners view as potentially damaging to their brands, whether or not permitted by our contracts with our Demand Partners, could harm our relationships and cause Demand Partners to terminate their relationship with us, resulting in a loss of revenue. Moreover, because we do not have a direct contractual relationship with the affiliates of our suppliers, we may not be able to monitor the compliance activity of such affiliates. 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. In addition, we may also face liability for any failure of our suppliers, vendors or their respective affiliates to comply with regulatory requirements (including, for example, in connection with the FTC Matter).

Our business has been, and may in the future be, adversely impacted by the effects of public health crises, such as the global COVID-19 pandemic. For example, the impacts of the COVID-19 pandemic, including supply chain constraints and labor shortages, contributed to higher-than-expected inflation in insurance claims costs, which drove significant reductions in P&C insurance carrier profitability, leading our P&C insurance carrier partners to reduce their customer acquisition spending. The timing and slope of a recovery in this vertical are difficult to predict. In addition, in our travel vertical, COVID-19 has led to a dramatic decline in consumers shopping for travel-related products, which hasin turn led to a significant decline in our revenue from the travel vertical, and thereas isa uncertaintyresult aboutwe whetherfully ourexited businessthe in thistravel vertical will return to pre-pandemic levels andduring the timingsecond quarter of any such recovery.2025.

A significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood or significant power outage, could disrupt our operations, platform, the internet or the operations of our third-party technology providers. In particular, our corporate headquarters are located in Los Angeles, California, a region known for seismic activity. In addition, any unforeseen political crises, terrorist attacks, war, political instability, or other catastrophic events, whether in the United States or abroad, could adversely affect our operations or the economy as a whole. Any natural disaster, act of terrorism or other disruption to us or our third-party providers’ abilities could materially interfere with or prevent us from conducting our business for a period of time, which impact may be further increased if our disaster recovery plans prove to be inadequate. In addition, if insurance carriers experience large or unexpected underwriting losses due to a natural disaster ordisaster, act of terrorism,terrorism or other catastrophic event, 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.

We are subject to a wide variety of laws and regulations. Laws, regulations, and standards governing issues such as internet communications, advertising, e-commerce, worker classification, employment, payments, worker confidentiality obligations, intellectual property, consumer protection, taxation, privacy, antitrust and data security are often complex and subject to varying interpretations, in many cases due to their lack of specificity and, as a result, their application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal and state administrative agencies. Many of these laws were adopted prior to the advent of the internet, mobile and related technologies and, as a result, do not contemplate or address the unique issues of the internet, mobile and related technologies. Other laws and regulations may be adopted in response to internet, mobile and related technologies. New and existing laws and regulations (or changes in interpretation of existing laws and regulations) may also be adopted, implemented, or interpreted to apply to us and other online platforms. As our platform’s scope expands, regulatory agencies or courts may claim that we, or our users, are subject to additional requirements or that we are prohibited from conducting our business in or with certain verticals or jurisdictions. For example, in the FTC Matter, the FTC Staff assertsasserted violations of Section 5(a) of the FTC Act, the TSR and the Impersonation Rule. See “Risk Factors - The FTC Matter could have a material adverse effect on our business.” It is also possible that certain provisions in agreements with our buyers, sellers, and service providers may be found to be unenforceable or not compliant with applicable law.

The insurance industry in the U.S. is heavily regulated. The insurance regulatory framework addresses, among other things: granting licenses to companies and agents to transact particular business activities; and regulating trade, marketing, compensation, and claims practices. In 2021, we became licensed to sell health insurance policies 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, 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.

Furthermore, the laws and regulations governing the sale of insurance may change in ways that adversely impact our business or those of our insurance partners. For example, in recent years CMS has recently made significant changes in Medicare reimbursement rules and rates, the regulations regarding how Medicare plans may be marketed and sold, and may make additional changes in the future. 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, and may make additional changes in the future. 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, 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.

The U.S. healthcare industry is subject to an evolving regulatory regime at both the federal and state levels. In recent years, there have been multiple reform efforts made within the healthcare industry in an effort to curtail healthcare costs. For example, the Patient Protection and Affordable Care Act of 2010 (the “PPACA”) and related regulatory reforms have materially changed the regulation of health insurance. 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. Developments of this type could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.

We are subject to a variety of federal, state, local, and international laws, directives, and regulations, as well as contractual obligations, relating to privacy and the collection, protection, use, retention, security, disclosure, 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, the Telephone Consumer Protection Act of 1991 (the “TCPA”), the U.S. Federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), Section 5(c) of the Federal Trade Commission Act, the TSR, the EU’s General Data Protection Regulation, supplemented by national laws (such as, in the United Kingdom, the Data Protection Act 2018) and further implemented through binding guidance from the European Data Protection Board. These laws, rules and regulations evolve frequently and their scope may continually change, through new, or amendments to existing, legislation or regulations and changes in enforcement, and may be inconsistent from one jurisdiction to another. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future. Although we endeavor to comply with our published policies and documentation and ensure their compliance with current laws, rules and regulations, we (and other parties with whom we do business) may at times fail to do so or be alleged to have failed to do so. 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. Any failure by us or other parties with whom we do business to comply with this documentation or with federal, state, local or international regulations could result in proceedings against us by governmental entities, private parties or othersothers. (including,For withoutexample, limitation,in the FTC Matter, where the FTC Staff has alleged that certain of our conduct and business practices violateviolated Section 5(a) of the FTC Act and the TSR).TSR. In many jurisdictions, enforcement actions and consequences for non-compliance are rising.

DomesticLaws lawsrelating into thisdata areasecurity and privacy are also complex and developing rapidly. Many state legislatures have adopted or are currently considering legislation that regulates how businesses operate online, including measures relating to privacy, data security, and data breaches. 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. For example, the CCPA (as amended by the CPRA), among other things, requires new disclosures to California consumers and affords such consumers new abilities to access and delete their personal information, opt-out of certain sales of personal information and receive detailed information about how their personal information is used. The CCPA provides for fines of up to $7,500 per violation, as well as a private right of action for data breaches that is expected to increase the frequency of data breach litigation. The CCPA has already been amended multiple times, and it is unclear whether this legislation will be further modified or how it will be interpreted. The effects of this legislation potentially are far-reaching, however, and may require us to modify our data processing practices and policies and incur substantial compliance-related costs and expenses. The CCPA, CPRA and other changes in laws or regulations relating to privacy, data protection and information security, particularly any new or modified laws or regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or disclosure, could greatly increase the cost of providing our offerings, limit our ability to collect and/or use certain types of data or otherwise require significant changes to our operations or even prevent us from providing certain offerings in jurisdictions in which we currently operate and in which we may operate in the future.

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.

The TCPA prohibits companies from making telemarketing calls using an automated telephone dialing system (ATDS) or artificial or prerecorded voice technology (collectively, “robocalls”), or to numbers listed in the Federal Do-Not-Call Registry, and imposes other obligations and limitations on making phone calls and sending text messages to consumers, in either case without the prior consent of the consumer. The TSR prohibits robocalls unless the caller has obtained prior express written consent directly from the consumer following clear and conspicuous disclosure. The CAN-SPAM Act regulates commercial email messages and specifies penalties for the transmission of commercial email messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future emails from senders. Failure of our partners to comply with these and similar laws, rules and regulations may subject us to claims by regulatory authorities and/or private plaintiffs. For example, in connection with the FTC Matter, the FTC Staff alleged that we and certain of our Demand Partners violated the TSR. 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,advertisers with whom we do not have direct contractual relationships, we may not be able to monitor their compliance activity effectively. Our failure to comply with obligations and restrictions related to telephone, text message, and email marketing, or similar failures by our Supply Partners or Demand Partners (or third parties with whom they work), could subject us and them to lawsuits, fines, statutory damages, consent decrees, injunctions, adverse publicity, and other losses that could harm, directly or indirectly, our business, financial condition, operating results, cash flows, and prospects.

The laws and regulations governing the use of emails and telephone calls for marketing purposes continue to evolve, and changes in technology, the industry, regulatory priorities or consumer preferences may lead to the adoption of additional laws or regulations or changes in the manner in which existing laws and regulations are interpreted or enforced, which could have a material adverse effect on our business. 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 continuescontinued to assert this position in relation to the FTC Matter. Any such new laws or regulations or changes in regulations could result in a reduction in the volume of leads and calls supplied to our marketplaces, or a reduction in the ability of our owned and operated lead generation websites to generate such leads and calls profitably, or increase the risk of claims made against us or our partners, any of which could harm our business, financial condition, operating results, cash flows, and prospects.

In addition to other factors that cause our results of operations to fluctuate, our results are also subject to significant seasonal and cyclical fluctuation. Our P&C 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. During our first quarter, our P&C insurance vertical typically exhibits seasonal strength as customer acquisition budgets from our buyers and Consumer Referral volume from our sellers both increase sequentially. 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 31st31 of the following year. Customer acquisition spending in our health insurance vertical is typically lower during the other quarters of the year because most consumers enroll in these plans during the annual and open enrollment periods.

As of December 31, 2024,2025, 55.556.2 million Class A-1 units and 11.68.3 million Class B-1 units were outstanding. Each Class B-1 unit, together with one share of our Class B common stock, is exchangeable for one share of Class A common stock (or, at our election, cash of an equivalent value). Substantially all of such shares may be resold at any time, subject in certain cases to compliance with Rule 144 under the Securities Act. In November 2021, pursuant to a registration rights agreement with certain of our existing investors, including White Mountains, Insignia,Mountains and the Senior Executives, we registered certain of theirthe shares of our Class A common stock, including those delivered in exchange for Class B-1 units, for resale, of which 23.7approximately 20 million shares remained registered and available for sale as of MayDecember 7,31, 2024.2025. These sales, or the possibility that these sales may occur, may also make it more difficult for us to raise additional capital in the future by selling shares of our Class A common stock or other equity securities at a time and price that we deem appropriate.

•provide that each of White Mountains, InsigniaMountains 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, InsigniaMountains and the Founders agree to vote for each other’s board nominees pursuant to the terms of the stockholders’ agreement.

In addition, Section 203 of the General Corporate Law of the State of Delaware (the “DGCL”) may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an “interested stockholder.” We elected in our amended and restated certificate of incorporation not to be subject to Section 203 of the DGCL. 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,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.

Each of White Mountains, Insignia,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 amended and restated certificate of incorporation and stockholders’ agreement provide that such stockholders and their respective affiliates will not have any duty to refrain from (1) engaging, directly or indirectly, in the same or similar business activities or lines of business as us, including those business activities or lines of business deemed to be competing with us, or (2) doing business with any of our clients, customers or vendors. In the event that White Mountains, InsigniaMountains 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. Our amended and restated certificate of incorporation and stockholders’ agreement also provide that, to the fullest extent permitted by law, none of such stockholders or their respective affiliates will be liable to us, for breach of any fiduciary duty or otherwise, by reason of the fact that any such stockholder or any of its affiliates directs such corporate opportunity to another person, or otherwise does not communicate information regarding such corporate opportunity to us, and we will waive and renounce any claim that such business opportunity constituted a corporate opportunity that should have been presented 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, InsigniaMountains or the Founders to themselves or their respective affiliates instead of to us.

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. We believe we are the largest onlineleading customer acquisition platforminfrastructure infor ourinsurance core verticals of P&C insurance, health insurance, and life insurance,carriers, supporting $1.5$2.2 billion in Transaction Value across our platform from theseour core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance in the year ended December 31, 2024.2025.

We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a Demand Partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a Supply Partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. During the year ended December 31, 2024,2025, consumers shoppedshopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites each month, drivingdrove an average of 9.911.8 million Consumer Referrals on our platform each month.

We believe our technology is a key differentiator and a powerful driver of our performance. 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.

For the year ended December 31, 2024,2025, we generated $864.7$1.1 millionbillion of revenue and $1.5$2.2 billion of Transaction Value, representing increases of 122.8%28.8% and 151.4%,44.5%, respectively, compared with the year ended December 31, 2023,2024, driven primarily by significant increases in customer acquisition spending by P&C carrierDemand partnersPartners as they refocusedcontinued to focus on growth and increasing market share in response to improving underwriting profitability.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.

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $154.4$176.3 million for the year ended December 31, 2024,2025, a year-over-year increase of 97.7%,14.2%, driven primarily by the higher revenue.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. Contribution Margin was 15.8% for the year ended December 31, 2025, compared with 17.9% for the year ended December 31, 2024, compared with 20.1% for the year ended December 31, 2023.2024.

Our technology platform was created to serve and grow with our core insurance end markets. We believe secular trends in the insurance industry are critical drivers of our revenue and will continue to provide strong tailwinds for our business over the long term. Customer acquisition spending by insurance carriers is growing over time, and as more consumers shop for insurance online, direct-to-consumer marketing, which fuels our revenue, has become the fastest growing insurance distribution channel. As mass-market customer acquisition becomes more costly, insurance carriers and distributors are increasingly focusing on optimizing customer acquisition spend, which is at the core of the service we deliver 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. In the P&C industry advertising spend increased at a 7% CAGR for the period from 2006-2024 and 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 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. Transaction Value from Open Marketplace transactions is a direct driver of our revenue, while Transaction Value from Private Marketplace transactions is an indirect driver of our revenue (see “Key business and operating metrics” below). 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 from $593.4 million for the year ended December 31, 2023,2024, due primarily to an increase in customer acquisition spending by P&C insurance carriers in response to improvements in their underwriting profitability. We have developed multi-faceted, deeply integrated partnerships with insurance carriers and distributors, who may be both Demand Partners and Supply Partners on our 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. For the year ended December 31, 2024,2025, 96%99% of total insurance Transaction Value executed on our platform came from Demand Partner relationships in existence during 2023.2024.

Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform. The aggregate number of Demand Partners and Supply Partners active on our platform, excludingin addition to our agent partners, was approximately 1,160 and 1,230 for the years ended December 31, 20242025 and 2023.2024, respectively. We retain and attract Demand Partners in part by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the year ended December 31, 2024,2025, 1516 of the top 20 largest auto insurance carriers by customer acquisition spend in 2024 were active on our platform.

Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by insuranceDemand buyersPartners 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 from 98.8 million for the year ended December 31, 2023.2024. 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,spend. intoIn otherthe onlinefuture, mediawe sources,expect artificial intelligence (AI) based platforms, including native,large social,language models, to become significant traffic acquisition sources for us and displayour advertising.Supply Partners.

Our results are also subject to fluctuations as a result of business cycles experienced by companies in the P&C insurance industry. These cycles in the P&C insurance industry are characterized by periods of “soft” market conditions, when carriers are profitable and are focused on increasing capacity and building market share, and “hard” market conditions, when carriers are experiencing lower or even negative underwriting profits and are seeking to increase their premium rates to improve their profitability. As our Demand Partners in the P&C insurance industry go through these market cycles, they often increase their customer acquisition spending during soft markets and reduce it during hard markets, causing their relative demand for Consumer Referrals from our platform to increase and decrease accordingly. BeginningFor example, beginning in the second half of 2021, the P&C insurance industry entered a "“hard” market, with many carriers experiencing lower than expected underwriting profitability due to higher than expected inflation in automobile claims costs, causing them to significantly reduce their customer acquisition spending on our platform. In late 2023, P&C insurance industry profitability began to improve as premium increases began to outpace loss cost inflation, causing them to begin to resume their marketing investments. This recovery gained significant momentum during 2024 and 2025 as the industry re-entered a soft market and multiple carriers meaningfully increased their spending in our marketplaces.

RegulationsRegulation

Net income (loss) is attributed to non-controlling interests in accordance with QLH’s limited liability company agreement. We allocate a share of the pre-tax income (loss) of the QLH incurred subsequent to the Reorganization Transactions to the non-controlling interest holders pro-rata to their ownership interest in QLH. The non-controlling interests balance represents the Class B-1 units, substantially all of which are held by Insignia and the Senior Executives.

The increase in lifeP&C insurance revenue for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was due to a sustained increase in customer acquisition spending by P&C insurance Demand Partners driven by ansignificant increaseyear-over-year increases in theunderwriting profitability and marketing budgets, and an increased supply of Consumer Referrals fromdue ourto ownedthe andaddition operatedof sites.new Supply Partners.

The decrease in otherlife insurance revenue for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by lower revenue from our travel vertical, as a significant increasedecrease in traffic acquisition costs for our Supply Partners reduced the supply of Consumer Referrals tofrom our marketplaces.owned and operated sites.

The increase in cost of revenue for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by higher revenue share payments to suppliers due to the overall increase in revenue and lower take rates,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 mixproportion of transactions in our Private Marketplaces, which have a minimallower impact on cost of revenue.

The decrease in sales and marketing expenses for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by a decrease in equity-based compensationamortization expense of $1.4$2.8 million and a decrease in amortizationequity-based compensation expense of $0.6$1.9 million, as discussed further below, offset in part by an increase in personnel-related costs of $1.1$0.8 million due primarily to accruals for higher bonus payouts during the year ended December 31, 2024.million.

The increase in product development expenses for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by an increase in personnel-related costs of $2.1$2.4 million as we hired additional employees and due to accrualplanned forheadcount higher bonuses,increase, offset in part by a decrease in equity-based compensation expense of $1.3$1.0 million.million as discussed further below.

The decreaseincrease in general and administrative expenses for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by a decrease$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 $15.7$1.2 million and a $1.0 million decrease in directors and officers insurance premiums,million, offset in part by a $7.5decrease millionin increaseamortization driven primarily by higher legal fees and a chargeexpense 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.million.

The following table presents our equity-based compensation expense that was included in cost of revenuecosts and operating expenses for the years ended December 31, 20242025 and 2023,2024, and the dollar and percentage changes between the periods:

The decrease in equity-based compensation expense for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was drivendue primarily byto 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 grantedheld to keyby employees atin IPOconnection beingwith fullythe vested astermination of Decembertheir employment during the three months ended March 31, 2023,2024, offset in part by higher expenses related to annual awards of RSUs granted to employees.employees due to higher employee headcount.

The decrease in amortization expense for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was immaterial.due primarily to the write-off of intangible assets acquired as part of the Customer Helper Team, LLC acquisition.

The increase in other expense, net for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by a $7.0$124.1 million charge for the year ended December 31, 2025 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 byand 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, andoffset in part by anhigher impairmentinterest chargeincome of $1.4$1.5 million earned during 2025 due to the higher cash balances maintained during the year ended December 31, 2023 related to a cost method investment that did not recur in 2024.year.

The decrease in interest expense for the year ended December 31, 2024,2025, compared with the year ended December 31, 2023,2024, was driven primarily by the impact of lower interest rates as well as lower outstanding debt balances in the current year period.

Income tax expense (benefit) expense

The following table presents our income tax expense (benefit) expense for the years ended December 31, 20242025 and 2023,2024, and the dollar and percentage changes between the periods:

The following table reconciles Adjusted EBITDA with net income (loss),income, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the years ended December 31, 20242025 and 2023.2024.

(23)Contract settlement consists of $1.7income million of incomerecorded for the year ended December 31, 2024 recorded in connection with a one-time contract termination fee received from one of our Supply Partnerspartners in the Health and Life insurance verticalsvertical that ceased operations during thesuch year ended December 31, 2024.year.

Our principal sources of liquidity are our cash flowflows generated from operations and cash and funds available under the 2021 Revolving Credit Facility. 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, 20242025 and December 31, 2023,2024, our cash and cash equivalents totaled $43.3$46.9 million and $17.3$43.3 million, respectively. As of December 31, 2024,2025, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $158.5$149.0 million and our borrowing capacity available under the 2021 Revolving Credit Facility was $45.0 million. On August 4, 2025 ("Effective Date"), we agreed with lenders representing $138.1 million of the principal amount outstanding as of the Effective Date under the 2021 Term Loan Facility to extend the maturity date of their portion of the 2021 Term Loan Facility by one year, to July 29, 2027. The remaining lenders, representing $13.3 million of the principal amount outstanding as of the Effective Date under the 2021 Term Loan Facility, did not agree to extend the maturity date of their loans, and so such amounts are considered to be current liabilities as their maturity falls within twelve months from December 31, 2025. In addition, the lenders representing $45.6 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($4.6 million in aggregate principal amount of which are drawn as of the Effective Date) agreed to extend the maturity by one year to July 29, 2027. The remaining $4.4 million in aggregate amount of revolving commitments and related loans under the 2021 Revolver Credit Facility ($0.4 million in aggregate principal amount of which are drawn as of the Effective Date) will mature on July 29, 2026.

On February 21, 2023, we received a civil investigative demand from the Federal Trade Commission (the “FTC”) regarding compliance with the FTC Act and the TSR, as they relate to the advertising, marketing, promotion, offering for sale, or sale of healthcare-related products, the collection, sale, transfer or provision to third parties of consumer data, telemarketing practices, and/or consumer privacy or data security. We have cooperated fully with the FTC investigation. On October 30, 2024, we received an initial settlement demand from the staff of the FTC (the “FTC Staff”) stating that the FTC Staff iswas 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”). TheOn FTCJuly Staff3, proposes2025, towe seekreached injunctiveagreement and monetary relief and civil penalties. If obtained in whole or in part, the monetary relief and penalties proposed bywith the FTC Staff would have an adverse, and potentially material, effect on the Company’s liquidity, financial condition and resultsterms of operations.a TheConsent totalOrder amountthat fully resolved the FTC’s claims, which was entered by the Court on October 16, 2025. Under the terms of the Consent Order, which includes no admission or denial of wrongdoing or to the FTC’s allegations, we agreed to pay $45.0 million as monetary reliefrelief, of which $33.5 million was paid on October 21, 2025, and penalties proposed by the FTCremaining Staff$11.5 significantlymillion exceedswas ourpaid existingon liquidityJanuary and12, financial2026. resources.In Anyaddition, suchwe costsagreed aboveto certain other provisions, primarily implementing additional compliance procedures to further strengthen the existing liquidity and financial resources would require us to seek additional capital, incur debt or otherwise take significant actions in order to satisfy the claims and there can be no assurances that such financing could be obtained on acceptable terms, or at all. In addition, the proposed injunctive terms, if obtained in whole or in part, could materially and adversely affect our ability to operate our businesssafeguards in the under-65 Health insurance vertical, including how we conduct our marketing activities and endeavors to ensure compliance with consumer protection laws by itself and third parties with which we do business. We strongly disagree with the allegations and believe we have substantial and meritorious defenses to the claims. Among other things, we believe that our conduct does not rise to the legal standard required for the FTC to obtain the proposed monetary relief and penalties. We continue to engage in good faith with the FTC and seek to resolve this matter prior to litigation, but we are prepared to defend ourselves vigorously if a complaint is filed.vertical.

We believe that our expected near-term revenue, cash on hand and availability to access cash available under the 2021 Credit Facilities will be sufficient to meet our projected operating and debt service requirements, and we expect that we will continue to comply with our financial covenants under the 2021 Credit Facilities, for at least the next twelve months. 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,activities, or our financial results are below our expectationsexpectations, dueor we are unable to cyclicalrefinance conditionsthe in2021 ourCredit primaryFacilities verticalprior marketsto their maturity, 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. We have historically not used funds available under our credit facilities to fund our operations or to make payments required under our credit facilities.

We may in the future engage in merger and acquisition or other activities, including share repurchases, that could require us to draw on our existing credit facilities or raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of our existing stockholders will be diluted. 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. In addition, we may require material cash to fund our defense costs and/or any amounts that we may agree to pay to resolve the FTC Matter.

Cash flows provided by operating activities were $65.6 million for the year ended December 31, 2025, compared with $45.9 million for the year ended December 31, 2024, compared with $20.2 million for the year ended December 31, 2023.2024. The increase was driven primarily by thean increase in net income,working capital resulting from an increase in accounts receivable due to higher revenues and timing of payments, offset in part by a decrease in accounts payable due to the timing of payments of our accounts receivables and accountspayments payable.made in connection with the FTC Matter.

OurWe missionconnect isinsurance tocarriers with online shoppers through the most efficient customer acquisition marketplace. We help insurance carriers and distributors target and acquire consumers more efficiently and at greater scale through technology and data science. Our technology platform brings together leading insurance carriers and high-intent consumers through a real-time, programmatic, transparent, and results-driven ecosystem. We believe we are the leading customer acquisition infrastructure for insurance carriers, supporting $1.2 billion in Revenue across our platform from our core verticals of property & casualty ("P&C") insurance, health insurance, and life insurance over the twelve-month period ended MarchJune 31,30, 2026.

We have multi-faceted relationships with top-tier insurance carriers and distributors. A buyer or a Demand Partner within our ecosystem is generally an insurance carrier or distributor seeking to reach high-intent insurance consumers. A seller or a Supply Partner is typically an insurance carrier looking to maximize the value of non-converting or low expected LTV consumers, or an insurance-focused research destination or other financial website looking to monetize high-intent users on their websites. During the twelve-month period ended MarchJune 31,30, 2026, consumers shopping for insurance products through the websites of our diversified group of Supply Partners and our proprietary websites drove an average of 11.711.3 million Consumer Referrals on our platform each month.

1.Adjusted EBITDA, Contribution, and Contribution Margin are non-GAAP financial measures. See “Management’s discussion and analysis of financial condition and results of operations-Key business and financial metrics.metrics” for additional information regarding the Company’s Non-GAAP metrics.

For the three months ended MarchJune 31,30, 2026, revenue was $310.0$316.9 million, an increase of 17.3%25.9% compared with the three months ended MarchJune 31,30, 2025, driven primarily by significant increases in customer acquisition spending by P&C Demand PartnersPartners, including higher participation by a broader group of carriers, as they continue to focus on growth and increasing market share in response to strong 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.

Contribution, which generally represents revenue less revenue share payments and online advertising costs, was $48.7$47.2 million for the three months ended MarchJune 31,30, 2026, a year-over-year increase of 10.6%,18.4%, driven primarily by a higher mix of Open Marketplace transactions, whichoffset arein recordedpart onby athe grossscaling basisback andin carrythe associatedunder-65 revenuehealth share costs.sub-vertical. Contribution Margin was 15.7%14.9% in the three months ended MarchJune 31,30, 2026, compared with 16.6%15.8% in the three months ended MarchJune 31,30, 2025.

Net income for the three months ended MarchJune 31,30, 2026 was $14.0$41.8 million, compared with a net loss of $2.3$22.5 million for the three months ended MarchJune 31,30, 2025, due primarily to a $37.7 million gain on extinguishment of a portion of the liability under the tax receivables agreement resulting from our repurchase of Insignia's interest in the TRA and an increase in gross profit.profit, offset in part by higher income tax expense. In addition, induring the three months ended MarchJune 31,30, 20252025, we incurred a write-off of $13.4 million of certain acquired intangible assets and a charge of $5.0$33.0 million to increase our reserve related to the FTC Matter.

Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 was $31.4$29.3 million, a year-over-year increase of 6.8%,19.5%, due primarily to higher gross profit.contribution.

Our success depends on our ability to retain and grow the number of high-quality Demand Partners and Supply Partners on our platform. We retain and attract Demand Partners in part by finding high-quality sources of Consumer Referrals to make available to our Demand Partners. We obtain these Consumer Referrals from our diverse network of Supply Partners as well as from our proprietary properties. We seek to develop, acquire and retain relationships with high-quality Supply Partners by developing flexible platforms to enable our Supply Partners to maximize their revenue, manage their demand side relationships in scalable and flexible ways and focus on long-term sustainable economics with respect to revenue share. Our relationships with our partners are deep and long standing and involve most of the top-tier insurance carriers in the industry. In terms of Demand Partners, during the threesix months ended MarchJune 31,30, 2026, 16 of the top 20 largest auto insurance carriers by customer acquisition spend in 2025 were active on our platform.

Our results depend in large part on the number of Consumer Referrals purchased on our platform and the pricing of such Consumer Referrals. The aggregate number of consumer clicks, calls, and leads purchased by Demand Partners on our platform decreased to 34.228.6 million and 62.8 million for the three and six months ended MarchJune 31,30, 2026, respectively, from 35.034.0 million and 69.0 million for the three and six months ended MarchJune 31,30, 2025, respectivelyrespectively, due primarily to our actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC.sub-vertical. We seek to increase the number and scale of our supply relationships and drive consumers to our proprietary properties through a variety of paid traffic acquisition sources. We continuously look to diversify our paid media sources to extend beyond search engine marketing, which has historically represented the bulk of our paid media spend. We expect artificial intelligence (AI) based platforms, including large language models, to become significant traffic acquisition sources for us and our Supply Partners and drive incremental traffic to our marketplace.

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

MediaAlpha, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from QLH based upon MediaAlpha, Inc.’s economic interest held in QLH. QLH is treated as a pass-through partnership for income tax reporting purposes and is not subject to federal income tax. Instead, QLH’s taxable income or loss is passed through to its members, including MediaAlpha, Inc., pro-rata to their ownership interest in QLH. Accordingly, as our ownership interest in QLH increases, our share of the taxable income (loss) of QLH also increases. As of MarchJune 31,30, 2026, our ownership interest in QLH was 86.8%.86.4%.

Operating results for the three months ended MarchJune 31,30, 2026 and 2025

The following table sets forth our operating results in absolute dollars and as a percentage of revenue for the three months ended MarchJune 31,30, 2026 and 2025:

The following table presents our revenue, disaggregated by vertical, for the three months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in P&C insurance revenue for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was duedriven toprimarily by an increase in customer acquisition spending by P&C insurance Demand PartnersPartners, drivenincluding higher participation by significanta year-over-yearbroader increasesgroup inof carriers who increased marketing budgets and customer acquisition spending as well as to an increase in supply of Consumer Referrals due to the addition of new Supply Partners.significantly.

The decrease in health insurance revenue for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was duedriven primarily toby our actions to scale back the under-65 Health sub-vertical and address concerns raised by the FTC.sub-vertical. Additionally, revenue from the Medicare sub-vertical declined due to industry-wide headwinds resulting from increases in the Medical Loss Ratios (MLR) for carriers and changes to the enrollment programs, which drove lower demand from brokers, as well as to a higher mix of Private Marketplace transactions. Our primary focus in the health insurance vertical continues to be on Medicare Advantage, which we believe represents a large and growing opportunity where we are well positioned to capture future growth. Revenue from under-65 health declined from $25.9$13.8 million for three months ended MarchJune 31,30, 2025 to $3.8$0.7 million for the three months ended MarchJune 31,30, 2026. During the quarter we shut down our Open Marketplace in the under-65 Health sub-vertical for non-carrier Demand Partners, and weWe expect revenue from under-65 health for the full year 2026 to be in the range of $4.5$5.0 million to $5.5$6.0 million.

The increasedecrease in life insurance revenue for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was duedriven primarily toby ana increaseddecreased supply of Consumer Referrals.

The decrease in other revenue for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was driven primarily by lower revenue from our travel vertical as we have fully exited thethat vertical during the second quarter of 2025.

The following table presents our cost of revenue for the three months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in cost of revenue for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was driven primarily by higher revenue share payments to Supply Partners due to the overall increase in revenue offset in part by lower revenue from under-65 health and lowerhigher take rates in our Open Marketplace, offset in part by higher transactions in our Private Marketplaces, which have a lower impact on cost of revenue.Marketplace.

The following table presents our sales and marketing expenses for the three months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in sales and marketing expenses for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was due primarily to a decrease in amortization expense of $0.7 million, offset in part by an increase in personnel-related costs of $0.4 million due primarily to higher headcount.immaterial.

The following table presents our product development expenses for the three months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The increase in product development expenses for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was driven primarily by an increase in personnel-related costs of $0.5 million due primarily to higher headcount.headcount and annual salary adjustments.

The following table presents our general and administrative expenses for the three months ended MarchJune 31,30, 2026 and 2025, and the dollar and percentage changes between the two periods:

The decrease in general and administrative expenses for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025, was duedriven primarily toby recordinga $35.0 million decrease in legal costs, driven by a charge of $5.0$33.0 million to the loss reserve and $1.9 million ofhigher legal fees related to the FTC settlement during the three months ended MarchJune 31,30, 2025, offset in part by $1.1 million of legal and other costs related to the 2026 Credit Facilities in the three months ended March 31, 2026, an increase in personnel-related costs of $0.8$0.9 million related to annual salary adjustments and higher headcount,headcount and an increase in equity-based compensation expense of $0.4$0.5 million.