MediaAlpha Q3 revenue rises 22.7% to $376M
Management expects fourth-quarter revenue of $355 million to $375 million and full-year free cash flow of $90 million to $100 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
MediaAlpha, Inc. (MAX) reported third-quarter 2026 revenue of $375.9 million, up 22.7% year over year. Net income was $29.4 million, up 66.4%, and Adjusted EBITDA was $39.5 million, up 35.8%; gross profit was $55.3 million, up 27.5%, and Contribution was $57.4 million, up 25.8%. Contribution and Adjusted EBITDA are non-GAAP measures. Under-65 Health revenue was $0.8 million, versus $9.0 million a year earlier.
For Q4 2026, management expects revenue of $355.0 million to $375.0 million, Contribution of $54.0 million to $57.0 million and Adjusted EBITDA of $36.0 million to $39.0 million; full-year free cash flow is expected at $90 million to $100 million. Under-65 Health is expected to represent approximately 4% of Q4 revenue due to annual enrollment seasonality. Nine-month cash provided by operating activities was $62.635 million versus $73.046 million in 2025. In Q3, MediaAlpha repurchased approximately 0.8 million shares for $9 million; as of October 26, 2026, it had completed $82 million of its $100 million share repurchase authorization. In September, it repurchased part of its tax receivables agreement liability, with a $23 million book value, for $12 million.
3 points · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 revenue reached $375.9 million, up 22.7% year over year.
- Moderate pointQ3 net income rose 66.4% year over year to $29.4 million.
- Moderate pointQ3 Adjusted EBITDA rose 35.8% year over year to $39.5 million.
Negative
- Moderate pointNine-month operating cash flow was $62.635 million, versus $73.046 million in 2025.
Filing Explained
At September 30, 2026, cash was below long-term debt alone: $18,677 thousand versus $167,748 thousand, with $7,172 thousand of current debt.
This 8-K reports completed third-quarter results; the
At
MediaAlpha defines Contribution as gross profit adjusted for specified cost-of-revenue items and says it is not a measure of overall profitability.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Revenue: $375.9 million
Net income: $29.4 million
Adjusted EBITDA: $39.5 million
+5 more
8 metrics
Revenue
$375.9 million
Q3 2026; up 22.7% year over year
Net income
$29.4 million
Q3 2026; up 66.4% year over year
Adjusted EBITDA
$39.5 million
Q3 2026; up 35.8% year over year
Contribution
$57.4 million
Q3 2026; up 25.8% year over year
Operating cash flow
$62.635 million
Nine months ended September 30, 2026; $73.046 million in the comparable 2025 period
Q4 revenue outlook
$355.0 million to $375.0 million
Fourth quarter of 2026
Q4 Adjusted EBITDA outlook
$36.0 million to $39.0 million
Fourth quarter of 2026
Full-year free cash flow outlook
$90 million to $100 million
Full year 2026
Key Terms
Contribution, Contribution Margin, Adjusted EBITDA, tax receivables agreement
4 terms
Contribution financial
"Contribution as revenue less revenue share payments and online advertising costs"
Contribution Margin financial
"Contribution expressed as a percentage of revenue for the same period"
Contribution margin is the amount of money left from a product’s sale after paying the costs that rise with each unit sold (like materials or hourly labor); it can be shown per unit or as a percentage of the sale price. Investors care because it shows how much each sale contributes to covering fixed expenses and generating profit — think of each sale as a slice of pie where the contribution margin is the slice available to pay the rent and add to earnings.
Adjusted EBITDA financial
"net income (loss) excluding interest expense, income tax expense"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
tax receivables agreement financial
"repurchased a portion of our TRA liability"
A tax receivables agreement is a contract in which a company agrees to share future tax savings or refunds that arise from pre-existing tax attributes (for example, loss carryforwards or basis step-ups) with certain former owners or other holders. For investors this matters because the agreement creates a predictable future cash outflow that reduces the company’s free cash flow and can lower the value available to public shareholders—think of it like promising to split future tax refunds with others.
Earnings Snapshot
Revenue: $375.9 million · Guidance included
Third quarter ended September 30, 2026
Revenue
$375.9 million
up 22.7% year over year
Net income
$29.4 million
up 66.4% year over year
Adjusted EBITDA
$39.5 million
up 35.8% year over year
Gross profit
$55.3 million
up 27.5% year over year
Contribution
$57.4 million
up 25.8% year over year
Guidance
For Q4 2026, revenue of $355.0 million to $375.0 million, Contribution of $54.0 million to $57.0 million, and Adjusted EBITDA of $36.0 million to $39.0 million; full-year 2026 free cash flow of $90 million to $100 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did MAX report in Q3 2026?
MediaAlpha reported $375.9 million in Q3 2026 revenue, up 22.7% year over year. Property & Casualty accounted for $365.9 million, or 97.3% of revenue.
What is MAX's Q4 2026 financial outlook?
MediaAlpha expects Q4 2026 revenue of $355.0 million to $375.0 million, Contribution of $54.0 million to $57.0 million, and Adjusted EBITDA of $36.0 million to $39.0 million. At the guidance midpoints, the expected year-over-year increases are 25%, 18%, and 22%, respectively.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 28, 2026
_____________________________
(Exact Name of Registrant as Specified in Its Charter)
_____________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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): | |||||
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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 | ||||||||||||
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 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 October 28, 2026, MediaAlpha, Inc. (“MediaAlpha” or the “Company”) issued a press release announcing its financial results as of and for the third quarter ended September 30, 2026, and its financial outlook for the fourth quarter and full year 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 October 28, 2026. | ||||
99.2 | Investor Supplement dated October 28, 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: October 28, 2026 | By: | /s/ Jeffrey B. Coyne | |||||||||
| Name: | Jeffrey B. Coyne | ||||||||||
| Title: | General Counsel & Secretary | ||||||||||
Exhibit 99.1
MEDIAALPHA ANNOUNCES THIRD QUARTER 2026
FINANCIAL RESULTS
All-Time Record Revenue of $375.9 million, up 23% year over year
Third Quarter Net Income of $29.4 million; Record Adjusted EBITDA(1) of $39.5 million
Los Angeles, CA (October 28, 2026) – MediaAlpha, Inc. (NYSE: MAX) ("MediaAlpha" or the "Company"), today announced its financial results for the third quarter ended September 30, 2026.
“We delivered a milestone third quarter, achieving record results across all of our key metrics as demand continued to broaden in our marketplace,” said Steve Yi, CEO of MediaAlpha. “Carriers are competing aggressively for new policies and committing meaningful budgets in both home and auto insurance, which is driving stronger outcomes for our partners. Looking forward, we believe the shift toward digital customer acquisition, combined with our industry-leading scale advantages, will allow us to drive double-digit growth in 2027 and beyond.”
MediaAlpha CFO Tigran Sinanyan added, “Our strong operating leverage and cash generation continue to give us the flexibility to invest in growth while returning capital to shareholders. In September, we repurchased a portion of our TRA liability, which had a book value of $23 million, for $12 million. We also repurchased $9 million of our stock during the quarter. As of October 26th, we have completed $82 million of our $100 million repurchase authorization, and have repurchased $115 million since last September.”
Third Quarter 2026 Financial Results
•Revenue of $375.9 million, an increase of 22.7% year over year;
•Gross profit of $55.3 million, an increase of 27.5% year over year;
•Gross margin of 14.7%, compared with 14.2% in the third quarter of 2025;
•Contribution(1) of $57.4 million, an increase of 25.8% year over year;
•Contribution Margin(1) of 15.3%, compared with 14.9% in the third quarter of 2025;
•Net income of $29.4 million, an increase of 66.4% year over year;
•Adjusted EBITDA(1) of $39.5 million, an increase of 35.8% year over year; and
•Repurchased approximately 0.8 million shares for $9 million, bringing cumulative repurchases under the Company's $100 million share repurchase program to $64 million (6.2 million shares).
(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 fourth quarter of 2026 reflects continued strength in our Property & Casualty (P&C) insurance vertical, driven by strong carrier growth investment and continued share gains. We expect our Health insurance vertical to account for approximately 4% of revenue in the fourth quarter, reflecting the seasonal peak due to the annual enrollment periods during the quarter.
For the fourth quarter of 2026, MediaAlpha currently expects the following:
•Revenue between $355 million - $375 million, representing a 25% year-over-year increase at the midpoint of the guidance range.
•Contribution between $54.0 million - $57.0 million, representing a 18% year-over-year increase at the midpoint of the guidance range.
•Adjusted EBITDA between $36.0 million - $39.0 million, representing a 22% year-over-year increase at the midpoint of the guidance range.
•Excluding under-65 Health, we expect Contribution to increase by 21% year over year and Adjusted EBITDA to increase by 26% year over year at the guidance midpoints.
For the full year, we continue to expect to generate between $90 million - $100 million in free cash flow1.
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.
1 Free cash flow is the Company's cash flow from operating activities less capital expenditures.
Conference Call Information
MediaAlpha will host a Q&A conference call today to discuss the Company's third quarter 2026 results and its financial outlook for the fourth quarter and full year 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 9738953. 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 belief that carriers are competing aggressively for new policies and committing meaningful budgets in both home and auto insurance; our belief that the shift toward digital customer acquisition, combined with our industry-leading scale advantages, will allow us to drive double-digit growth in 2027 and beyond; and our financial outlook for the fourth quarter and full year 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 Forms 10-Q filed on April 29, 2026 and July 29, 2026, and to be filed on October 28, 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:
Investor Relations
investors@mediaalpha.com
MediaAlpha, Inc. and subsidiaries
Consolidated Balance Sheets
(Unaudited; in thousands, except share data and per share amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 18,677 | $ | 46,876 | |||||||
Accounts receivable, net of allowance for credit losses of $945 and $717, respectively | 166,945 | 123,019 | |||||||||
| Prepaid expenses and other current assets | 7,087 | 4,477 | |||||||||
| Total current assets | 192,709 | 174,372 | |||||||||
| Intangible assets, net | 2,157 | 3,590 | |||||||||
| Goodwill | 47,739 | 47,739 | |||||||||
| Deferred tax assets | 122,823 | 149,734 | |||||||||
| Other assets | 6,797 | 8,396 | |||||||||
| Total assets | $ | 372,225 | $ | 383,831 | |||||||
| Liabilities and stockholders' equity (deficit) | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 121,718 | $ | 91,094 | |||||||
| Accrued expenses | 16,814 | 34,746 | |||||||||
| Current portion of long-term debt | 7,172 | 21,807 | |||||||||
| Total current liabilities | 145,704 | 147,647 | |||||||||
| Long-term debt, net of current portion | 167,748 | 131,602 | |||||||||
| Liabilities under tax receivables agreement, net of current portion | 29,577 | 124,212 | |||||||||
| Other long-term liabilities | 9,439 | 9,564 | |||||||||
| Total liabilities | $ | 352,468 | $ | 413,025 | |||||||
Commitments and contingencies | |||||||||||
| Stockholders' equity (deficit) | |||||||||||
| Class A common stock, $0.01 par value - 1.0 billion shares authorized; 52.7 million and 56.2 million shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 527 | 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 September 30, 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 September 30, 2026 and December 31, 2025 | — | — | |||||||||
| Additional paid-in capital | 454,368 | 483,825 | |||||||||
| Accumulated deficit | (403,651) | (480,310) | |||||||||
| Total stockholders' equity attributable to MediaAlpha, Inc. | $ | 51,327 | $ | 4,160 | |||||||
| Non-controlling interests | (31,570) | (33,354) | |||||||||
| Total stockholders' equity (deficit) | $ | 19,757 | $ | (29,194) | |||||||
| Total liabilities and stockholders' equity (deficit) | $ | 372,225 | $ | 383,831 | |||||||
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Operations
(Unaudited; in thousands, except share data and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 375,946 | $ | 306,514 | $ | 1,002,825 | $ | 822,445 | |||||||||||||||
| Costs and operating expenses | |||||||||||||||||||||||
| Cost of revenue | 320,618 | 263,108 | 855,624 | 699,713 | |||||||||||||||||||
| Sales and marketing | 5,245 | 5,224 | 15,734 | 16,078 | |||||||||||||||||||
| Product development | 6,211 | 5,829 | 17,709 | 16,068 | |||||||||||||||||||
| General and administrative | 15,038 | 12,620 | 42,588 | 77,363 | |||||||||||||||||||
| Write-off of intangible assets | — | — | — | 13,416 | |||||||||||||||||||
| Total costs and operating expenses | 347,112 | 286,781 | 931,655 | 822,638 | |||||||||||||||||||
| Income (loss) from operations | 28,834 | 19,733 | 71,170 | (193) | |||||||||||||||||||
| Other (income), net | (11,093) | (772) | (49,611) | (1,923) | |||||||||||||||||||
| Interest expense | 2,760 | 2,808 | 7,975 | 8,633 | |||||||||||||||||||
| Total other (income) expense, net | (8,333) | 2,036 | (41,636) | 6,710 | |||||||||||||||||||
| Income (loss) before income taxes | 37,167 | 17,697 | 112,806 | (6,903) | |||||||||||||||||||
| Income tax expense | 7,807 | 54 | 27,617 | 321 | |||||||||||||||||||
| Net income (loss) | $ | 29,360 | $ | 17,643 | $ | 85,189 | $ | (7,224) | |||||||||||||||
| Net income (loss) attributable to non-controlling interests | 3,606 | 2,736 | 8,530 | (1,441) | |||||||||||||||||||
| Net income (loss) attributable to MediaAlpha, Inc. | $ | 25,754 | $ | 14,907 | $ | 76,659 | $ | (5,783) | |||||||||||||||
| Net income (loss) attributable to MediaAlpha, Inc. per share of Class A common stock | |||||||||||||||||||||||
| -Basic | $ | 0.49 | $ | 0.26 | $ | 1.41 | $ | (0.10) | |||||||||||||||
| -Diluted | $ | 0.46 | $ | 0.26 | $ | 1.32 | $ | (0.11) | |||||||||||||||
| Weighted average shares of Class A common stock outstanding | |||||||||||||||||||||||
| -Basic | 53,085,522 | 56,617,837 | 54,216,410 | 56,134,035 | |||||||||||||||||||
| -Diluted | 62,830,870 | 56,617,837 | 62,540,630 | 67,420,272 | |||||||||||||||||||
MediaAlpha, Inc. and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited; in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income (loss) | $ | 85,189 | $ | (7,224) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Equity-based compensation expense | 23,854 | 22,798 | |||||||||
| Non-cash lease expense | 748 | 688 | |||||||||
| Depreciation expense on property and equipment | 225 | 201 | |||||||||
| Amortization of intangible assets | 1,433 | 2,467 | |||||||||
| Amortization of deferred debt issuance costs | 405 | 518 | |||||||||
| Loss on extinguishment of debt | 235 | — | |||||||||
| Gain on repurchase of interests in tax receivables agreement | (48,384) | — | |||||||||
| Write-off of intangible assets | — | 13,416 | |||||||||
| Credit losses | 247 | (13) | |||||||||
| Deferred taxes | 26,911 | — | |||||||||
| Tax receivables agreement | (870) | (80) | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (44,173) | 13,774 | |||||||||
| Prepaid expenses and other current assets | (1,084) | (382) | |||||||||
| Other assets | 719 | (4,039) | |||||||||
| Accounts payable | 30,624 | (2,882) | |||||||||
| Accrued expenses | (13,444) | 33,804 | |||||||||
| Net cash provided by operating activities | $ | 62,635 | $ | 73,046 | |||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property and equipment | (944) | (300) | |||||||||
| Net cash (used in) investing activities | $ | (944) | $ | (300) | |||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from revolving line of credit | 30,000 | — | |||||||||
| Repayments on revolving line of credit | (5,000) | — | |||||||||
| Proceeds from issuance of long-term debt | 150,000 | — | |||||||||
| Repayments on long-term debt | (152,703) | (7,125) | |||||||||
| Payments of debt issuance costs | (2,101) | (284) | |||||||||
| Repurchases of Class A common stock | (50,095) | (32,893) | |||||||||
| Contributions from QLH’s members | 757 | 433 | |||||||||
| Distributions to non-controlling interests | (7,503) | (841) | |||||||||
| Payments pursuant to tax receivables agreement | (6,990) | — | |||||||||
| Repurchase of interests in tax receivables agreement | (43,000) | — | |||||||||
| Shares withheld for taxes on vesting of restricted stock units | (3,255) | (2,961) | |||||||||
| Net cash (used in) financing activities | $ | (89,890) | $ | (43,671) | |||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | (28,199) | 29,075 | |||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 46,876 | 43,266 | |||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 18,677 | $ | 72,341 | |||||||
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 and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Revenue | $ | 375,946 | $ | 306,514 | $ | 1,002,825 | $ | 822,445 | ||||||||||||||||||
| Less cost of revenue | (320,618) | (263,108) | (855,624) | (699,713) | ||||||||||||||||||||||
| Gross profit | $ | 55,328 | $ | 43,406 | $ | 147,201 | $ | 122,732 | ||||||||||||||||||
| Adjusted to exclude the following (as related to cost of revenue): | ||||||||||||||||||||||||||
| Equity-based compensation | 83 | 265 | 332 | 836 | ||||||||||||||||||||||
| Salaries, wages, and related | 513 | 707 | 1,239 | 2,308 | ||||||||||||||||||||||
| Internet and hosting | 344 | 199 | 942 | 570 | ||||||||||||||||||||||
| Other expenses | 123 | 213 | 400 | 580 | ||||||||||||||||||||||
| Depreciation | 1 | 5 | 6 | 17 | ||||||||||||||||||||||
| Other services | 717 | 616 | 2,286 | 1,856 | ||||||||||||||||||||||
| Merchant-related fees | 295 | 204 | 820 | 534 | ||||||||||||||||||||||
| Contribution | $ | 57,404 | $ | 45,615 | $ | 153,226 | $ | 129,433 | ||||||||||||||||||
| Gross margin | 14.7 | % | 14.2 | % | 14.7 | % | 14.9 | % | ||||||||||||||||||
| Contribution Margin | 15.3 | % | 14.9 | % | 15.3 | % | 15.7 | % | ||||||||||||||||||
Adjusted EBITDA
We define “Adjusted EBITDA” as net income (loss) excluding interest expense, income tax expense (benefit), depreciation expense on property and equipment, amortization of intangible assets, as well as equity-based compensation expense and certain other adjustments as listed in the table below. Adjusted EBITDA 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.
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 and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income (loss) | $ | 29,360 | $ | 17,643 | $ | 85,189 | $ | (7,224) | ||||||||||||||||||
| Equity-based compensation expense | 8,123 | 7,662 | 23,854 | 22,798 | ||||||||||||||||||||||
| Interest expense | 2,760 | 2,808 | 7,975 | 8,633 | ||||||||||||||||||||||
| Income tax expense | 7,807 | 54 | 27,617 | 321 | ||||||||||||||||||||||
| Depreciation expense on property and equipment | 75 | 71 | 225 | 201 | ||||||||||||||||||||||
| Amortization of intangible assets | 478 | 511 | 1,433 | 2,467 | ||||||||||||||||||||||
Transaction expenses(1) | 370 | 303 | 1,668 | 303 | ||||||||||||||||||||||
Personnel separation costs(2) | 908 | — | 908 | — | ||||||||||||||||||||||
Write-off of intangible assets(3) | — | — | — | 13,416 | ||||||||||||||||||||||
| Gain on repurchase of interests in tax receivables agreement | (10,733) | — | (48,384) | — | ||||||||||||||||||||||
Changes in TRA related liability(4) | (15) | (159) | (870) | (80) | ||||||||||||||||||||||
| Changes in Tax Indemnification Receivable | 69 | (5) | — | (211) | ||||||||||||||||||||||
Legal expenses(5) | 291 | 191 | 507 | 42,333 | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 39,493 | $ | 29,079 | $ | 100,122 | $ | 82,957 | ||||||||||||||||||
(1)Transaction expenses for the three months ended September 30, 2026 consist of legal and accounting fees incurred by us in connection with registration statements. Transaction expenses for the nine months ended September 30, 2026 consist of legal and other fees of $1.1 million and a loss on extinguishment of debt of $0.2 million incurred by us in connection with the 2026 Credit Facilities and legal and accounting fees incurred by us in connection with registration statements. Transaction expenses for the three and nine months ended September 30, 2025 consist of legal and accounting fees incurred in connection with an amendment to the 2021 Credit Facilities.
(2)Personnel separation costs for the three and nine months ended September 30, 2026 consist of severance costs incurred as part of the transition of the Company's Chief Financial Officer, pursuant to his employment agreement.
(3)Write-off of intangible assets for the nine months ended September 30, 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.
(4)Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.
(5)Legal expenses for the three and nine months ended September 30, 2026 were immaterial. Legal expenses for the three and nine months ended September 30, 2025, consist of increases of $0 and $38.0 million, respectively, to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter.
MediaAlpha Investor Supplement · Q3 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.
1
MediaAlpha Investor Supplement · Q3 2026 | ||
INVESTOR SUPPLEMENT
Q3 2026 Consolidated Results
Three months ended September 30, 2026
REVENUE $375.9M ▲ 23% YoY | CONTRIBUTION1 $57.4M ▲ 26% YoY | ADJUSTED EBITDA1 $39.5M ▲ 36% YoY | NET INCOME $29.4M vs. $17.6M | |||||||||||||||||
| (in millions, except percentages, unaudited) | Q3 2026 | Q3 2025 | YoY | ||||||||
| Revenue | $ | 375.9 | $ | 306.5 | 23 | % | |||||
| Under-65 Health Revenue | $ | 0.8 | $ | 9.0 | (92) | % | |||||
| Revenue, excl. Under-65 Health | $ | 375.2 | $ | 297.5 | 26 | % | |||||
| Gross profit | $ | 55.3 | $ | 43.4 | 27 | % | |||||
| Contribution | $ | 57.4 | $ | 45.6 | 26 | % | |||||
| Under-65 Health Contribution | $ | 0.3 | $ | 1.5 | (80) | % | |||||
| Contribution, excl. Under-65 Health | $ | 57.1 | $ | 44.1 | 29 | % | |||||
| Adjusted EBITDA | $ | 39.5 | $ | 29.1 | 36 | % | |||||
| Under-65 Health Contribution | $ | 0.3 | $ | 1.5 | (80) | % | |||||
| Adjusted EBITDA, excl. Under-65 Health Contribution | $ | 39.2 | $ | 27.6 | 42 | % | |||||
| Net income | $ | 29.4 | $ | 17.6 | 66 | % | |||||
1.See “Key Business Metrics and Non-GAAP Financial Measures” for additional information regarding non-GAAP metrics and operating metrics used in this supplement.
2
MediaAlpha Investor Supplement · Q3 2026 | ||
Revenue by Vertical
$ in millions, unaudited — eight-quarter trend
| Revenue by Vertical | Q4'24 | Q1'25 | Q2'25 | Q3'25 | Q4'25 | Q1'26 | Q2'26 | Q3'26 | ||||||||||||||||||
| Property & casualty | $ | 235 | $ | 223 | $ | 227 | $ | 288 | $ | 265 | $ | 293 | $ | 309 | $ | 366 | ||||||||||
| Health | 59 | 34 | 18 | 13 | 21 | 11 | 3 | 3 | ||||||||||||||||||
| Life & other | 7 | 7 | 7 | 6 | 5 | 6 | 5 | 7 | ||||||||||||||||||
| Total revenue | $ | 301 | $ | 264 | $ | 252 | $ | 307 | $ | 291 | $ | 310 | $ | 317 | $ | 376 | ||||||||||
3
MediaAlpha Investor Supplement · Q3 2026 | ||
Revenue by Vertical and Platform Model
$ in millions, unaudited — three months ended September 30, 2026
By vertical | By platform model | |||||||||||||||||||||||||||||||
| Vertical | 2026 | 2025 | Platform model | 2026 | 2025 | |||||||||||||||||||||||||||
| Property & casualty | $ | 365.9 | 97.3% | $ | 287.8 | 93.9% | Open Marketplace | $ | 371.2 | 98.7% | $ | 299.8 | 97.8% | |||||||||||||||||||
| Health | 2.9 | 0.8% | 12.9 | 4.2% | Private Marketplace | 4.7 | 1.3% | 6.7 | 2.2% | |||||||||||||||||||||||
| Life | 6.8 | 1.8% | 5.6 | 1.8% | Total revenue | $ | 375.9 | 100.0% | $ | 306.5 | 100.0% | |||||||||||||||||||||
| Other | 0.3 | 0.1% | 0.3 | 0.1% | ||||||||||||||||||||||||||||
| Total revenue | $ | 375.9 | 100.0% | $ | 306.5 | 100.0% | ||||||||||||||||||||||||||
4
MediaAlpha Investor Supplement · Q3 2026 | ||
Contribution1 & Adjusted EBITDA2 Trend
$ in millions, unaudited — eight-quarter trend
| Q4'24 | Q1'25 | Q2'25 | Q3'25 | Q4'25 | Q1'26 | Q2'26 | Q3'26 | |||||||||||||||||||
| Contribution ($M) | $ | 52 | $ | 44 | $ | 40 | $ | 46 | $ | 47 | $ | 49 | $ | 47 | $ | 57 | ||||||||||
| Contribution margin | 17 | % | 17 | % | 16 | % | 15 | % | 16 | % | 16 | % | 15 | % | 15 | % | ||||||||||
| Adjusted EBITDA ($M) | $ | 37 | $ | 29 | $ | 25 | $ | 29 | $ | 31 | $ | 31 | $ | 29 | $ | 39 | ||||||||||
| Adjusted EBITDA margin | 12 | % | 11 | % | 10 | % | 9 | % | 11 | % | 10 | % | 9 | % | 11 | % | ||||||||||
| Adjusted EBITDA % of Contribution | 71 | % | 67 | % | 62 | % | 64 | % | 66 | % | 64 | % | 62 | % | 69 | % | ||||||||||
1 See page 10 of this supplement for additional information regarding Contribution, a non-GAAP financial measure.
2 See page 11 of this supplement for additional information regarding Adjusted EBITDA, a non-GAAP financial measure.
5
MediaAlpha Investor Supplement · Q3 2026 | ||
Share Repurchase Overview
Since Q3 2025 through October 26, 2026
CUMULATIVE SHARE REPURCHASES $115M | SHARES REPURCHASED 11.2M (16.5%) | AVERAGE PRICE / SHARE $10.30 | ||||||||||||
| Period | Amount | % of shares outstanding | Avg. price / share | ||||||||
| Q3'25 | $ | 33M | 4.8 | % | $ | 10.17 | |||||
| Q4'25 | $ | 14M | 1.6 | % | $ | 12.83 | |||||
| Q1'26 | $ | 20M | 3.0 | % | $ | 9.84 | |||||
| Q2'26 | $ | 20M | 3.2 | % | $ | 9.20 | |||||
| Q3'26 | $ | 9M | 1.2 | % | $ | 11.25 | |||||
| Q4'26 through 10/26/2026 | $ | 19M | 2.6 | % | $ | 10.38 | |||||
Represents shares repurchased as a percentage of the 67.9 million shares outstanding as of July 31, 2025. Average price is consideration paid, excluding commission, divided by shares repurchased.
6
MediaAlpha Investor Supplement · Q3 2026 | ||
Repurchase of TRA Obligation
Cumulative Tax Receivable Agreement interest retired in 2026
EST. CASH SAVINGS $91M | CASH PAYMENT $43M | DISCOUNT TO BOOK VALUE 53% | ||||||||||||
7
MediaAlpha Investor Supplement · Q3 2026 | ||
Q4 2026 Financial Outlook
$ in millions, % year-over-year growth
| Low | YoY | Mid | YoY | High | YoY | |||||||||||||||
| Revenue | $ | 355.0 | 22% | $ | 365.0 | 25% | $ | 375.0 | 29% | |||||||||||
| Contribution | $ | 54.0 | 15% | $ | 55.5 | 18% | $ | 57.0 | 22% | |||||||||||
| Adjusted EBITDA | $ | 36.0 | 17% | $ | 37.5 | 22% | $ | 39.0 | 27% | |||||||||||
Excluding Under-65 Health (Under-65 Contribution guided at approximately $0.5M across all scenarios)
| Low | YoY | Mid | YoY | High | YoY | |||||||||||||||
| Contribution | $ | 53.5 | 18% | $ | 55.0 | 21% | $ | 56.5 | 24% | |||||||||||
| Adjusted EBITDA | $ | 35.5 | 21% | $ | 37.0 | 26% | $ | 38.5 | 31% | |||||||||||
8
MediaAlpha Investor Supplement · Q3 2026 | ||
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.
9
MediaAlpha Investor Supplement · Q3 2026 | ||
Contribution to Gross Profit
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 and nine months ended September 30, 2026 and 2025:
| (in thousands) | Q3 2026 | Q3 2025 | 9mo 2026 | 9mo 2025 | ||||||||||
| Revenue | $ | 375,946 | $ | 306,514 | $ | 1,002,825 | $ | 822,445 | ||||||
| Less cost of revenue | (320,618) | (263,108) | (855,624) | (699,713) | ||||||||||
| Gross profit | $ | 55,328 | $ | 43,406 | $ | 147,201 | $ | 122,732 | ||||||
| Adjusted to exclude the following (as related to cost of revenue): | ||||||||||||||
| Equity-based compensation | 83 | 265 | 332 | 836 | ||||||||||
| Salaries, wages, and related | 513 | 707 | 1,239 | 2,308 | ||||||||||
| Internet and hosting | 344 | 199 | 942 | 570 | ||||||||||
| Other expenses | 123 | 213 | 400 | 580 | ||||||||||
| Depreciation | 1 | 5 | 6 | 17 | ||||||||||
| Other services | 717 | 616 | 2,286 | 1,856 | ||||||||||
| Merchant-related fees | 295 | 204 | 820 | 534 | ||||||||||
| Contribution | $ | 57,404 | $ | 45,615 | $ | 153,226 | $ | 129,433 | ||||||
| Gross margin | 14.7 | % | 14.2 | % | 14.7 | % | 14.9 | % | ||||||
| Contribution Margin | 15.3 | % | 14.9 | % | 15.3 | % | 15.7 | % | ||||||
10
MediaAlpha Investor Supplement · Q3 2026 | ||
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.
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 and nine months ended September 30, 2026 and 2025:
| (in thousands) | Q3 2026 | Q3 2025 | 9mo 2026 | 9mo 2025 | ||||||||||
| Net income (loss) | $ | 29,360 | $ | 17,643 | $ | 85,189 | $ | (7,224) | ||||||
| Equity-based compensation expense | 8,123 | 7,662 | 23,854 | 22,798 | ||||||||||
| Interest expense | 2,760 | 2,808 | 7,975 | 8,633 | ||||||||||
| Income tax expense | 7,807 | 54 | 27,617 | 321 | ||||||||||
| Depreciation expense on property and equipment | 75 | 71 | 225 | 201 | ||||||||||
| Amortization of intangible assets | 478 | 511 | 1,433 | 2,467 | ||||||||||
Transaction expenses(1) | 370 | 303 | 1,668 | 303 | ||||||||||
Personnel separation costs(2) | 908 | — | 908 | — | ||||||||||
Write-off of intangible assets(3) | — | — | — | 13,416 | ||||||||||
| Gain on repurchase of interests in tax receivables agreement | (10,733) | — | (48,384) | — | ||||||||||
Changes in TRA related liability(4) | (15) | (159) | (870) | (80) | ||||||||||
| Changes in Tax Indemnification Receivable | 69 | (5) | — | (211) | ||||||||||
Legal expenses(5) | 291 | 191 | 507 | 42,333 | ||||||||||
| Adjusted EBITDA | $ | 39,493 | $ | 29,079 | $ | 100,122 | $ | 82,957 | ||||||
(1)Transaction expenses for the three months ended September 30, 2026 consist of legal and accounting fees incurred by us in connection with registration statements. Transaction expenses for the nine months ended September 30, 2026 consist of legal and other fees of $1.1 million and a loss on extinguishment of debt of $0.2 million incurred by us in connection with the 2026 Credit Facilities and legal and accounting fees incurred by us in connection with registration statements. Transaction expenses for the three and nine months ended September 30, 2025 consist of legal and accounting fees incurred in connection with an amendment to the 2021 Credit Facilities.
(2)Personnel separation costs for the three and nine months ended September 30, 2026 consist of severance costs incurred as part of the transition of the Company's Chief Financial Officer, pursuant to his employment agreement.
11
MediaAlpha Investor Supplement · Q3 2026 | ||
(3)Write-off of intangible assets for the nine months ended September 30, 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.
(4)Changes in TRA related liability consist of adjustments to the TRA liability to reflect probable future payments under the agreement.
(5)Legal expenses for the three and nine months ended September 30, 2026 were immaterial. Legal expenses for the three and nine months ended September 30, 2025, consist of increases of $0 and $38.0 million, respectively, to the loss reserve established in connection with the FTC Matter and legal fees and costs incurred in connection with such matter.
12