What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 183 added, 129 removed, 683 unchanged (31% of the section changed)

3 unchanged sentences

(in thousands, unaudited)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

16 unchanged sentences

Accrued marketing expenses 5,558 16,612

Short term debt 69,087 —

Lease liabilities – current 7,769 7,732

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

60 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 283 — — — — — — —

Repurchase of shares to satisfy employee tax withholding obligations — — ( 276 ) 70 — — — ( 276 )

Dividends and accretion related to convertible preferred stock — — ( 12,890 ) — — — — ( 12,890 )

Stock-based compensation — — 4,018 — — — — 4,018

Other comprehensive income, net of tax

— — — — — — 82 82

Net loss — — — — — ( 31,691 ) — ( 31,691 )

Balance as of September 30, 2025 44,420 $ 44 $ 758,113 13,720 $ ( 199,998 ) $ ( 43,815 ) $ ( 178 ) $ 514,166

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

4 unchanged sentences

Capital Treasury Stock Retained Earnings (Accumulated Deficit)

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (Loss)

Total Stockholders’ Equity

16 unchanged sentences

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

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

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

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

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

Other comprehensive income, net of tax

— — — — — — 217 217

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

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

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

2 unchanged sentences

(in thousands, unaudited)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

22 unchanged sentences

Proceeds from redemption and maturities of marketable securities 105,950 39,000

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

Net cash provided by (used in) investing activities 19,048 ( 56,413 )

Financing activities:

Payment of deferred financing costs ( 1,000 ) —

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

4 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 59 118

Net increase in cash, cash equivalents and restricted cash 26,723 10,622

Net increase (decrease) in cash, cash equivalents and restricted cash 23,892 ( 51,690 )

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

14 unchanged sentences

and its consolidated direct and indirect wholly owned subsidiaries.

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.

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

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

The results for the three and nine months ended September 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.

7 unchanged sentences

Recently Adopted Accounting Pronouncements

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

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

Income Taxes (Topic 740) — In December 2023, the Financial Accounting Standards Board (“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.

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

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) — In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which amends the guidance in Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other-Internal-Use-Software .

The ASU modernizes the recognition and disclosure framework for internal-use software costs, removing all references to prescriptive and sequential software development stages.

The ASU will require entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted.

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

EHEALTH, INC.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Medicare Part D 1,561 843 2,956 6,238

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

Total Medicare 41,583 42,618 178,118 161,700

20 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.

(1) Total revenue for non-qualified and qualified health plans was negative due to $( 0.5 ) million, and $( 0.3 ) million, respectively, of net commission revenue from members approved in prior periods for the three months ended September 30, 2025.

Total revenue for non-qualified health plans was negative due to $( 0.6 ) million of net commission revenue from members approved in prior periods for the three months ended September 30, 2024.

(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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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_____________

(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 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

(1) For all existing cohorts approved in prior periods, we reassess assumptions for our constrained lifetime value (“LTV”) of commissions on a quarterly basis and compare to the most current constrained LTV recognized on these cohorts.

To the extent there is an indication of a change to expected cash collections for these cohorts, net commission revenue from members approved in prior periods, also referred to as net adjustment revenue, is recorded to adjust revenue previously recognized for the affected cohorts.

Net adjustment revenue includes both increases and reductions to revenue;

however, adjustments increasing revenue are only recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended September 30, 2025 and 2024 was $ 0.30 and $ 0.03 per basic and diluted share, respectively.

The after-tax impact of total net commission revenue from members approved in prior periods for the nine months ended September 30, 2025 and 2024 was $ 1.01 and $ 0.39 per basic and diluted share, respectively .

Note 3 – Supplemental Financial Statement Information

7 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash $ 25,565 $ 10,927

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 66,179 $ 42,287

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.

As of September 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.

6 unchanged sentences

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.

There were no write-offs during the nine months ended September 30, 2025 or for the year ended December 31, 2024.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Beginning balance $ 2,222 $ 2,118

10 unchanged sentences

Net change in credit loss allowance 511 35 546

Ending balance at June 30, 2025

Ending balance at September 30, 2025

$ 850,361 $ 57,364 $ 907,725

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federal government.

The deposits in China were $ 1.9 million as of June 30, 2025.

The deposits in China were $ 1.8 million as of September 30, 2025.

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

1 unchanged sentence

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

June 30, 2025 December 31, 2024

Humana 29 % 28 %

September 30, 2025 December 31, 2024

UnitedHealthcare (1)

Humana 29 % 28 %

_____________

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Prepaid software and maintenance contracts $ 6,634 $ 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):

June 30, 2025

September 30, 2025

Carrying Value Level 1 Level 2 Level 3 Total

2 unchanged sentences

Commercial paper 37,473 — 37,473 — 37,473

Government securities 2,983 — 2,983 — 2,983

Short-term marketable securities

Commercial paper 12,212 — 12,212 — 12,212

Government securities 29,922 — 29,922 — 29,922

Total assets measured at fair value $ 49,736 $ 51 $ 49,685 $ — $ 49,736

12 unchanged sentences

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 six months ended June 30, 2025 or the year ended December 31, 2024.

There were no transfers between the hierarchy levels during the nine months ended September 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 June 30, 2025 As of December 31, 2024

As of September 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):

June 30, 2025

September 30, 2025

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

2 unchanged sentences

Commercial paper 37,478 — ( 5 ) 37,473

Government securities 2,982 1 — 2,983

Short-term marketable securities

Commercial paper 12,213 — ( 1 ) 12,212

Government securities 29,924 — ( 2 ) 29,922

Total $ 49,742 $ — $ ( 6 ) $ 49,736

10 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024, we had 21 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 nine months ended September 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 $ 1.2 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 .

We recognized interest income of $ 0.9 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3.5 million and $ 6.0 million for the nine months ended September 30, 2025 and 2024, respectively .

Note 5 – Equity

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

As of September 30, 2025, 1.9 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 nine months ended September 30, 2025 or 2024 and had 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In addition, as of September 30, 2025 and 2024, we had 3.0 million and 2.5 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 of September 30, 2025 and 2024, we had a total of 13.7 million and 13.2 million shares, respectively, held in treasury.

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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

24 unchanged sentences

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.

As of September 30, 2025, we have accrued $ 1.5 million for cash dividends.

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

Board Nomination Rights – As of September 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 June 30, 2025, the Conversion Price was equal to $ 79.5861 per share.

As of September 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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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

As of September 30, 2023, we failed to maintain the Minimum Asset Coverage

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

designated by H.I.G.

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.

1 unchanged sentence

to accelerate the redemption of the Series A Preferred Stock.

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.

On September 17, 2025, Aaron Tolson who was previously nominated by H.I.G.

to serve on our Board of Directors resigned.

Following Mr.

Tolson’s resignation, H.I.G.

nominated Todd Arden to our Board of Directors and nominated Mr.

Tolson to replace the existing board observer.

As of September 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 September 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 3.8 million shares of common stock as of June 30, 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 September 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 19,583

Balance as of June 30, 2025

Balance as of September 30, 2025

Note 7 – Net Loss Per Share Attributable to Common Stockholders

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

$ ( 1.46 ) $ ( 1.83 ) $ ( 2.78 ) $ ( 4.13 )

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.

For each of the three and nine months ended September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Our future minimum payments under non-cancellable contractual service and licensing obligations as of September 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 June 30, 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 September 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 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.

As of September 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 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.

As of September 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.

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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

The government’s Complaint brings similar claims under the Federal

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

and eHealthInsurance Services, Inc.

On July 30, 2025, we jointly filed an unopposed motion to stay the Relator’s claims pending the earlier of the outcome of the government’s investigation or a ruling on the Company’s motion to dismiss.

On August 15, 2025, the court granted the motion and stayed the Relator’s claims until January 21, 2026.

On August 19, 2025, eHealth jointly filed two motions to dismiss all claims against eHealth, and the court set a hearing date of January 21, 2026.

The government filed its oppositions to both motions on October 20, 2025.

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 operating and reportable segments have been determined in accordance with ASC 280, Segment Reporting .

Our business structure is comprised of two reportable operating segments:

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

( 106 ) ( 13 ) 158 ( 245 )

Medicare segment gross profit

$ 19,145 $ 15,204 $ 54,892 $ 37,252

Medicare segment gross profit (loss) $ ( 1,153 ) $ ( 5,624 ) $ 53,739 $ 31,628

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

( 87 ) ( 89 ) ( 241 ) ( 300 )

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

E&I segment gross profit $ 973 $ 1,843 $ 6,704 $ 12,930

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

( 193 ) ( 102 ) ( 83 ) ( 545 )

Total segment gross profit

$ 18,888 $ 18,886 $ 60,623 $ 48,339

Total segment gross profit (loss) $ ( 180 ) $ ( 3,781 ) $ 60,443 $ 44,558

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

A reconciliation of our segment gross profit (loss) 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total segment gross profit (loss) $ ( 180 ) $ ( 3,781 ) $ 60,443 $ 44,558

Other marketing and advertising (1)

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

United States $ 30,690 $ 26,033

4 unchanged sentences

Significant Customers

Substantially all revenue for the three and six months ended June 30, 2025 and 2024 was generated from customers located in the United States.

Substantially all revenue for the three and nine months ended September 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.

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

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.

Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of less than 1 year to 4 years.

Certain of these leases have free or escalating rent payment provisions.

3 unchanged sentences

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

As of June 30, 2025, we expect to generate a total of $ 10.8 million in future sublease income through January 31, 2030.

As of September 30, 2025, we expect to generate a total of $ 11.0 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 .

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.

As a result of becoming a remote first workplace, we have assessed our occupied leased office space to identify excess space to vacate and potentially sublease.

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

In instances where we determined impairment indicators were present at that time of our reassessment, we tested our right-of-use assets, including leasehold improvements, for impairment.

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 $ 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.

During the three and nine months ended September 30, 2025, we recorded $ 0.5 million and $ 0.9 million, respectively, of impairment charges related to our operating lease right-of-use assets in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

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

We recorded $ 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 nine months ended September 30, 2024.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Six Months Ended

Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of operating lease liabilities $ 6,836 $ 6,663

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Weighted-average remaining lease term (in years) of operating leases 3.3 3.9

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

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

As of September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Asset Impairments

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.

During the three and nine months ended September 30, 2025 we recognized non-cash, pre-tax asset impairment charges of $ 0.5 million and $ 0.9 million, respectively, 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.

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

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

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

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

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Payments ( 1,032 )

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.

Balance at September 30, 2025 $ 110

During the three months ended September 30, 2025, we incurred no pre-tax restructuring charges.

During the nine months ended September 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.

As of September 30, 2025, we had a $ 0.1 million restructuring accrual on our Condensed Consolidated Balance Sheet.

During the three and nine months ended September 30, 2024, we recognized $ 0.1 million and $ 2.0 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.

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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 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 Loss.

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 “Second Amended Credit Agreement”), which, among other things, (i) extended the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removed the “exit fee” contemplated by the First Amended Credit Agreement and replaced it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduced the margin applicable to SOFR loans and the margin applicable to base rate loans.

On October 6, 2025, we entered into a third amendment (the “Third Amendment”) to the Second Amended Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Credit Agreement”), which, among other things, extends the maturity date of the Credit Agreement from February 2026 to January 2027.

The other material terms of the Second Amended Credit Agreement, including the outstanding principal amount of the term loan, remain unchanged.

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 incurred in connection with the Credit Agreement.

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

We incurred no fees associated with the Third Amendment and incurred a $ 1.1 million extension fee associated with the Second Amendment during the quarter ended December 31, 2024, which has been recorded as a direct deduction from the face amount of the loan.

Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee under the Second Amendment is being 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 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 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.

Total amortization of closing costs, or debt issuance costs, was $ 0.4 million and $ 1.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 1.4 million for the three and nine months ended September 30, 2024, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

There were $ 0.6 million of unamortized issuance costs as of September 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 $ 69.1 million as of June 30, 2025.

The carrying value of the loan was $ 69.4 million as of September 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.

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 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.

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, which remains unchanged subsequent to the Third Amendment.

As of September 30, 2025, the interest rate was 11.46 %.

For the three and nine months ended September 30, 2025 we incurred interest expense of $ 2.0 million and $ 6.1 million, respectively.

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

The Credit Agreement matures in January 2027.

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.

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 September 30, 2025, we were in compliance with our loan covenants.

Note 13 – Income Taxes

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Effective tax rate 26.2 % 4.3 % 25.5 % 4.1 %

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.

For the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2024.

For the three and nine months ended September 30, 2025, we recorded a benefit from income taxes of $ 11.2 million and $ 16.1 million, respectively, representing an effective tax rate of 26.2 % and 25.5 %, respectively, which was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation, lobbying expenses and discrete adjustments, partially offset by research and development credits.

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

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

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

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

We continue to recognize our deferred tax assets as of 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.

We continue to recognize our deferred tax assets as of September 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

The OBBBA was enacted during the quarter ended September 30, 2025.

and did not have a material impact on our financial statements.

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