What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-06 · 254 added, 310 removed, 479 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, unaudited)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets:

16 unchanged sentences

Accrued marketing expenses 9,071 16,612

Short term debt 68,765 —

Lease liabilities – current 7,841 7,732

12 unchanged sentences

Treasury stock, at cost ( 199,998 ) ( 199,998 )

Retained earnings (accumulated deficit) ( 113,363 ) 7,284

Accumulated other comprehensive income (loss) 126 ( 82 )

Retained earnings 5,274 15,246

Accumulated other comprehensive loss ( 265 ) ( 234 )

Total stockholders’ equity 581,623 588,428

2 unchanged sentences

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts, unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Commission $ 98,946 $ 80,927

8 unchanged sentences

Total operating costs and expenses 108,321 110,875

Loss from operations

Income (loss) from operations

4,798 ( 17,911 )

1 unchanged sentence

Other income, net 1,576 2,391

Loss before income taxes

Income (loss) before income taxes

3,726 ( 18,329 )

Benefit from income taxes ( 1,886 ) ( 2,509 ) ( 3,736 ) ( 8,660 )

Provision for (benefit from) income taxes 1,776 ( 1,345 )

Net income (loss)

1,950 ( 16,984 )

7 unchanged sentences

Basic and diluted 29,997 28,912

Comprehensive loss:

Comprehensive income (loss):

Net income (loss)

$ 1,950 $ ( 16,984 )

Unrealized holding gain (loss) on available for sale debt securities, net of tax 99 ( 15 ) 78 5

Unrealized loss on available for sale debt securities, net of tax

( 37 ) ( 23 )

Foreign currency translation adjustments 6 45

Comprehensive loss

Comprehensive income (loss)

$ 1,919 $ ( 16,962 )

3 unchanged sentences

(in thousands, unaudited)

Three Months Ended March 31, 2025

Common Stock Additional Paid-in

Capital Treasury Stock Retained Earnings (Accumulated Deficit)

Accumulated Other Comprehensive Income (Loss)

Capital Treasury Stock Retained Earnings

Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

5 unchanged sentences

Stock-based compensation — — 3,897 — — — 3,897

Other comprehensive income, net of tax — — — — — — 22 22

Net loss — — — — — ( 16,984 ) — ( 16,984 )

Balance as of March 31, 2024 42,002 $ 42 $ 803,248 13,000 $ ( 199,998 ) $ ( 20,427 ) $ ( 60 ) $ 582,805

Issuance of common stock in connection with equity incentive plans 333 — — — — — — —

Repurchase of shares to satisfy employee tax withholding obligations — — ( 596 ) 115 — — — ( 596 )

Dividends and accretion related to convertible preferred stock — — — — — ( 11,020 ) — ( 11,020 )

Issuance of common stock for employee stock purchase program 80 — 354 — — — — 354

Stock-based compensation — — 5,308 — — — — 5,308

Other comprehensive loss, net of tax

Net loss — — — — — ( 27,968 ) — ( 27,968 )

Balance as of June 30, 2024 42,415 $ 42 $ 808,314 13,115 $ ( 199,998 ) $ ( 59,415 ) $ ( 91 ) $ 548,852

Issuance of common stock in connection with equity incentive plans 347 1 — — — — — 1

Repurchase of shares to satisfy employee tax withholding obligations — — ( 451 ) 107 — — — ( 451 )

Dividends and accretion related to convertible preferred stock — — — — — ( 11,475 ) — ( 11,475 )

Stock-based compensation — — 4,675 — — — — 4,675

Other comprehensive income, net of tax

— — — — — — ( 31 ) ( 31 )

Net loss — — — — — ( 42,473 ) — ( 42,473 )

Balance as of September 30, 2024 42,762 $ 43 $ 812,538 13,222 $ ( 199,998 ) $ ( 113,363 ) $ 126 $ 499,346

The accompanying notes are an integral part of these condensed consolidated financial statements.

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

— — — — — 1,950 — 1,950

Balance as of March 31, 2025 43,477 $ 43 $ 776,569 13,454 $ ( 199,998 ) $ 5,274 $ ( 265 ) $ 581,623

Three Months Ended March 31, 2024

Common Stock Additional Paid-in

Capital Treasury Stock Retained Earnings (Accumulated Deficit)

Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

Shares Amount Shares Amount

7 unchanged sentences

Balance as of March 31, 2024 42,002 $ 42 $ 803,248 13,000 $ ( 199,998 ) $ ( 20,427 ) $ ( 60 ) $ 582,805

Issuance of common stock in connection with equity incentive plans 320 — — — — — — —

Repurchase of shares to satisfy employee tax withholding obligations — — ( 623 ) 70 — — — ( 623 )

Dividends and accretion related to convertible preferred stock — — — — — ( 9,414 ) — ( 9,414 )

Issuance of common stock for employee stock purchase program 76 — 262 — — — — 262

Stock-based compensation — — 6,518 — — — — 6,518

Other comprehensive loss, net of tax — — — — — — ( 241 ) ( 241 )

Net loss — — — — — ( 23,501 ) — ( 23,501 )

Balance as of June 30, 2023 40,533 $ 40 $ 788,222 12,542 $ ( 199,998 ) $ 12,836 $ ( 191 ) $ 600,909

Issuance of common stock in connection with equity incentive plans 343 — — — — — — —

Repurchase of shares to satisfy employee tax withholding obligations — — ( 884 ) 116 — — — ( 884 )

Dividends and accretion related to convertible preferred stock — — — — — ( 10,218 ) — ( 10,218 )

Stock-based compensation — — 6,797 — — — — 6,797

Other comprehensive income, net of tax

— — — — — — 58 58

Net loss — — — — — ( 37,025 ) — ( 37,025 )

Balance as of September 30, 2023 40,876 $ 40 $ 794,135 12,658 $ ( 199,998 ) $ ( 34,407 ) $ ( 133 ) $ 559,637

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands, unaudited)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

Net loss $ ( 87,425 ) $ ( 80,404 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 1,950 $ ( 16,984 )

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

Depreciation and amortization 471 533

19 unchanged sentences

Proceeds from redemption and maturities of marketable securities 36,260 6,000

Net cash used in investing activities ( 56,413 ) ( 16,489 )

Net cash provided by (used in) investing activities 5,472 ( 10,287 )

Financing activities:

Net proceeds from exercise of common stock options and employee stock purchases 354 262

Repurchase of shares to satisfy employee tax withholding obligations ( 699 ) ( 1,255 )

Principal payments in connection with leases — ( 4 )

Payments of preferred stock dividends ( 2,740 ) ( 873 )

Net cash used in financing activities ( 699 ) ( 1,259 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 1 49

Net increase (decrease) in cash, cash equivalents and restricted cash ( 51,690 ) 7,568

Net increase in cash, cash equivalents and restricted cash 81,895 59,264

Cash, cash equivalents and restricted cash at beginning of period 42,287 118,812

4 unchanged sentences

Note 1 – Summary of Business and Significant Accounting Policies

Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “eHealth”) is a leading private online health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions.

Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “eHealth”) is a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions.

Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer.

Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process.

Our omnichannel consumer engagement platform differentiates our offering from other brokers and enables consumers to use our services online, by telephone with a licensed insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities.

Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services online, by telephone with a licensed insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities.

We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide.

Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit.

This tool is supported by a unified data platform and is available to our ecommerce customers and our benefit advisors.

We strive to be the most trusted partner to consumers in their journeys through the health insurance market.

Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit.

This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors.

We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.

Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q to “eHealth,” “the Company,” “we,” “us” or “our” mean eHealth, Inc.

and its consolidated direct and indirect wholly owned subsidiaries.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of September 30, 2024 and other condensed consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 are unaudited.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of March 31, 2025 and other condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 are unaudited.

The Condensed Consolidated Balance Sheet as of December 31, 2024 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 27, 2025.

9 unchanged sentences

Certain prior period amounts have been reclassified to conform with our current period presentation.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023 and include all adjustments necessary for the fair presentation of our financial position as of September 30, 2024 and December 31, 2023 and our results of operations for the periods presented.

The results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for any subsequent period or for the year ending December 31, 2024 and therefore, should not be relied upon as an indicator of future results.

Beginning in the first quarter of 2024, primarily as a result of vacating excess office space, we modified our methodology used in allocating certain expenses for the purpose of evaluating financial and segment performance and resource allocation.

Specifically, we no longer allocate our facilities-related expenses, and as a result, these costs are now reported within the “General and administrative” line in our Condensed Consolidated Statements of

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2025 and December 31, 2024 and our results of operations for the periods presented.

The results for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for any subsequent period or for the year ended December 31, 2025 and therefore, should not be relied upon as an indicator of future results.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Comprehensive Loss and within Corporate for our segment profit (loss).

We have recast the Condensed Consolidated Statements of Comprehensive Loss and our segment profit (loss) for the prior periods presented to conform to our current methodology.

This resulted in a classification change of expenses from marketing and advertising, customer care and enrollment, and technology and content into general and administrative.

Additionally, our segment profit (loss) no longer includes our facilities allocation to each of our segments and instead, these costs are included within Corporate.

There was no impact to total operating costs and expenses, loss from operations, net loss or net loss per share attributable to common stockholders on our Condensed Consolidated Statements of Comprehensive Loss.

Significant Accounting Policies, Estimates and Judgments – The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision for (benefit from) income taxes and the assumptions used in determining stock-based compensation.

On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions and the assumptions used in determining stock-based compensation.

We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable.

Actual results may differ from these estimates.

There have been no material changes for the nine months ended September 30, 2024 to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2023.

There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Adopted Accounting Pronouncements

We did not adopt any new accounting pronouncements during the nine months ended September 30, 2024.

We did not adopt any new accounting pronouncements during the three months ended March 31, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

Segment Reporting (Topic 280) — In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment’s profit or loss.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024.

Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements and early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

Income Taxes (Topic 740) — In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as additional disclosure on income taxes paid.

Income Taxes (Topic 740) — In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which will require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as additional disclosure on income taxes paid.

The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2024 for public entities and early adoption is permitted.

We are currently evaluating the impact of adopting of this ASU on our consolidated financial statements and related disclosures.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) — In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

This ASU requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement.

This ASU will require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement.

The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027.

The ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements and early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.

Note 2 – Revenue

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Medicare Advantage $ 74,986 $ 61,996

16 unchanged sentences

Sponsorship and Advertising Revenue 8,139 10,189

Other 4,975 992 10,354 3,720

Fee-based and Other Revenue 6,034 1,848

Total Other Revenue 14,173 12,037

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Commission revenue from members approved during the period $ 81,754 $ 69,752

Net commission revenue from members approved in prior periods (1)

1,090 9,291 12,773 22,746

Total Medicare segment commission revenue $ 89,719 $ 70,754

3 unchanged sentences

Net commission revenue from members approved in prior periods (1)

108 2,922 2,394 9,756

Total Employer and Individual segment commission revenue $ 9,227 $ 10,173

2 unchanged sentences

Total net commission revenue from members approved in prior periods (1)(2)

1,198 12,213 15,167 32,502

Total commission revenue $ 98,946 $ 80,927

2 unchanged sentences

The net commission revenue from members approved in prior periods, or the net adjustment revenue, includes both increases as well as reductions in revenue for certain prior period cohorts.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended September 30, 2024 and 2023 was $ 0.03 and $ 0.33 per basic and diluted share, respectively.

The after-tax impact of total net commission revenue from members approved in prior periods for the nine months ended September 30, 2024 and 2023 was $ 0.39 and $ 0.89 per basic and diluted share, respectively.

The total reductions to revenue from members approved in prior periods were $ 0.9 million and $ 0.8 million for the three months ended September 30, 2024 and 2023, respectively, and $ 4.5 million and $ 3.7 million for the nine months ended September 30, 2024 and 2023, respectively.

These reductions to revenue primarily relate to the Medicare segment.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended March 31, 2025 and 2024 was $ 0.26 and $ 0.06 per basic and diluted share, respectively.

Note 3 – Supplemental Financial Statement Information

4 unchanged sentences

See Note 4 – Fair Value Measurements for further discussion about our marketable securities.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Cash $ 27,982 $ 10,927

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 124,182 $ 42,287

As of September 30, 2024 and December 31, 2023, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.

This amount collateralizes letters of credit related to certain lease commitments.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Assets and Accounts Receivable

4 unchanged sentences

As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure.

Credit loss expenses are assessed quarterly and included in the “General and administrative” line in our Condensed Consolidated Statements of Comprehensive Loss.

There wer e no write-offs during the nine months ended September 30, 2024 or for the year ended December 31, 2023.

Credit loss expenses are assessed quarterly and included in the “General and administrative” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

There were no write-offs during the three months ended March 31, 2025 or for the year ended December 31, 2024.

The change in the allowance for credit losses is summarized as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Beginning balance $ 2,222 $ 2,118

10 unchanged sentences

Net change in credit loss allowance 293 22 315

Ending balance at September 30, 2024

Ending balance at March 31, 2025

$ 858,237 $ 65,020 $ 923,257

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable and accounts receivable.

3 unchanged sentences

federal government.

The deposits in China were $ 3.4 million as of September 30, 2024.

The deposits in China were $ 2.4 million as of March 31, 2025.

See Note 4 – Fair Value Measurements for additional information regarding our marketable securities.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We do not require collateral or other security for either our contract assets or accounts receivable.

Carriers that represented 10% or more of our total contract assets – commissions receivable and accounts receivable balances are summarized as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Humana 29 % 28 %

3 unchanged sentences

Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands):

September 30, 2024 December 31, 2023

Prepaid expenses $ 9,754 $ 1,808

March 31, 2025 December 31, 2024

Prepaid software and maintenance contracts $ 5,996 $ 5,582

Prepaid marketing and other expenses 2,742 2,405

Prepaid licenses 1,924 2,358

14 unchanged sentences

Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as follows (in thousands):

September 30, 2024

March 31, 2025

Carrying Value Level 1 Level 2 Level 3 Total

2 unchanged sentences

Commercial paper 76,661 — 76,661 — 76,661

Government securities 3,394 — 3,394 — 3,394

Short-term marketable securities

Commercial paper 27,613 — 27,613 — 27,613

Agency bonds 35,335 — 35,335 — 35,335

Government securities 6,882 — 6,882 — 6,882

Total assets measured at fair value $ 127,605 $ 13,055 $ 114,550 $ — $ 127,605

4 unchanged sentences

Commercial paper 10,562 — 10,562 — 10,562

Agency bonds 10,942 — 10,942 — 10,942

Government securities 2,618 — 2,618 — 2,618

Short-term marketable securities

Agency bonds 5,930 — 5,930 — 5,930

Commercial paper 17,799 — 17,799 — 17,799

Government securities 25,244 — 25,244 — 25,244

Total assets measured at fair value $ 71,313 $ 15,090 $ 56,223 $ — $ 71,313

1 unchanged sentence

Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy.

Our available for sale marketable securities, which include commercial paper and agency bonds with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy.

There were no transfers between the hierarchy levels during either the nine months ended September 30, 2024 or the year ended December 31, 2023.

Our available for sale marketable securities, which include commercial paper and government securities with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy.

There were no transfers between the hierarchy levels during the three months ended March 31, 2025 or the year ended December 31, 2024.

The following table summarizes our cash equivalents and available for sale debt securities by contractual maturity (in thousands):

As of September 30, 2024 As of December 31, 2023

As of March 31, 2025 As of December 31, 2024

Amortized Cost Fair Value Amortized Cost Fair Value

3 unchanged sentences

Unrealized gains and losses on available for sale debt securities that are not credit related are included in accumulated other comprehensive loss and summarized as follows (in thousands):

September 30, 2024

March 31, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

2 unchanged sentences

Commercial paper 76,675 — ( 14 ) 76,661

Government securities 3,394 — — 3,394

Short-term marketable securities

Commercial paper 27,620 — ( 7 ) 27,613

Agency bonds 35,308 28 ( 1 ) 35,335

Government securities 6,882 — — 6,882

Total $ 127,626 $ — $ ( 21 ) $ 127,605

4 unchanged sentences

Commercial paper 10,565 — ( 3 ) 10,562

Agency bonds 10,940 2 — 10,942

Government securities

2,618 — — 2,618

Short-term marketable securities

Agency bonds 5,929 1 — 5,930

Commercial paper 17,792 7 — 17,799

Government securities 25,232 12 — 25,244

Total $ 71,297 $ 19 $ ( 3 ) $ 71,313

As of September 30, 2024 and December 31, 2023, we had 16 and 20 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate.

We did not record any credit losses regarding our available for sale debt securities during the nine months ended September 30, 2024 or the year ended December 31, 2023.

As of March 31, 2025 and December 31, 2024, we had 43 and 11 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate.

We did not record any credit losses regarding our available for sale debt securities during the three months ended March 31, 2025 or the year ended December 31, 2024.

We do not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis.

We recognized interest income of $ 1.7 million and $ 2.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 6.0 million and $ 6.5 million for the nine months ended September 30, 2024 and 2023, respectively.

We recognized interest income of $ 1.4 million and $ 2.2 million for the three months ended March 31, 2025 and 2024, respectively .

Note 5 – Equity

2024 Equity Incentive Plan – On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted our 2024 Equity Incentive Plan (the “2024 Equity Plan”), which replaced our 2014 Equity Incentive Plan.

Subject to applicable laws, we are permitted to grant awards of stock options, restricted stock units, stock appreciation rights, performance units and performance shares to eligible employees, directors and consultants of ours and any parent, subsidiary or affiliate of ours under the 2024 Equity Plan.

We have reserved for issuance under the 2024 Equity Plan a number of shares equal to the sum of (i) 1,350,000 shares, plus (ii) up to an additional 300,000 shares reserved for issuance under the 2014 Equity Incentive Plan that (A) were reserved but not issued or (B) are subject to equity awards that later expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest.

The 2024 Equity Plan does not include an evergreen provision to automatically increase the number of shares available under the plan, and any increase in the number of shares authorized for issuance under the 2024 Equity Plan requires stockholder approval.

Additionally, while shares subject to awards granted under our 2024 Equity Plan which expire or become unexercisable or are forfeited to or repurchased by us due to failure to vest will return to the 2024 Equity Plan share reserve, the following shares will not return to the share reserve for future issuance:

(i) shares used in connection

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations;

and (ii) the gross number of shares subject to stock appreciation rights that are exercised.

As of September 30, 2024, 0.1 million shares were issued pursuant to equity awards under the 2024 Equity Plan.

2021 Inducement Plan – On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 0.4 million shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”).

In March 2022 and September 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 0.5 million and 1.5 million shares of its common stock, respectively (as amended and restated, the “A&R 2021 Inducement Plan”).

The 2021 Inducement Plan and its amendments were approved by our Board of Directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to our stockholder-approved Amended and Restated 2014 Equity Incentive Plan.

As of September 30, 2024, 2.0 million shares were issued under the A&R 2021 Inducement Plan.

Stock Repurchase Programs – We had no stock repurchase activity during the three and nine months ended September 30, 2024 or 2023 except for the repurchase of shares to satisfy employee tax withholding obligations.

As of September 30, 2024 and 2023, we had a total o f 13.2 million and 12.7 million shares, respectively, held in treasury.

As of September 30, 2024 and 2023, we had 2.5 million and 2.0 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs.

Stock Repurchase Programs – We had no stock repurchase activity during the three months ended March 31, 2025 or 2024 except for the repurchase of shares to satisfy employee tax withholding obligations.

As of March 31, 2025 and 2024, we had a total o f 13.5 million and 13.0 million shares, respectively, held in treasury.

As of March 31, 2025 and 2024, we had 2.8 million and 2.3 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs.

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade.

Such repurchased shares are held in treasury and are presented using the cost method.

Stock-Based Compensation Expense – Our stock-based compensation expense is summarized as follows by award types for the periods presented below (in thousands):

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation Expense – Our stock-based compensation expense is summarized by award types for the periods presented below (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Restricted stock units

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Related tax benefit recognized $ 910 $ 1,312

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes stock-based compensation expense by operating function for the periods presented below (in thousands):

The following table summarizes stock-based compensation expense by operating function for the periods presented (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Marketing and advertising $ 497 $ 644

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The Series A Preferred Stock ranks senior to all other equity securities of the Company with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Dividends – Dividends initially accrued on the Series A Preferred Stock daily at 8 % per annum on the stated value of $ 100 per share (the “Stated Value”), and were payable in kind (“PIK”) beginning on June 30, 2021 through the second anniversary of the Closing Date.

Subsequent to the second anniversary of the Closing Date, dividends continue to accrue at 8 % per annum, with 6 % PIK and 2 % payable in cash in arrears beginning on June 30, 2023.

Dividends compound semiannually and are PIK and payable in cash in arrears, as applicable, on June 30 and December 31 of each year (each a “Dividend Payment Date”).

PIK dividends are cumulative and are added to the Accrued Value.

“Accrued Value” means, as of any date, with respect to any share of Series A Preferred Stock, the sum of the Stated Value per share plus, on each Dividend Payment Date, on a cumulative basis, all PIK dividends that have accrued on such share but that have not previously been added to the Accrued Value.

During the second quarter of 2024 we made a cash dividend payment of $ 2.7 million, and as of September 30, 2024 we have accrued $ 1.4 million for cash dividends.

T he Series A Preferred Stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock.

Conversion Rights – The Series A Preferred Stock is convertible at any time into common stock at a conversion rate equal to (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the conversion price as of the applicable conversion date (the “Conversion Price”).

As of September 30, 2024, the Conversion Price is equal to $ 79.5861 per share.

This Conversion Price is subject to further adjustment and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock is subject to certain limitations, each as set forth in the Certificate of Designations of Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”).

Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A Preferred Stock will have the right to cause the Company to redeem all or any portion of the Series A

Voting Rights – The Series A Preferred Stock votes together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock in accordance with the Certificate of Designations of Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”).

Dividends – The Series A Preferred Stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock.

From April 30, 2021 through June 30, 2023, dividends accrued at 8 % per annum on the stated value of $ 100 per share, payable in kind (“PIK”).

Subsequent to June 30, 2023, dividends accrue at 8 % per annum, with 6 % PIK and 2 % payable in cash in arrears.

Dividends compound semiannually and are PIK

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Preferred Stock in cash at an amount equal to the greater of (i) 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A Preferred Stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”).

Redemption Call Right – At any time on or after the sixth anniversary of the Closing Date, the Company will have the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A Preferred Stock upon at least 30 days prior written notice at an amount equal to the Redemption Price.

Board Nomination Rights – H.I.G.

is entitled to nominate one individual for election to our Board of Directors so long as it continues to own at least 30 % of the common stock issuable or issued upon conversion of the Series A Preferred Stock originally issued to it in the private placement.

Under certain circumstances, H.I.G.

also has the right to nominate an additional individual to our Board of Directors if we fail to maintain certain levels of commissions receivable or liquidity as further discussed below.

Voting Rights – The Series A Preferred Stock will vote together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock (subject to certain voting limitations set forth in, and the terms and conditions of, the Certificate of Designations).

Each holder of Series A Preferred Stock shall be entitled to the number of votes, rounded down to the nearest whole number, equal to the product of (i) the aggregate Accrued Value of the issued and outstanding shares of Series A Preferred Stock divided by $ 69.684 , which is the “Minimum Price” computed in accordance with the Certificate of Designations (as further described below), multiplied by (ii) a fraction, the numerator of which is the number of shares of Series A Preferred Stock held by such holder and the denominator of which is the aggregate number of issued and outstanding shares of Series A Preferred Stock.

“Minimum Price” means the lower of:

(i) the Nasdaq Official Closing Price per share of common stock on the Closing Date;

or (ii) the average Nasdaq Official Closing Price per share of common stock for the five trading days immediately prior to the Closing Date.

Holders of Series A Preferred Stock will have one vote per share on any matter on which the holders of the Series A Preferred Stock are entitled to vote separately as a class (subject to certain voting limitations set forth in the Certificate of Designations).

Mandatory Conversion of the Series A Preferred Stock by the Company – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A Preferred Stock into common stock at a conversion rate with respect to each share of Series A Preferred Stock of (i) the Accrued Value plus accrued PIK dividends that have not yet been added to the Accrued Value, (ii) divided by the then applicable Conversion Price.

and payable in cash in arrears, as applicable, on June 30 and December 31 of each year.

PIK dividends are cumulative and are added to the Accrued Value, as defined in the H.I.G.

Investment Agreement.

As of March 31, 2025 we have accrued $ 1.4 million for cash dividends.

Board Nomination Rights – As of March 31, 2025, H.I.G.

has designated one member and one board observer to the Company’s Board of Directors.

Conversion Rights – The Series A Preferred Stock is convertible at any time into common stock at a conversion rate (the “Conversion Price”) and is subject to further adjustment and the number of shares of common stock issuable upon conversion is subject to certain limitations, each as set forth in the H.I.G Investment Agreement.

As of March 31, 2025, the Conversion Price was equal to $ 79.5861 per share.

Mandatory Conversion of the Series A Preferred Stock by the Company – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A Preferred Stock into common stock at a conversion rate in accordance with the Certificate of Designations.

Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A Preferred Stock have the right to cause the Company to redeem all or any portion of the Series A Preferred Stock in cash at an amount equal to the greater of (i) 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A Preferred Stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”).

Redemption Call Right – At any time on or after the sixth anniversary of the Closing Date, the Company has the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A Preferred Stock upon at least 30 days prior written notice at an amount equal to the Redemption Price.

Covenants and Liquidity Requirements – As long as H.I.G.

continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, the consent of H.I.G.

will be required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the H.I.G.

is required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the H.I.G.

Investment Agreement.

In addition, the Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G.

Investment Agreement) of at least 2.0 x (the “Minimum Asset Coverage Ratio”), which increased to 2.5 x in August of 2023.

The first measurement date of the 2.5 x Minimum Asset Coverage Ratio was September 30, 2023.

The Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G.

Investment Agreement), which was 2.5 x from August 2023 onwards.

Additionally, the H.I.G.

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Investment Agreement, for as long as H.I.G.

continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to the Company’s Board of Directors, the right to approve the Company’s annual budget, the right to approve hiring or

As of September 30, 2023, we failed to maintain the Minimum Asset Coverage Ratio, which entitles H.I.G.

to the additional rights set forth above.

On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer designated by H.I.G.

As of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount.

The non-compliance with the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount does not entitle H.I.G.

to accelerate the redemption of the Series A Preferred Stock.

As of March 31, 2025, the estimated Series A Preferred Stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

termination of certain key executives and the right to approve the incurrence of certain indebtedness.

As of September 30, 2023, we failed to maintain the Minimum Asset Coverage Ratio, which entitles H.I.G to the additional rights set forth above.

On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer designated by H.I.G.

As of September 30, 2024, we were in compliance with the Minimum Liquidity Amount.

As of September 30, 2024, the estimated Series A Preferred Stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value, which is significantly in excess of the fair value of the common stock into which the Series A Preferred Stock is convertible as of September 30, 2024.

Accrued Value, which is significantly in excess of the fair value of the common stock into which the Series A Preferred Stock is convertible as of March 31, 2025.

We have elected to apply the accretion method to adjust the carrying value of the Series A Preferred Stock to its redemption value at the earliest date of redemption, April 30, 2027.

Amounts recognized to accrete the Series A Preferred Stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings.

Amounts recognized to accrete the Series A Preferred Stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings, to the extent available, and if not, are recorded as a reduction to additional-paid-in-capital.

The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.6 million shares of common stock as of September 30, 2024.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.7 million shares of common stock as of March 31, 2025.

The following table summarizes the proceeds and changes to our Series A Preferred Stock (in thousands):

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Change in preferred stock redemption value 6,141

Balance as of September 30, 2024

Balance as of March 31, 2025

Note 7 – Net Loss Per Share Attributable to Common Stockholders

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net loss attributable to common stockholders

5 unchanged sentences

$ ( 0.33 ) $ ( 0.96 )

For each of the three and nine months ended September 30, 2024 and 2023, we had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.

For each of the three months ended March 31, 2025 and 2024, we had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.

The number of weighted-average outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Convertible preferred stock 3,680 3,469

Restricted stock units

2,902 2,734 2,051 2,448

Performance-based stock units 440 97

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our future minimum payments under non-cancellable contractual service and licensing obligations as of September 30, 2024 were as follows (in thousands):

Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2025 were as follows (in thousands):

Year ending December 31,

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We provide comprehensive major medical benefits to our employees.

Effective January 1, 2023, we began maintaining a substantial portion of our U.S.

employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the current maximum claim liability as of September 30, 2024 of $ 22.5 million.

We maintain a substantial portion of our U.S.

employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the maximum claim liability as of March 31, 2025 of $ 26.0 million.

As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported.

As of September 30, 2024 and December 31, 2023, we had a self-insurance liability balance of $ 2.0 million and $ 2.5 million, respectively, in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, we had a self-insurance liability balance of $ 2.1 million in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

Contingencies

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An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail, and we may from time to time enter into settlements to resolve such litigation.

As of March 31, 2025, we have not recorded any material litigation-related accruals for loss contingencies associated with legal proceedings or matters or have determined that an unfavorable outcome is reasonably possible or estimable.

Legal proceedings or other contingencies may be material to our results of operations, financial condition or cash flows, even if we ultimately prevail, and we may from time to time enter into settlements to resolve such litigation.

Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred.

There were no material litigation-related accruals recorded during the three and nine months ended September 30, 2024 or 2023.

Legal Proceedings

On May 1, 2025, we became aware that a qui tam action filed against eHealth, Inc.

and its subsidiary, eHealthInsurance Services, Inc.

was unsealed by order of the United States District Court for the District of Massachusetts entered on or about May 1, 2025.

The qui tam action, United States ex rel.

Andrew Shea v.

eHealth, Inc.

et al , which was originally filed under seal on November 2, 2021, was brought by a former eHealth marketing representative on behalf of the United States under the Federal False Claims Act.

The complaint alleges that we and eHealthInsurance Services, Inc., CVS Health Corporation, Aetna Life Insurance Company, Aetna, Inc., Humana Inc., Elevance Health, Inc., GoHealth, Inc., and SelectQuote, Inc.

violated the Federal False Claims Act in connection with the defendants’ enrollment and marketing activities.

The complaint seeks, among other things, treble damages, civil penalties and costs.

On January 13, 2025, the United States filed notice of its election to intervene in part in the qui tam action.

In this notice, which was also unsealed pursuant to the Court’s order entered

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

on or about May 1, 2025, the United States indicated that it determined to intervene in the action with respect to certain defendants named in the original complaint, including us.

We dispute the allegations and plan to vigorously defend ourselves.

Note 9 – Segment and Geographic Information

Operating Segments

We report segment information based on how our chief executive officer, who is our CODM, regularly reviews our operating results, allocates resources and makes decisions regarding our business operations.

We evaluate our business performance and manage our operations as two distinct operating segments:

Medicare, and Employer and Individual.

The performance measures of our segments include revenue and segment profit (loss).

Please refer to Note 1 – Summary of Business and Significant Accounting Policies in our Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report on Form 10-K for the year ended December 31, 2023 for our accounting policies relating to operating segments.

Additionally, as indicated in Note 1 of this report, our results below reflect our updated methodology used in allocating certain expenses beginning in the first quarter of

Reportable Segments

Our operating and reportable segments have been determined in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting .

Our business structure is comprised of two reportable operating segments:

(i) Medicare, and (ii) Employer and Individual (“E&I”).

Our Medicare segment includes operating segments that have been aggregated based on the nature of products and services, types or class of customers, methods used to distribute the products and services, the nature of the regulatory environment and similarity of economic characteristics.

The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans.

Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers.

The Medicare segment also consists of amounts earned in connection with our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities.

The Medicare segment also generates revenue from our fee-based business process outsourcing services (“BPO”) where we are not the broker of record and cash is collected in advance or in close proximity to when revenue is recognized.

The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including qualified and non-qualified plans, small business health insurance plans, and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance.

To a lesser extent, the E&I segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.

We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations in the annual budget and forecasting process along with evaluation of actual performance.

Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments.

These performance measures include total segment revenue and segment gross profit (loss).

Prior to the fourth quarter of 2024, we reported our measure of segment profitability as segment profit (loss).

Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.

Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment CC&E expenses and cost of revenue for the applicable segment.

Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.

Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

fiscal 2024, and results from the prior period presented have been recast to conform with the current period presentation.

The results of our operating segments are summarized for the periods presented below (in thousands):

The results of our reportable segments are summarized for the periods presented below (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

Total revenue

$ 103,669 $ 82,388

Medicare $ 53,221 $ 55,523 $ 194,857 $ 172,787

Variable marketing and advertising

( 33,753 ) ( 30,248 )

Medicare CC&E ( 34,469 ) ( 29,949 )

Cost of revenue

Medicare segment gross profit

$ 35,747 $ 22,048

Three Months Ended

Employer and Individual:

Total revenue

Segment profit (loss):

Medicare $ ( 17,933 ) $ ( 15,331 ) $ ( 8,350 ) $ ( 17,979 )

Employer and Individual ( 799 ) 4,810 4,743 19,372

Segment profit (loss) ( 18,732 ) ( 10,521 ) ( 3,607 ) 1,393

Corporate ( 16,100 ) ( 17,576 ) ( 48,417 ) ( 56,953 )

Stock-based compensation expense ( 4,479 ) ( 6,554 ) ( 15,125 ) ( 17,741 )

Depreciation and amortization ( 3,827 ) ( 4,745 ) ( 12,511 ) ( 15,141 )

$ 9,450 $ 10,576

Variable marketing and advertising

( 1,190 ) ( 776 )

E&I CC&E ( 2,180 ) ( 2,277 )

Cost of revenue

( 92 ) ( 118 )

E&I segment gross profit

$ 5,988 $ 7,405

Three Months Ended

Consolidated:

Total revenue

$ 113,119 $ 92,964

Variable marketing and advertising

( 34,943 ) ( 31,024 )

( 36,649 ) ( 32,226 )

Cost of revenue

Total segment gross profit

$ 41,735 $ 29,453

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of our segment gross profit to the Condensed Consolidated Statements of Comprehensive Income (Loss) for the periods presented is as follows (in thousands):

Three Months Ended

Total segment gross profit

$ 41,735 $ 29,453

Other marketing and advertising (1)

( 6,454 ) ( 7,452 )

Other CC&E (2)

( 572 ) ( 675 )

Technology and content ( 12,601 ) ( 13,305 )

General and administrative ( 17,310 ) ( 19,619 )

Impairment, restructuring and other charges — ( 6,313 )

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Other income, net 1,576 2,391

Loss before income taxes $ ( 44,359 ) $ ( 39,534 ) $ ( 91,161 ) $ ( 89,064 )

Income (loss) before income taxes $ 3,726 $ ( 18,329 )

(1) Other marketing and advertising costs consist of fixed marketing and advertising, previously capitalized labor, depreciation and share-based compensation costs.

(2) Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs.

There were no inter-segment revenue transactions for the periods presented.

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Long-lived assets by geographical area are summarized as follows (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

United States $ 25,425 $ 26,033

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Significant Customers

Substantially all revenue for the three and nine months ended September 30, 2024 and 2023 was generated from customers located in the United States.

Substantially all revenue for the three months ended March 31, 2025 and 2024 was generated from customers located in the United States.

Carriers representing 10% or more of our total revenue are summarized as follows.

The majority of the revenue was from the Medicare segment.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Humana 24 % 26 %

17 % 8 % 20 % 7 %

UnitedHealthcare (1)

19 % 22 % 17 % 22 %

(1) Percentages include the carriers’ subsidiaries.

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The subleases run through the remaining term of the primary leases.

As of September 30, 2024, we expect to generate a total of $ 12.9 million in future sublease income through January 31, 2030.

Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Loss.

We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of Accounting Standards Codification 360, Property, Plant and Equipment.

As part of our fiscal 2024 cost savings initiatives, we reassessed our occupied leased office space to identify excess space to vacate and potentially sublease.

We also reassessed current market conditions in our previously vacated leased office spaces that have not yet been subleased.

As a result, we determined impairment indicators were present and we performed impairment testing of our right-of-use assets.

We utilized an income approach to value the asset groups by performing a discounted cash flow analysis and determined that the net carrying values exceeded the estimated discounted future cash flows expected to be derived from the properties based on Level 3 inputs, including current sublease market rent, future sublease market conditions and the discount rate.

This resulted in $ 7.4 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment, which was reflected in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2024.

There were no impairment charges related to our operating lease right-of-use assets and property, plant and equipment for the three months ended September 30, 2024.

As of March 31, 2025, we expect to generate a total of $ 11.5 million in future sublease income through January 31, 2030.

Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Income (Loss).

We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of ASC 360, Property, Plant and Equipment .

In 2024, as part of our continued cost savings initiatives, we reassessed our occupied leased office space to identify excess space to vacate and potentially sublease.

We also reassessed current market conditions in our previously vacated leased office spaces that had not yet been subleased.

As a result, we determined impairment indicators were present at that time and we performed impairment testing of our right-of-use assets, including leasehold improvements.

We utilized an income approach to value the asset groups by performing a discounted cash flow analysis and determined that for certain leases the net carrying values exceeded the estimated discounted future cash flows expected to be derived from the properties based on Level 3 inputs, including current sublease market rent, future sublease market conditions and the discount rate.

We recorded $ 5.5 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment, which was reflected in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024.

We recorded no impairment charges related to our operating lease right-of-use assets and the corresponding property, plant and equipment for the three months ended March 31, 2025.

See Note 11 – Impairment, Restructuring and Other Charges for further discussion about our asset impairment charges.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The components of operating lease costs for the three and nine months ended September 30, 2024 and 2023 were as follows (in thousands):

The components of operating lease costs for the three months ended March 31, 2025 and 2024 were as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Operating lease expense $ 1,218 $ 1,737

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Total operating lease cost $ 529 $ 1,161

Supplemental information related to our leases are as follows (dollars in thousands):

Nine Months Ended

September 30,

Supplemental information related to our leases is as follows (dollars in thousands):

Three Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities $ 2,285 $ 2,231

Non-cash investing activities relating to operating lease right-of-use assets $ — $ 1,285

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Weighted-average remaining lease term (in years) of operating leases 3.7 4.6

Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.7 % 5.7 %

As of September 30, 2024, maturities of our operating lease liabilities are as follows (in thousands):

As of March 31, 2025, maturities of our operating lease liabilities are as follows (in thousands):

Year ending December 31,

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Asset impairment charges $ — $ 5,492

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Impairment, restructuring and other charges $ — $ 6,313

Asset Impairment

We did not incur any asset impairment charges for the three months ended September 30, 2024.

For the nine months ended September 30, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 7.4 million , related to several of our leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

These charges were comprised of $ 6.9 million of operating lease right-of-use asset impairments and $ 0.5 million of property and equipment impairment for the nine months ended September 30, 2024.

Asset Impairments

We did not incur any asset impairment charges for the three months ended March 31, 2025.

For the three months ended March 31, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 5.5 million , related to several of our leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

These charges were comprised of $ 5.1 million of operating lease right-of-use asset impairments and $ 0.4 million of property and equipment impairment for the three months ended March 31, 2024.

Refer to Note 10 – Leases for additional information related to our lease impairment charges.

Restructuring

Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs.

The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands):

Balance at December 31, 2023 $ —

Restructuring and reorganization charges 1,996

Payments ( 1,986 )

Balance at September 30, 2024 $ 10

During the three and nine months ended September 30, 2024, we recognized $ 0.1 million and $ 2.0 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, primarily related to employee termination benefits as a result of our cost-reduction efforts.

Substantially all of the restructuring charges are expected to be settled in cash and no equity awards were modified.

As of September 30, 2024, we had an immaterial restructuring accrual on our Condensed Consolidated Balance Sheet.

We did no t incur any restructuring or reorganization charges for the three months ended March 31, 2025 and as of March 31, 2025, we had no restructuring accrual on our Condensed Consolidated Balance Sheet.

For the three months ended March 31, 2024, we recognized $ 0.8 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Income (Loss), primarily related to employee termination benefits as a result of our cost-reduction efforts.

All of the restructuring charges were settled in cash and no equity awards were modified.

Note 12 – Debt

On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement”).

On August 16, 2022, we entered into an amendment (the “First Amendment”) to the Original Credit Agreement (as amended by the First Amendment, the “Credit Agreement”).

The First Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the First Amendment) as a reference rate for loans under the Credit Agreement.

The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes, to refinance our credit

On February 28, 2022, we entered into a term loan credit agreement, which provides for a $ 70.0 million secured term loan credit facility, with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement”).

On August 16, 2022, we entered into a first amendment (the “First Amendment”) to the Original Credit Agreement (as amended by the First Amendment, the “First Amended Credit Agreement”).

On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the First Amendment and the Second Amendment, the “Credit Agreement”), which, among other things, (i) extends the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removes the "exit fee" contemplated by the Credit Agreement and replaces it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduces the margin applicable to SOFR loans and the margin applicable to base rate loans.

The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes and to pay fees and expenses in connection with the entry into the Credit Agreement.

In accordance with ASC 470-50, Debt Modification and Extinguishments, the Second Amendment was accounted for as a debt modification.

The $ 1.1 million extension fee paid to the lenders of the Credit Agreement during the quarter ended December 31, 2024 has been recorded as a direct deduction from the face amount of the

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

agreement with Royal Bank of Canada (“RBC”) and to pay fees and expenses in connection with the entry into the Credit Agreement.

The Credit Agreement provides for a $ 70.0 million secured term loan credit facility.

We incurred closing costs totaling $ 5.1 million, which were recorded as a direct deduction from the face amount of the loan on our Condensed Consolidated Balance Sheets.

Total amortization of closing costs, or debt issuance costs, was $ 0.5 million and $ 1.4 million for the three and nine months ended September 30, 2024, respectively, and $ 0.4 million and $ 1.2 million for the three and nine months ended September 30, 2023, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

There were $ 0.8 million of unamortized issuance costs as of September 30, 2024.

Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee is amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

Additionally, we paid $ 1.3 million during the quarter ended December 31, 2024 in third-party costs as part of the Second Amendment.

Total amortization of closing costs, or debt issuance costs, was $ 0.3 million for the three months ended March 31, 2025, and $ 0.4 million for the three months ended March 31, 2024, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

There were $ 1.2 million of unamortized issuance costs as of March 31, 2025.

The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds.

The carrying value of the loan was $ 69.2 million as of September 30, 2024.

The Original Credit Agreement bore interest, at our option, at either a rate based on the LIBOR for the applicable interest period or a base rate, in each case plus a margin.

The base rate was the highest of the prime rate, the federal funds rates plus 0.50 % and one month adjusted LIBOR plus 1.00 %.

The margin was 7.50 % for LIBOR loans and 6.50 % for base rate loans.

After the First Amendment, the loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin.

The carrying value of the loan was $ 68.8 million as of March 31, 2025.

The loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin.

The base rate is the highest of the prime rate, the federal funds rate plus 0.50 % and three-month Adjusted Term SOFR plus 1.00 %.

The margin is 7.50 % for Adjusted Term SOFR loans and 6.50 % for base rate loans.

As of September 30, 2024, the interest rate was 12.82 %.

For the three and nine months ended September 30, 2024 we incurred interest expense of $ 2.3 million and $ 6.9 million, respectively.

For the three and nine months ended September 30, 2023 we incurred interest expense of $ 2.4 million and $ 6.8 million , respectively.

The Second Amendment reduced the margin from 7.50 % to 7.00 % for Adjusted Term SOFR loans and from 6.50 % to 6.00 % for base rate loans.

As of March 31, 2025, the interest rate was 11.57 %.

For the three months ended March 31, 2025 and 2024 we incurred interest expense of $ 2.0 million and $ 2.3 million , respectively.

Furthermore, as part of the Credit Agreement, we incur a $ 0.3 million fee per annum, payable annually.

The outstanding obligations under the Credit Agreement are payable in full on the maturity date.

The Credit Agreement matures in February 2026.

We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being prepaid, plus, solely in the case of loans prepaid on or prior to March 1, 2025, an additional “make-whole” amount.

Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion.

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The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50 % of our total contract assets - commissions receivable (i.e., both current and non-current commissions receivable).

As of September 30, 2024, we were in compliance with our loan covenants.

On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the Credit Agreement.

The Second Amendment amends the Credit Agreement to, among other things, (i) extend the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) remove the "exit fee" contemplated by the Credit Agreement and replace it with an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being prepaid, plus, solely in the case of loans prepaid on or prior to March 1, 2025, an additional “make-whole” amount, and (iii) reduce the margin applicable to SOFR loans from 7.50 % to 7.00 % and the margin applicable to base rate loans from 6.50 % to 6.00 %.

Pursuant to the Second Amendment, we paid to the lenders under the Credit Agreement an extension fee in an amount equal to 1.50 % of the $ 70.0 million aggregate principal amount of loans outstanding thereunder.

All other material terms remain the same.

As a result of the Second Amendment, we have reclassified the carrying value of our short term debt to long term debt on the Condensed Consolidated Balance Sheet as of September 30, 2024, in accordance with ASC 470.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025, we were in compliance with our loan covenants.

Note 13 – Income Taxes

The following table summarizes our benefit from income taxes and our effective tax rates for the periods presented below (in thousands, except effective tax rate):

The following table summarizes our provision for (benefit from) income taxes and our effective tax rates for the periods presented (in thousands, except effective tax rate):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Loss before income taxes $ ( 44,359 ) $ ( 39,534 ) $ ( 91,161 ) $ ( 89,064 )

Benefit from income taxes ( 1,886 ) ( 2,509 ) ( 3,736 ) ( 8,660 )

Income (loss) before income taxes $ 3,726 $ ( 18,329 )

Provision for (benefit from) income taxes 1,776 ( 1,345 )

Effective tax rate 47.7 % 7.3 %

For the three and nine months ended September 30, 2024 and September 30, 2023, we calculated our provision for income taxes by applying the actual effective tax rate, which reflects the actual taxes attributable to year-to-date losses, as allowed by ASC 740-270 “Income Taxes, Interim Reporting.” We determined that since minor changes in estimated income or loss for fiscal 2024 and 2023 would result in significant changes in the estimated annual effective tax rate, the actual effective tax rate method would provide a more reliable estimate for the three and nine months ended September 30, 2024 and September 30, 2023.

For the three and nine months ended September 30, 2024, we recognized a benefit from income taxes of $ 1.9 million and $ 3.7 million, respectively, representing an effective tax rate of 4.3 % and 4.1 %, respectively, which was lower than the statutory federal tax rate primarily due to changes in our valuation allowance on certain U.S.

deferred tax assets, stock-based compensation adjustments and non-deductible lobbying expenses partially offset by research and development credits and state taxes.

For the three and nine months ended September 30, 2023, we recognized a benefit from income taxes of $ 2.5 million and $ 8.7 million, respectively, representing an effective tax rate of 6.3 % and 9.7 %, respectively, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments, non-deductible lobbying expenses and changes in our valuation allowance, partially offset by research and development credits and state taxes.

For the three months ended March 31, 2025 and 2024 we calculated our provision for (benefit from) income taxes by applying an estimate of the annual effective tax rate to income (loss) before income taxes for the reporting period.

For the three months ended March 31, 2025, we recorded a provision for income taxes of $ 1.8 million, representing an effective tax rate of 47.7 %, which was higher than the statutory federal tax rate primarily due to

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

state taxes, nondeductible stock-based compensation, lobbying expenses and prior year discrete adjustments, partially offset by research and development credits.

For the three months ended March 31, 2024, we recognized a benefit from income taxes of $ 1.3 million, representing an effective tax rate of 7.3 %, which was lower than the statutory federal tax rate primarily due to stock-based compensation adjustments, non-deductible lobbying expenses and an increase in global intangible low-taxed income, partially offset by research and development credits and state taxes.

Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible.

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As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

We continue to recognize our deferred tax assets as of September 30, 2024, as we believe it is more likely than not that such deferred tax assets will be realized, with the exception of certain net operating losses and credits for which there is increased uncertainty regarding our future taxable income and a lack of other sources of taxable income, which have a valuation allowance.

We continue to recognize our deferred tax assets as of March 31, 2025, as we believe it is more likely than not that such deferred tax assets will be realized, with the exception of certain net operating losses and credits for which there is increased uncertainty regarding our future taxable income and a lack of other sources of taxable income, which have a valuation allowance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements