eHealth, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS EHEALTH, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, unaudited) March 31, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 121,092 $ 39,197 Short-term marketable securities 34,495 43,043 Accounts receivable 3,387 16,807 Contract assets – commissions receivable – current 197,493 242,467 Prepaid expenses and other current assets 12,974 12,961 Total current assets 369,441 354,475 Contract assets – commissions receivable – non-current 725,764 757,523 Property and equipment, net 4,123 4,437 Operating lease right-of-use assets 11,265 12,081 Restricted cash 3,090 3,090 Other assets 23,479 23,819 Total assets $ 1,137,162 $ 1,155,425 Liabilities, convertible preferred stock and stockholders’ equity Current liabilities: Accounts payable $ 7,349 $ 23,448 Accrued compensation and benefits 44,974 43,888 Accrued marketing expenses 9,071 16,612 Short term debt 68,765 — Lease liabilities – current 7,841 7,732 Other current liabilities 5,354 4,331 Total current liabilities 143,354 96,011 Long-term debt — 68,458 Deferred income taxes – non-current 40,400 38,870 Lease liabilities – non-current 18,739 20,731 Other non-current liabilities 5,061 5,418 Total liabilities 207,554 229,488 Commitments and contingencies (Note 8) Convertible preferred stock 347,985 337,509 Stockholders’ equity: Common stock 43 43 Additional paid-in capital 776,569 773,371 Treasury stock, at cost ( 199,998 ) ( 199,998 ) Retained earnings 5,274 15,246 Accumulated other comprehensive loss ( 265 ) ( 234 ) Total stockholders’ equity 581,623 588,428 Total liabilities, convertible preferred stock and stockholders’ equity $ 1,137,162 $ 1,155,425 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands, except per share amounts, unaudited) Three Months Ended March 31, 2025 2024 Revenue: Commission $ 98,946 $ 80,927 Other 14,173 12,037 Total revenue 113,119 92,964 Operating costs and expenses: Marketing and advertising 41,189 38,737 Customer care and enrollment 37,221 32,901 Technology and content 12,601 13,305 General and administrative 17,310 19,619 Impairment, restructuring and other charges — 6,313 Total operating costs and expenses 108,321 110,875 Income (loss) from operations 4,798 ( 17,911 ) Interest expense ( 2,648 ) ( 2,809 ) Other income, net 1,576 2,391 Income (loss) before income taxes 3,726 ( 18,329 ) Provision for (benefit from) income taxes 1,776 ( 1,345 ) Net income (loss) 1,950 ( 16,984 ) Preferred stock dividends ( 5,781 ) ( 5,480 ) Change in preferred stock redemption value ( 6,141 ) ( 5,247 ) Net loss attributable to common stockholders $ ( 9,972 ) $ ( 27,711 ) Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.33 ) $ ( 0.96 ) Weighted-average number of shares used in per share amounts: Basic and diluted 29,997 28,912 Comprehensive income (loss): Net income (loss) $ 1,950 $ ( 16,984 ) Unrealized loss on available for sale debt securities, net of tax ( 37 ) ( 23 ) Foreign currency translation adjustments 6 45 Comprehensive income (loss) $ 1,919 $ ( 16,962 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, unaudited) Three Months Ended March 31, 2025 Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2024 43,225 $ 43 $ 773,371 13,379 $ ( 199,998 ) $ 15,246 $ ( 234 ) $ 588,428 Issuance of common stock in connection with equity incentive plans 252 — — — — — — Repurchase of shares to satisfy employee tax withholding obligations — — ( 699 ) 75 — — — ( 699 ) Dividends and accretion related to convertible preferred stock — — — — — ( 11,922 ) — ( 11,922 ) Stock-based compensation — — 3,897 — — — 3,897 Other comprehensive loss, net of tax — — — — — — ( 31 ) ( 31 ) Net income — — — — — 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 Loss Total Stockholders’ Equity Shares Amount Shares Amount Balance as of December 31, 2023 41,457 $ 41 $ 798,786 12,828 $ ( 199,998 ) $ 7,284 $ ( 82 ) $ 606,031 Issuance of common stock in connection with equity incentive plans 545 1 — — — — — 1 Repurchase of shares to satisfy employee tax withholding obligations — — ( 1,256 ) 172 — — — ( 1,256 ) Dividends and accretion related to convertible preferred stock — — — — — ( 10,727 ) — ( 10,727 ) Stock-based compensation — — 5,718 — — — — 5,718 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents EHEALTH, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Three Months Ended March 31, 2025 2024 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 Amortization of internally developed software 3,463 3,873 Stock-based compensation expense 3,789 5,540 Deferred income taxes 1,529 ( 1,382 ) Impairment charges — 5,492 Other non-cash items ( 306 ) ( 75 ) Changes in operating assets and liabilities: Accounts receivable 13,421 2,586 Contract assets – commissions receivable 77,048 73,095 Prepaid expenses and other assets ( 978 ) 460 Accounts payable ( 16,034 ) ( 937 ) Accrued compensation and benefits 1,087 132 Accrued marketing expenses ( 7,541 ) ( 10,936 ) Deferred revenue ( 332 ) 8,080 Accrued expenses and other liabilities ( 446 ) 1,284 Net cash provided by operating activities 77,121 70,761 Investing activities: Capitalized internal-use software and website development costs ( 3,118 ) ( 2,286 ) Purchases of property and equipment and other assets ( 308 ) ( 204 ) Purchases of marketable securities ( 27,362 ) ( 13,797 ) Proceeds from redemption and maturities of marketable securities 36,260 6,000 Net cash provided by (used in) investing activities 5,472 ( 10,287 ) Financing activities: Repurchase of shares to satisfy employee tax withholding obligations ( 699 ) ( 1,255 ) Principal payments in connection with leases — ( 4 ) 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 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 Cash, cash equivalents and restricted cash at end of period $ 124,182 $ 178,076 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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 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 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 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. The accompanying financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. The condensed consolidated financial statements include the accounts of eHealth, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations. 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, 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. 6 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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, 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 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 three months ended March 31, 2025. Recently Issued Accounting Pronouncements Not Yet Adopted 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 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 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. 7 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 2 – Revenue Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands): Three Months Ended March 31, 2025 2024 Medicare Medicare Advantage $ 74,986 $ 61,996 Medicare Supplement 8,604 5,478 Medicare Part D 2,443 2,685 Total Medicare 86,033 70,159 Individual and Family (1) Non-Qualified Health Plans 918 1,645 Qualified Health Plans 1,765 2,046 Total Individual and Family 2,683 3,691 Ancillary Short-term 370 388 Dental 2,234 877 Vision 769 689 Other 2,459 734 Total Ancillary 5,832 2,688 Small Business 3,434 3,616 Commission Bonus and Other 964 773 Total Commission Revenue 98,946 80,927 Other Revenue Sponsorship and Advertising Revenue 8,139 10,189 Fee-based and Other Revenue 6,034 1,848 Total Other Revenue 14,173 12,037 Total Revenue $ 113,119 $ 92,964 _____________ (1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans. 8 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Commission revenue by segment is presented in the table below (in thousands): Three Months Ended March 31, 2025 2024 Medicare Commission revenue from members approved during the period $ 81,754 $ 69,752 Net commission revenue from members approved in prior periods (1) 7,965 1,002 Total Medicare segment commission revenue $ 89,719 $ 70,754 Employer and Individual Commission revenue from members approved during the period $ 3,858 $ 5,677 Commission revenue from renewals of small business members during the period 2,850 3,028 Net commission revenue from members approved in prior periods (1) 2,519 1,468 Total Employer and Individual segment commission revenue $ 9,227 $ 10,173 Total commission revenue from members approved during the period $ 85,612 $ 75,429 Commission revenue from renewals of small business members during the period 2,850 3,028 Total net commission revenue from members approved in prior periods (1)(2) 10,484 2,470 Total commission revenue $ 98,946 $ 80,927 _____________ (1) These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period. 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 March 31, 2025 and 2024 was $ 0.26 and $ 0.06 per basic and diluted share, respectively. Note 3 – Supplemental Financial Statement Information Cash, Cash Equivalents and Restricted Cash We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. We also invest in marketable securities that are measured and recorded at fair value. See Note 4 – Fair Value Measurements for further discussion about our marketable securities. Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands): March 31, 2025 December 31, 2024 Cash $ 27,982 $ 10,927 Cash equivalents 93,110 28,270 Cash and cash equivalents 121,092 39,197 Restricted cash 3,090 3,090 Total cash, cash equivalents and restricted cash $ 124,182 $ 42,287 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. 9 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Contract Assets and Accounts Receivable We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions and reasonable and supportable forecasts. Specifically, for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies. Our estimated exposure at default is determined by applying these internal and external data sources to our commissions receivable balances. 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 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): March 31, 2025 December 31, 2024 Beginning balance $ 2,222 $ 2,118 Change in allowance ( 315 ) 104 Ending balance $ 1,907 $ 2,222 Our contract assets – commissions receivable activities, net of credit loss allowances, are summarized as follows (in thousands): Medicare Segment E&I Segment Total Beginning balance at December 31, 2024 $ 936,940 $ 63,050 $ 999,990 Commission revenue from members approved during the period 81,754 3,858 85,612 Commission revenue from renewals of small business members during the period — 2,850 2,850 Net commission revenue from members approved in prior periods 7,965 2,519 10,484 Cash receipts ( 168,715 ) ( 7,279 ) ( 175,994 ) Net change in credit loss allowance 293 22 315 Ending balance at March 31, 2025 $ 858,237 $ 65,020 $ 923,257 Credit Risk 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. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. 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. 10 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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: March 31, 2025 December 31, 2024 Humana 29 % 28 % UnitedHealthcare (1) 29 % 27 % Aetna (1) 17 % 17 % _____________ (1) Percentages include the carriers’ subsidiaries. Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands): 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 Prepaid insurance 957 1,296 Other current assets 1,355 1,320 Prepaid expenses and other current assets $ 12,974 $ 12,961 Note 4 – Fair Value Measurements We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. 11 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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): March 31, 2025 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 13,055 $ 13,055 $ — $ — $ 13,055 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 Government securities 6,882 — 6,882 — 6,882 Total assets measured at fair value $ 127,605 $ 13,055 $ 114,550 $ — $ 127,605 December 31, 2024 Carrying Value Level 1 Level 2 Level 3 Total Assets Cash equivalents Money market funds $ 15,090 $ 15,090 $ — $ — $ 15,090 Commercial paper 10,562 — 10,562 — 10,562 Government securities 2,618 — 2,618 — 2,618 Short-term marketable securities 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 We endeavor to utilize the best available information in measuring fair value. 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 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 March 31, 2025 As of December 31, 2024 Amortized Cost Fair Value Amortized Cost Fair Value Due in 1 year $ 127,626 $ 127,605 $ 71,297 $ 71,313 12 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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): March 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 13,055 $ — $ — $ 13,055 Commercial paper 76,675 — ( 14 ) 76,661 Government securities 3,394 — — 3,394 Short-term marketable securities Commercial paper 27,620 — ( 7 ) 27,613 Government securities 6,882 — — 6,882 Total $ 127,626 $ — $ ( 21 ) $ 127,605 December 31, 2024 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents Money market funds $ 15,090 $ — $ — $ 15,090 Commercial paper 10,565 — ( 3 ) 10,562 Government securities 2,618 — — 2,618 Short-term marketable securities Commercial paper 17,792 7 — 17,799 Government securities 25,232 12 — 25,244 Total $ 71,297 $ 19 $ ( 3 ) $ 71,313 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 $ 1.4 million and $ 2.2 million for the three months ended March 31, 2025 and 2024, respectively . Note 5 – Equity 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. 13 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Stock-Based Compensation Expense – Our stock-based compensation expense is summarized by award types for the periods presented below (in thousands): Three Months Ended March 31, 2025 2024 Restricted stock units $ 3,137 $ 4,636 Performance-based stock units 446 407 Common stock options 166 400 Employee stock purchase program 40 97 Total stock-based compensation expense $ 3,789 $ 5,540 Related tax benefit recognized $ 910 $ 1,312 The following table summarizes stock-based compensation expense by operating function for the periods presented (in thousands): Three Months Ended March 31, 2025 2024 Marketing and advertising $ 497 $ 644 Customer care and enrollment 264 524 Technology and content 688 974 General and administrative 2,340 3,398 Total stock-based compensation expense $ 3,789 $ 5,540 Amount capitalized for internal-use software 108 178 Total stock-based compensation $ 3,897 $ 5,718 Note 6 — Convertible Preferred Stock Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”), an investment vehicle of H.I.G. Capital (the “H.I.G. Investment Agreement”), we issued and sold to H.I.G., in a private placement, 2,250,000 shares of Series A convertible preferred stock (the “Series A Preferred Stock”), par value $ 0.001 per share, at an aggregate purchase price of $ 225.0 million on April 30, 2021 (the “Closing Date”). We received $ 214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $ 11.0 million. Our Series A Preferred Stock is considered temporary equity in our Condensed Consolidated Balance Sheets and we have determined there are no material embedded features that require recognition as a derivative asset or liability. 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. 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 14 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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. 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. 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. Investment Agreement requires the Company to maintain a Minimum Liquidity Amount (as defined in the H.I.G. Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million. Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or for the time period required by the H.I.G. 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 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 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 15 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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, 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 3.7 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): Gross proceeds $ 225,000 Less: issuance costs ( 10,975 ) Net proceeds $ 214,025 Balance as of December 31, 2024 $ 337,509 Accrued paid-in-kind dividends 4,335 Change in preferred stock redemption value 6,141 Balance as of March 31, 2025 $ 347,985 Note 7 – Net Loss Per Share Attributable to Common Stockholders Our Series A Preferred Stock is considered a participating security, which requires the use of the two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A Preferred Stock does not have a contractual obligation to share in losses. Basic net loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program. 16 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The following table sets forth the computation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share amounts): Three Months Ended March 31, 2025 2024 Numerator: Net loss attributable to common stockholders $ ( 9,972 ) $ ( 27,711 ) Denominator: Shares used in per share calculation – basic 29,997 28,912 Dilutive effect of common stock — — Shares used in per share calculation – diluted 29,997 28,912 Net loss attributable to common stockholders per share – basic and diluted $ ( 0.33 ) $ ( 0.96 ) 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 March 31, 2025 2024 Convertible preferred stock 3,680 3,469 Restricted stock units 1,303 2,204 Performance-based stock units 440 97 Common stock options 213 218 Employee stock purchase program 20 8 Total 5,656 5,996 Note 8 – Commitments and Contingencies Service and Licensing Obligations We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. 17 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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, 2025 (remainder) $ 5,456 2026 4,453 2027 606 2028 — 2029 — Thereafter — Total $ 10,515 Operating Leases Refer to Note 10 – Leases for commitments related to our operating leases. Self-Insurance We provide comprehensive major medical benefits to our employees. 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 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 From time to time, we receive inquiries from governmental bodies and also may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our condensed consolidated financial statements. 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. 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. 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 18 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 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. 19 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The results of our reportable segments are summarized for the periods presented below (in thousands): Three Months Ended March 31, 2025 2024 Medicare: Total revenue $ 103,669 $ 82,388 Variable marketing and advertising ( 33,753 ) ( 30,248 ) Medicare CC&E ( 34,469 ) ( 29,949 ) Cost of revenue 300 ( 143 ) Medicare segment gross profit $ 35,747 $ 22,048 Three Months Ended March 31, 2025 2024 Employer and Individual: Total revenue $ 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 March 31, 2025 2024 Consolidated: Total revenue $ 113,119 $ 92,964 Variable marketing and advertising ( 34,943 ) ( 31,024 ) Segment CC&E ( 36,649 ) ( 32,226 ) Cost of revenue 208 ( 261 ) Total segment gross profit $ 41,735 $ 29,453 20 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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 March 31, 2025 2024 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 ) Interest expense ( 2,648 ) ( 2,809 ) Other income, net 1,576 2,391 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. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information , our CODM does not separately evaluate assets by segment, and therefore, assets by segment are not presented. Geographic Information Our long-lived assets primarily consist of property and equipment, net and internally developed software. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area are summarized as follows (in thousands): March 31, 2025 December 31, 2024 United States $ 25,425 $ 26,033 China 255 299 Total $ 25,680 $ 26,332 21 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Significant Customers 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 March 31, 2025 2024 Humana 24 % 26 % UnitedHealthcare (1) 24 % 15 % Aetna (1) 14 % 23 % ____________ (1) Percentages include the carriers’ subsidiaries. Note 10 – Leases Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of 1 year to 5 years. Certain of these leases have free or escalating rent payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases include options to renew, and the exercise of these options is at our discretion. Subsequent to becoming a remote first workplace in the third quarter of 2022, we executed several subleases of our office space in the United States. The subleases run through the remaining term of the primary leases. 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. 22 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) The components of operating lease costs for the three months ended March 31, 2025 and 2024 were as follows (in thousands): Three Months Ended March 31, 2025 2024 Operating lease expense $ 1,218 $ 1,737 Operating sublease income ( 689 ) ( 576 ) Total operating lease cost $ 529 $ 1,161 Supplemental information related to our leases is as follows (dollars in thousands): Three Months Ended March 31, 2025 2024 Cash paid for amounts included in the measurement of operating lease liabilities $ 2,285 $ 2,231 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 March 31, 2025, maturities of our operating lease liabilities are as follows (in thousands): Year ending December 31, 2025 (remainder) $ 6,879 2026 7,693 2027 6,950 2028 4,998 2029 3,008 Thereafter 196 Total lease payments (1) $ 29,724 Less imputed interest ( 3,144 ) Total $ 26,580 ____________ (1) Non-cancellable sublease proceeds for the remainder of 2025 and the years ending December 31, 2026, 2027, 2028, 2029 and thereafter of $ 2.0 million, $ 2.9 million, $ 3.0 million, $ 3.1 million, $ 1.1 million, and $ 0.1 million, respectively, are not included in the table above. 23 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 11 — Impairment, Restructuring and Other Charges The following table details impairment, restructuring and other charges for each of the periods presented (in thousands): Three Months Ended March 31, 2025 2024 Asset impairment charges $ — $ 5,492 Restructuring and reorganization charges — 821 Impairment, restructuring and other charges $ — $ 6,313 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 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, 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”). 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 Original 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 24 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) loan. 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 $ 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 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. Financial covenants in the Credit Agreement require that we maintain Liquidity (as defined in the Credit Agreement) at or above $ 25.0 million as of the last calendar day of any month. 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 March 31, 2025, we were in compliance with our loan covenants. Note 13 – Income Taxes 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 March 31, 2025 2024 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 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 25 Table of Contents EHEALTH, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 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. We forecast taxable income by considering available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. 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 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. 26 Table of Contents