MediaAlpha (MAX) FY2025 10-K Risk Factors: 6 New, 12 Dropped

What the changes say

Revenue concentration increased: largest Demand Partner rose to 25% and top 20 Demand Partners to 82% of 2025 revenue, from 23% and 72%.
The FTC allegations were resolved through a Consent Order effective October 16, 2025, covering lead generation, telemarketing, impersonation and misleading claims.
MediaAlpha fully exited its travel vertical in the second quarter of 2025 after pandemic-related revenue declines.
New emphasis covers AI-related reputational harm, search-engine dependence, expanded telemarketing compliance and Section 404 controls.

What changed since the prior 10-K

New

NewRisks related to our business and industry
2024, respectively, and our next largest Demand Partner represented 24% and 18% of revenue for the years ended December 31, 2025 and 2024, respectively. Our top 20 Demand Partners represented 82% and 72% of our revenue for the years ended December 31, 2025 and 2024, respectively
Demand and Supply Partners can cut or terminate volume with little notice, increasing revenue concentration, partner dependence and credit risk.
NewRisks related to our business and industry
through our platform may suffer. A decrease in quality of Consumer Referrals could lead to a reduction in use of our platform by our Demand Partners
Search-engine algorithm changes or weaker paid and organic listings could reduce traffic, Consumer Referrals and revenue.
NewRisks related to our business and industry
AIML also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm
Controversial use of AIML could damage MediaAlpha’s brand and reputation, while bid-management failures or higher competitor bids could raise referral costs.
NewRisks related to laws and regulation
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
MediaAlpha and partners face TCPA, TSR and CAN-SPAM liability for robocalls, texts and commercial emails, including alleged TSR violations.
NewRisks related to internal control on financial reporting
adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our common stock
Failure to implement or maintain effective Section 404 financial controls could cause an adverse audit opinion, regulatory scrutiny, reporting delays and added costs.
NewRisks related to our Class A common stock
Certain of our pre-IPO stockholders could have business interests that conflict with those of the other investors, which may make it difficult for us to pursue strategic initiatives that require consensus among our owners
Pre-IPO stockholders’ different tax interests, including decisions involving the tax receivables agreement, could conflict with MediaAlpha’s goals.

Dropped

DroppedRisks related to our business and industry
We have incurred significant net losses in the past and we may not be able to generate sufficient revenue to be profitable over the long term
DroppedRisks related to our business and industry
If we fail to protect our brand, our ability to expand the use of our platform by Demand and Supply Partners may be adversely affected
DroppedRisks related to our business and industry
to a dramatic decline in consumers shopping for travel-related products, which has led to a significant decline in our revenue from the travel vertical, and there is uncertainty about whether our business in this vertical will return to pre-pandemic levels and the timing of any such recovery
DroppedRisks related to information security and privacy, the integrity of our platform, and our intellectual property
reputation and may adversely impact the use of our platform. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service
DroppedRisks related to laws and regulation
Our and our partners’ communications with potential and existing consumers are subject to laws regulating telephone and email marketing practices
DroppedRisks related to being a public company
cease to cover our Class A common stock, we could lose visibility in the market for our Class A common stock, which in turn could cause our stock price to decline
DroppedRisks related to being a public company
The obligations associated with being a public company require significant resources and management attention, which has increased and will increase our costs of operations and may divert focus from our business operations
DroppedRisks related to internal control on financial reporting
We may identify material weaknesses in the future or otherwise fail to maintain an effective internal control over financial reporting and may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business
DroppedRisks related to our Class A common stock
with an equal number of shares of our Class B common stock). The perception in the public market that our pre-IPO stockholders might sell shares of Class A common stock could also depress our market price
DroppedRisks related to our Class A common stock
Our amended and restated bylaws provide that, if a claiming party brings certain actions against us and is not successful on the merits, then it will be obligated to pay our litigation costs, which could have the effect of discouraging litigation, including claims brought by our stockholders
DroppedRisks related to our Class A common stock
Different interests among our investors or between our investors and us, including with respect to related party transactions, could prevent us from achieving our business goals
DroppedRisks related to our Class A common stock
We are no longer a “controlled company” within the meaning of the NYSE rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period

Reworded

92% rewrittenRisks related to our business and industry
The FTC Matter has had, and may continue to have, a material adverse effect on our under-65 health business
The FTC risk moved from an ongoing investigation and settlement demand to alleged deceptive conduct and a Consent Order fully resolving the claims effective October 16, 2025.
Was: The FTC Matter could have a material adverse effect on our business
87% rewrittenRisks related to our business and industry
We depend on a small group of Demand and Supply Partners for a substantial portion of our business. Changes in our relationships with these partners may adversely affect our business, financial condition, operating results, cash flows, and prospects
Revenue concentration increased: the largest Demand Partner represented 25% versus 23%, the next largest 24% versus 18%, and the top 20 82% versus 72%.
85% rewrittenRisks related to our Class A common stock
Sales of a substantial number of shares of our Class A common stock by our pre-IPO stockholders in the public market, or the perception that such sales may occur, could cause the price of our Class A common stock to fall
The share-count disclosure changed to 56.2 million Class A-1 units and 8.3 million Class B-1 units outstanding at December 31, 2025, versus 55.5 million and 11.6 million.
79% rewrittenRisks related to being a public company
Our operating results or other operating metrics may fluctuate significantly on a quarterly and annual basis and may not meet expectations of research analysts, which could cause the trading price of our Class A common stock to decline
No substantive change is shown; the risk remains that fluctuating results and metrics could miss analyst or investor expectations and depress the stock.
73% rewrittenRisks related to our business and industry
Our existing and any future indebtedness could adversely affect our ability to operate our business
The interest-rate benchmark changed from LIBOR to SOFR with a credit spread adjustment under the amended Credit Agreement.
66% rewrittenRisks related to our business and industry
Our partners may negotiate with us to reduce our platform fees or switch certain transactions from Open Marketplace to Private Marketplace, which could harm our business, financial condition, operating results, cash flows, and prospects
No substantive change is shown; partners may reduce platform fees or shift transactions from the higher-revenue Open Marketplace to Private Marketplaces.
55% rewrittenRisks related to our business and industry
Broad-based pandemics or public health crises, such as the COVID-19 pandemic, have had, and may in the future have, an adverse impact on our business, financial condition, operating results, cash flows, and prospects
The company now states that it fully exited the travel vertical in the second quarter of 2025 after COVID-19 caused a dramatic revenue decline.
51% rewrittenRisks related to information security and privacy, the integrity of our platform, and our intellectual property
We rely on Amazon Web Services to deliver our platform to our partners, and any disruption of, or interference with, our use of Amazon Web Services could adversely affect our business, financial condition, operating results, cash flows, and prospects
No substantive change is shown; MediaAlpha remains dependent on AWS, including for platform hosting, websites, operations and internal tools.
48% rewrittenRisks related to our business and industry
We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and harm our operating results, financial condition, and prospects
44% rewrittenRisks related to our business and industry
Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, operating results, cash flows, and prospects may suffer
40% rewrittenRisks related to our business and industry
Supply Partners, Demand Partners or vendors may engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose Demand Partners and revenue
Was: Sellers, vendors, or their respective affiliates may engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose Demand Partners and revenue
38% rewrittenRisks related to our business and industry
Our business is highly subject to business cycles and risks related to the P&C insurance industry
Was: Our business is highly subject to business cycles and risks related to the property & casualty insurance, health insurance, and life insurance industries
31% rewrittenRisks related to our business and industry
We may from time to time be subject to litigation, which may be extremely costly to defend, could result in substantial judgment or settlement costs or subject us to other remedies
26% rewrittenRisks related to our business and industry
Supply Partners use our platform to optimize consumer conversions and the yield on their traffic. If Supply Partners are not able to obtain the best yield on their traffic using our platform, they may stop using our platform to make their Consumer Referrals available
22% rewrittenRisks related to laws and regulation
Laws and regulations regulating insurance activities are complex and could negatively affect us and/or our Supply and Demand Partners, which could in turn have a material and adverse effect on our business, may reduce our profitability and potentially limit our growth

All 52 risk factors

Headings as the filing states them, in filing order.

Risks related to our business and industry

01Supply Partners use our platform to optimize consumer conversions and the yield on their traffic. If Supply Partners are not able to obtain the best yield on their traffic using our platform, they may stop using our platform to make their Consumer Referrals available26% rewritten
02We depend on a small group of Demand and Supply Partners for a substantial portion of our business. Changes in our relationships with these partners may adversely affect our business, financial condition, operating results, cash flows, and prospects87% rewritten
032024, respectively, and our next largest Demand Partner represented 24% and 18% of revenue for the years ended December 31, 2025 and 2024, respectively. Our top 20 Demand Partners represented 82% and 72% of our revenue for the years ended December 31, 2025 and 2024, respectivelyNew
04Our business is highly subject to business cycles and risks related to the P&C insurance industry38% rewritten
05Our partners may negotiate with us to reduce our platform fees or switch certain transactions from Open Marketplace to Private Marketplace, which could harm our business, financial condition, operating results, cash flows, and prospects66% rewritten
06The FTC Matter has had, and may continue to have, a material adverse effect on our under-65 health business92% rewritten
07If we fail to compete effectively against technology companies engaged in digital customer acquisition and other competitors, we could lose partners and our revenue may decline
08If we are unable to develop new offerings, achieve increased partner adoption of those offerings or penetrate new vertical markets, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected
09If we fail to manage future growth effectively, our business, financial condition, operating results, cash flows, and prospects could be materially and adversely affected
10Our past growth or the past growth in our verticals or by our competitors may not be indicative of future growth, and our revenue growth rate may decline in the future
11If we are unable to attract, integrate, and retain qualified employees, our ability to develop and successfully grow our business could be harmed
12We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and harm our operating results, financial condition, and prospects48% rewritten
13through our platform may suffer. A decrease in quality of Consumer Referrals could lead to a reduction in use of our platform by our Demand PartnersNew
14AIML also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harmNew
15If the market for digital customer acquisition services fails to continue to develop, our success may be limited, and our revenue may decrease
16Our existing and any future indebtedness could adversely affect our ability to operate our business73% rewritten
17As of December 31, 2025, the aggregate principal amount outstanding under the 2021 Term Loan Facility was $149.0 million and our borrowing capacity under the 2021 Revolving Credit Facility was $45.0 million. In addition, we may in the future decide to incur additional indebtedness
18Changes in tax laws or exposure to additional income or other tax liabilities could affect our future profitability
19Taxing authorities may assert that we should have collected or in the future should collect sales and use, gross receipts, value added or similar taxes, and may successfully impose additional obligations on us, and any such assessments or obligations could adversely affect our operating results
20We may from time to time be subject to litigation, which may be extremely costly to defend, could result in substantial judgment or settlement costs or subject us to other remedies31% rewritten
21Supply Partners, Demand Partners or vendors may engage in unauthorized or unlawful acts that could subject us to significant liability or cause us to lose Demand Partners and revenue40% rewritten
22We maintain cash balances in our bank accounts that exceed the FDIC insurance limitation
23Operating and growing our business may require additional capital, and if capital is not available to us, our business, financial condition, operating results, cash flows, and prospects may suffer44% rewritten
24Broad-based pandemics or public health crises, such as the COVID-19 pandemic, have had, and may in the future have, an adverse impact on our business, financial condition, operating results, cash flows, and prospects55% rewritten
25Our business could be adversely affected by natural disasters, political crises, economic downturns or other unexpected events

Risks related to information security and privacy, the integrity of our platform, and our intellectual property

26Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or those of our partners or third-party service providers
27If we are unable to adequately obtain, maintain, protect or enforce our intellectual property rights, proprietary systems, technology and brand, our ability to compete could be harmed
28We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business
29Our business depends on our ability to maintain and improve the technological infrastructure that supports our platform, and any significant disruption in service on our platform could result in a loss of partners, which could harm our business, financial condition, operating results, cash flows, and prospects
30We rely on Amazon Web Services to deliver our platform to our partners, and any disruption of, or interference with, our use of Amazon Web Services could adversely affect our business, financial condition, operating results, cash flows, and prospects51% rewritten
31If the way cookies are used or shared, or if the use or transfer of cookies is restricted by third parties outside of our control or becomes subject to unfavorable legislation or regulation, our ability to develop and provide certain products or services could be affected
32Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation

Risks related to laws and regulation

33Our business is subject to a variety of laws and regulations, both in the U.S. and internationally, many of which are evolving
34Laws and regulations regulating insurance activities are complex and could negatively affect us and/or our Supply and Demand Partners, which could in turn have a material and adverse effect on our business, may reduce our profitability and potentially limit our growth22% rewritten
35Changes and developments in the regulation of the healthcare industry could adversely affect our business, financial condition, operating results, cash flows, and prospects
36Changes in laws or regulations relating to privacy, data protection or the protection or transfer of personal data could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects
37We 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 TSRNew

Risks related to being a public company

38Our operating results or other operating metrics may fluctuate significantly on a quarterly and annual basis and may not meet expectations of research analysts, which could cause the trading price of our Class A common stock to decline79% rewritten
39We are required to make significant estimates and assumptions in the preparation of our financial statements. These estimates and assumptions may not be accurate and are subject to change

Risks related to internal control on financial reporting

40adversely affect our business, results of operations and financial condition and could cause a decline in the trading price of our common stockNew
41A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis

Risks related to our Class A common stock

42The market price of our Class A common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, price and times desired
43Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise would dilute all other stockholders
44We do not intend to pay dividends in the foreseeable future
45Sales of a substantial number of shares of our Class A common stock by our pre-IPO stockholders in the public market, or the perception that such sales may occur, could cause the price of our Class A common stock to fall85% rewritten
46Certain provisions in our amended and restated certificate of incorporation, our amended and restated bylaws, our stockholders’ agreement and of Delaware law may prevent or delay an acquisition of MediaAlpha, Inc., which could decrease the trading price of our Class A common stock
47Our amended and restated certificate of incorporation and stockholders’ agreement contain provisions renouncing our interest and expectation to participate in certain corporate governance opportunities identified by or presented to certain of our existing investors
48Our amended and restated certificate of incorporation contains exclusive forum provisions that may discourage lawsuits against us and our directors and officers
49Certain of our pre-IPO stockholders could have business interests that conflict with those of the other investors, which may make it difficult for us to pursue strategic initiatives that require consensus among our ownersNew

Risks related to our structure

50We are a holding company and our only material asset is our indirect interest in QLH and, accordingly, we are dependent upon distributions from QLH to pay taxes and other expenses
51We are required to pay Insignia, the Senior Executives, and White Mountains for certain tax benefits we may claim in the future
52In certain cases, payments by us under the tax receivables agreement may be accelerated or significantly exceed the tax benefits we realize in respect of the tax attributes subject to the tax receivables agreement

Other MediaAlpha 10-Ks

FY2024 10-K risk factors
58 risks
MediaAlpha depends heavily on property and casualty, health, and life insurance verticals representing 99% of 2024 revenue. The company faces significant regulatory scrutiny, notably an active FTC investigation into healthcare advertising and telemarketing practices. Concentration risks are high, with a small group of demand and supply partners driving most business.
Filed Feb 24, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.