What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-07 · 200 added, 121 removed, 612 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, unaudited)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

31 unchanged sentences

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

Retained earnings 5,274 15,246

Retained earnings (accumulated deficit) ( 12,124 ) 15,246

Accumulated other comprehensive loss ( 260 ) ( 234 )

3 unchanged sentences

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts, unaudited)

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Commission $ 54,731 $ 56,847 $ 153,677 $ 137,774

8 unchanged sentences

Total operating costs and expenses 83,826 93,815 192,147 204,690

Income (loss) from operations

Loss from operations

( 23,044 ) ( 27,959 ) ( 18,246 ) ( 45,870 )

1 unchanged sentence

Other income, net 1,340 2,335 2,916 4,726

Income (loss) before income taxes

Loss before income taxes

( 24,052 ) ( 28,473 ) ( 20,326 ) ( 46,802 )

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

Net income (loss)

Benefit from income taxes ( 6,654 ) ( 505 ) ( 4,878 ) ( 1,850 )

( 17,398 ) ( 27,968 ) ( 15,448 ) ( 44,952 )

7 unchanged sentences

Basic and diluted 30,404 29,233 30,202 29,072

Comprehensive income (loss):

Net income (loss)

Comprehensive loss:

$ ( 17,398 ) $ ( 27,968 ) $ ( 15,448 ) $ ( 44,952 )

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

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

9 2 ( 28 ) ( 21 )

Foreign currency translation adjustments ( 4 ) ( 33 ) 2 12

Comprehensive income (loss)

Comprehensive loss

$ ( 17,393 ) $ ( 27,999 ) $ ( 15,474 ) $ ( 44,961 )

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 Loss

10 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 617 1 — — — — — 1

Repurchase of shares to satisfy employee tax withholding obligations — — ( 1,128 ) 196 — — — ( 1,128 )

Dividends and accretion related to convertible preferred stock — — ( 12,385 ) — — — — ( 12,385 )

Issuance of common stock for employee stock purchase program 43 — 189 — — — — 189

Stock-based compensation — — 4,016 — — — — 4,016

Other comprehensive income, net of tax

— — — — — — 5 5

Net loss — — — — — ( 17,398 ) — ( 17,398 )

Balance as of June 30, 2025 44,137 $ 44 $ 767,261 13,650 $ ( 199,998 ) $ ( 12,124 ) $ ( 260 ) $ 554,923

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

Common Stock Additional Paid-in

11 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 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 — — — — — — ( 31 ) ( 31 )

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

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

2 unchanged sentences

(in thousands, unaudited)

Three Months Ended

Six Months Ended

Operating activities:

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

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

Net loss $ ( 15,448 ) $ ( 44,952 )

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

Depreciation and amortization 937 1,008

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Proceeds from redemption and maturities of marketable securities 66,500 19,000

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

Net cash used in investing activities ( 4,647 ) ( 23,735 )

Financing activities:

Net proceeds from exercise of common stock options and employee stock purchases 189 354

Repurchase of shares to satisfy employee tax withholding obligations ( 1,826 ) ( 1,851 )

Principal payments in connection with leases — ( 4 )

Payments of preferred stock dividends ( 2,906 ) ( 2,740 )

Net cash used in financing activities ( 4,543 ) ( 4,241 )

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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.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of June 30, 2025 and other condensed consolidated financial statements for the three and six months ended June 30, 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.

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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.

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 June 30, 2025 and December 31, 2024 and our results of operations for the periods presented.

The results for the three and six months ended June 30, 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.

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Recently Adopted Accounting Pronouncements

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

We did not adopt any new accounting pronouncements during the six months ended June 30, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Medicare Advantage $ 38,264 $ 42,168 $ 113,250 $ 104,164

1 unchanged sentence

Medicare Part D (1)

( 1,048 ) 2,710 1,395 5,395

Total Medicare 50,502 48,923 136,535 119,082

1 unchanged sentence

Non-Qualified Health Plans (1)

( 434 ) 388 484 2,033

Qualified Health Plans (1)

( 402 ) 710 1,363 2,756

Total Individual and Family ( 836 ) 1,098 1,847 4,789

2 unchanged sentences

Vision 252 302 1,021 991

Hospital Indemnity 1,555 304 3,686 748

Other 58 382 386 672

9 unchanged sentences

_____________

(1) Total revenue for Medicare Part D, non-qualified and qualified health plans was negative due to $( 1.3 ) million, $( 0.8 ) million, and $( 0.7 ) million of net adjustment revenue from members approved in prior periods for the three months ended June 30, 2025.

(2) 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.

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Commission revenue from members approved during the period $ 33,148 $ 39,941 $ 114,902 $ 109,693

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

19,089 10,681 27,054 11,683

Total Medicare segment commission revenue $ 52,237 $ 50,622 $ 141,956 $ 121,376

3 unchanged sentences

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

( 1,318 ) 818 1,201 2,286

Total Employer and Individual segment commission revenue $ 2,494 $ 6,225 $ 11,721 $ 16,398

2 unchanged sentences

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

17,771 11,499 28,255 13,969

Total commission revenue $ 54,731 $ 56,847 $ 153,677 $ 137,774

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 March 31, 2025 and 2024 was $ 0.26 and $ 0.06 per basic and diluted share, respectively.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended June 30, 2025 and 2024 was $ 0.44 and $ 0.30 per basic and diluted share, respectively.

The after-tax impact of total net commission revenue from members approved in prior periods for the six months ended June 30, 2025 and 2024 was $ 0.71 and $ 0.36 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash $ 6,429 $ 10,927

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 69,010 $ 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.

As of June 30, 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 Income (Loss).

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

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

There were no write-offs during the six months ended June 30, 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

June 30, 2025 December 31, 2024

Beginning balance $ 2,222 $ 2,118

10 unchanged sentences

Net change in credit loss allowance 454 32 486

Ending balance at March 31, 2025

Ending balance at June 30, 2025

$ 856,528 $ 60,463 $ 916,991

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 $ 2.4 million as of March 31, 2025.

The deposits in China were $ 1.9 million as of June 30, 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:

March 31, 2025 December 31, 2024

June 30, 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Prepaid software and maintenance contracts $ 4,390 $ 5,582

16 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):

March 31, 2025

June 30, 2025

Carrying Value Level 1 Level 2 Level 3 Total

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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.

There were no transfers between the hierarchy levels during the six months ended June 30, 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

As of June 30, 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):

March 31, 2025

June 30, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

18 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, we had 32 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 six months ended June 30, 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 .

We recognized interest income of $ 1.2 million and $ 2.1 million for the three months ended June 30, 2025 and 2024, and $ 2.6 million and $ 4.3 million for the six months ended June 30, 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.

2024 Equity Incentive Pla n – On June 18, 2025, upon approval at our annual meeting of stockholders, we amended and restated our 2024 Equity Plan (as amended and restated, the “A&R 2024 Equity Plan”) to reserve an additional 1,500,000 shares of our common stock.

As of June 30, 2025, 1.4 million shares were issued pursuant to equity awards under the A&R 2024 Equity Plan.

Stock Repurchase Programs – We had no stock repurchase activity during the three and six months ended June 30, 2025 or 2024 except for the repurchase of shares to satisfy employee tax withholding obligations.

As of June 30, 2025 and 2024, we had a total of 13.7 million and 13.1 million shares, respectively, held in treasury.

As of June 30, 2025 and 2024, we had 3.0 million and 2.4 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 by award types for the periods presented below (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Restricted stock units

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Marketing and advertising $ 585 $ 711 $ 1,082 $ 1,355

12 unchanged sentences

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”).

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

1 unchanged sentence

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

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

Dividends compound semiannually and are PIK 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.

During the second quarter of 2025 we made a cash dividend payment of $ 2.9 million.

Board Nomination Rights – As of June 30, 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.

As of June 30, 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.

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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.

On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

designated by H.I.G.

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

1 unchanged sentence

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

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.

As of June 30, 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 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 June 30, 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.

1 unchanged sentence

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.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.8 million shares of common stock as of June 30, 2025.

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

5 unchanged sentences

Change in preferred stock redemption value 12,680

Balance as of March 31, 2025

Balance as of June 30, 2025

Note 7 – Net Loss Per Share Attributable to Common Stockholders

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net loss attributable to common stockholders

5 unchanged sentences

$ ( 0.98 ) $ ( 1.33 ) $ ( 1.32 ) $ ( 2.29 )

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.

For each of the three and six months ended June 30, 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

June 30, Six Months Ended

2025 2024 2025 2024

Convertible preferred stock 3,735 3,521 3,708 3,495

Restricted stock units

2,038 1,910 1,676 2,138

Performance-based stock units 385 74 420 106

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Our future minimum payments under non-cancellable contractual service and licensing obligations as of June 30, 2025 were as follows (in thousands):

Year ending December 31,

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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.

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 June 30, 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.

As of June 30, 2025 and December 31, 2024, we had a self-insurance liability balance of $ 2.4 million and $ 2.1 million, respectively, in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

Contingencies

2 unchanged sentences

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.

As of June 30, 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.

1 unchanged sentence

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.

On May 1, 2025, we became aware that the United States District Court for the District of Massachusetts unsealed a 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

et al , against numerous insurance carriers and insurance brokers, including eHealth, Inc.

and its subsidiary, eHealthInsurance Services, Inc.

The Relator’s lawsuit, originally filed under seal on November 2, 2021, was brought by a former eHealth marketing representative pursuant to the qui tam provision of the Federal False Claims Act.

The Relator’s complaint alleges that eHealth, Inc.

and eHealthInsurance Services, Inc., along with other insurance carriers and insurance brokers, violated the Federal False Claims Act through certain Medicare Advantage enrollment and marketing activities.

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

The Court’s May 1, 2025 order also unsealed the Government’s notice of election to intervene in part in the qui tam action, as well as the Government’s Complaint in Partial Intervention.

The Government’s Complaint brings similar claims under the

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.

Federal False Claims Act against certain defendants named in the Relator’s complaint, including eHealth, Inc and eHealthInsurance Services, Inc.

We deny the allegations in both complaints and will vigorously defend ourselves in court.

Note 9 – Segment and Geographic Information

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Total revenue

4 unchanged sentences

Cost of revenue

( 36 ) ( 89 ) 264 ( 232 )

Medicare segment gross profit

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Employer and Individual:

6 unchanged sentences

( 62 ) ( 93 ) ( 154 ) ( 211 )

E&I segment gross profit

$ 5,988 $ 7,405

E&I segment gross profit (loss) $ ( 257 ) $ 3,682 $ 5,731 $ 11,087

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Consolidated:

5 unchanged sentences

Cost of revenue

( 98 ) ( 182 ) 110 ( 443 )

Total segment gross profit

2 unchanged sentences

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):

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

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Total segment gross profit

9 unchanged sentences

Other income, net 1,340 2,335 2,916 4,726

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

Loss before income taxes $ ( 24,052 ) $ ( 28,473 ) $ ( 20,326 ) $ ( 46,802 )

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

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

United States $ 28,922 $ 26,033

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Significant Customers

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

Substantially all revenue for the three and six months ended June 30, 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.

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Three Months Ended

Humana 24 % 26 %

June 30, Six Months Ended

2025 2024 2025 2024

UnitedHealthcare (1)

27 % 18 % 25 % 16 %

Humana 23 % 29 % 23 % 27 %

12 % 18 % 13 % 21 %

(1) Percentages include the carriers’ subsidiaries.

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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).

As of June 30, 2025, we expect to generate a total of $ 10.8 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 ASC 360, Property, Plant and Equipment .

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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.

We recorded $ 0.4 million impairment charges related to our operating lease right-of-use assets for the three and six months ended June 30, 2025 in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

We recorded $ 1.9 million and $ 7.4 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2024, respectively.

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 months ended March 31, 2025 and 2024 were as follows (in thousands):

The components of operating lease costs for the three and six months ended June 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Operating lease expense $ 1,198 $ 1,434 $ 2,416 $ 3,170

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

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities $ 4,570 $ 4,444

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted-average remaining lease term (in years) of operating leases 3.6 3.9

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):

As of June 30, 2025, maturities of our operating lease liabilities are as follows (in thousands):

Year ending December 31,

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Asset impairment charges $ 413 $ 1,921 $ 413 $ 7,413

Restructuring and reorganization charges

1,142 1,114 1,142 1,935

Impairment, restructuring and other charges $ 1,555 $ 3,035 $ 1,555 $ 9,348

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.

During the three and six months ended June 30, 2025 we recognized non-cash, pre-tax asset impairment charges of $ 0.4 million, related to operating lease right-of-use asset impairments for certain vacated leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

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

During the three and six months ended June 30, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 1.9 million and $ 7.4 million, respectively, 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 $ 1.8 million and $ 6.9 million of operating lease right-of-use asset impairments and $ 0.1 million and $ 0.5 million of property and equipment impairment for the three and six months ended June 30, 2024, respectively.

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.

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, 2024 $ —

Restructuring and reorganization charges 1,142

Payments ( 571 )

Balance at June 30, 2025 $ 571

During the three and six months ended June 30, 2025, we recognized $ 1.1 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 macroeconomic changes and internal restructuring initiatives.

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

As of June 30, 2025, we had a $ 0.6 million restructuring accrual on our Condensed Consolidated Balance Sheet.

During the three and six months ended June 30, 2024, we recognized $ 1.1 million and $ 1.9 million, respectively, 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12 – Debt

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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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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).

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 loan.

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.

Total amortization of closing costs, or debt issuance costs, was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and $ 0.5 million and $ 0.9 million for the three and six months ended June 30, 2024, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

There were $ 0.9 million of unamortized issuance costs as of June 30, 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 carrying value of the loan was $ 69.1 million as of June 30, 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.

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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.

As of June 30, 2025, the interest rate was 11.59 %.

For the three and six months ended June 30, 2025 we incurred interest expense of $ 2.1 million and $ 4.1 million, respectively.

For the three and six months ended June 30, 2024 we incurred interest expense of $ 2.3 million and $ 4.6 million, respectively.

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

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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.

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 -

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

commissions receivable (i.e., both current and non-current commissions receivable).

As of June 30, 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):

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

Three Months Ended

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

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

June 30, Six Months Ended

2025 2024 2025 2024

Loss before income taxes $ ( 24,052 ) $ ( 28,473 ) $ ( 20,326 ) $ ( 46,802 )

Benefit from income taxes ( 6,654 ) ( 505 ) ( 4,878 ) ( 1,850 )

Effective tax rate 27.7 % 1.8 % 24.0 % 4.0 %

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.

For the three and six months ended June 30, 2025 we calculated our benefit from income taxes by applying an estimate of the annual effective tax rate to loss before income taxes for the reporting period.

For the three and six months ended June 30, 2024 we applied 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 2024 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 six months ended June 30, 2024.

For the three and six months ended June 30, 2025, we recorded a benefit from income taxes of $ 6.7 million and $ 4.9 million, respectively, representing an effective tax rate of 27.7 % and 24.0 %, respectively, which was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation and lobbying expenses, partially offset by research and development credits and discrete adjustments.

For the three and six months ended June 30, 2024, we recognized a benefit from income taxes of $ 0.5 million and $ 1.9 million, respectively, representing an effective tax rate of 1.8 % and 4.0 %, respectively, which was lower than the statutory federal tax rate primarily due to changes in our valuation allowance, as well as stock-based compensation adjustments and non-deductible lobbying expenses, 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.

2 unchanged sentences

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.

We continue to recognize our deferred tax assets as of June 30, 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.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted, which is the date the legislation is signed into law.

We are evaluating the impact of the OBBBA on our financial statements, but do not expect that it will have a material impact.

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