What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 202 added, 177 removed, 416 unchanged (48% of the section changed)

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During the first quarter of 2025, we generated strong Medicare Advantage enrollment growth during the Medicare Advantage Open Enrollment Period (“OEP”), maintaining the momentum we built during the most recent Annual Enrollment Period (“AEP”), which was characterized by elevated consumer demand driven by recent Medicare Advantage plan benefit and premium changes, plan cancellations and market exits due primarily to carriers facing higher medical costs and regulatory pressures.

During the second quarter of 2025, Medicare enrollment volume was lower than the second quarter of 2024, which was consistent with our expectations.

During the second and third quarters of 2025, Medicare enrollment volume was lower compared to the same periods in 2024, which was consistent with our expectations.

Our typical Medicare enrollment seasonality is heightened this year primarily as a result of the recent regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”).

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Centers for Medicare & Medicaid Services removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis.

As these regulatory changes limit eligibility to enroll into or between Medicare Advantage plans outside of the AEP for this large portion of Medicare beneficiaries, we experienced a decline in Medicare Advantage plan submissions during the second quarter of 2025.

As these regulatory changes limit eligibility to enroll in or between Medicare Advantage plans outside of the AEP for this large portion of Medicare beneficiaries, we experienced a decline in Medicare Advantage plan submissions during the second and third quarters of 2025.

We successfully adjusted to this regulatory change by implementing a more flexible structure in our telesales organization, making it more agile and easier to flex advisor capacity up and down in alignment with anticipated enrollment volumes.

also have been piloting the integration of artificial intelligence (“AI”) across several components of our telephonic enrollment platform and intend on leveraging AI to help us serve beneficiaries during the upcoming AEP.

Additionally, we began our preparations for the 2026 AEP.

We expect to experience another dynamic AEP which will present the opportunity to drive strong consumer demand to our platform as beneficiaries face significant plan changes from Medicare Advantage insurance carriers.

We expect to experience another dynamic AEP which will present an opportunity to drive strong consumer demand to our platform as beneficiaries face significant plan changes from Medicare Advantage insurance carriers.

At the same time, we plan to focus on preserving our existing book of business through our continued retention efforts.

During the third quarter of 2025, we largely completed our preparations for the 2026 AEP.

We have achieved our benefit advisor hiring and training goals with a benefit advisor mix that is more tenured relative to last year and have continued to strengthen and expand our brand-driven marketing strategy, including integrating our brand message throughout our omni-channel platform.

We have also integrated artificial intelligence (“AI”) across several components of our telephonic enrollment platform, enabling us to utilize AI in assisting beneficiaries during the AEP.

Additionally, we are focusing on facilitating seamless transitions between our online and telephonic environments and have continued to expand our customer service and retention team to further improve the overall consumer experience.

Additionally, enrollment volume in our Employer and Individual (“E&I”) segment continued to decline during the third quarter of 2025 due to shifts in our marketing channel mix and market conditions.

We have experienced a significant decline in volume from certain marketing platforms, such as organic search engine optimization, and have intentionally reduced marketing spend for the E&I segment as a result of declining eligibility and rising premiums in response to the One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025.

As part of our diversification efforts, we continue to focus on supporting growth and enhancements for Individual Coverage Health Reimbursement Arrangement (“ICHRA”) opportunities.

ICHRA involves business-to-business arrangements that entail building a growth pipeline with brokers and employers, which is expected to result in a longer execution lead time compared to our traditional direct-to-consumer arrangements.

Executive Leadership Transition

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Duke joined the Company on August 4, 2025 to begin the transition process prior to officially stepping into the chief executive officer role effective September 18, 2025.

Fran Soistman will continue to serve in his current role until September 18, 2025 and will remain with the Company as an executive advisor until December 31, 2025 to assist with the transition.

He will also remain as a member on the Company’s Board of Directors.

It is expected that the Board of Directors will approve the appointment of Mr.

Duke as a member of the Board on September 18, 2025.

Fran Soistman served as chief executive officer until September 18, 2025 and remains with the Company as an executive advisor until December 31, 2025 to assist with the transition.

Soistman also continues to serve as a member of the Company’s Board of Directors.

On September 18, 2025, the Board of Directors approved the appointment of Mr.

Duke as a member of the Board, effective immediately.

This leadership change is part of the Company’s long-term succession planning and is intended to ensure continuity in strategic direction and operational execution.

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2025 2024 2025 2024

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Total Approved Members 46,270 58,266 (21) % 207,016 213,093 (3) %

Three Months Ended June 30, 2025 and 2024 – Total approved members declined 13% during the three months ended June 30, 2025 compared to the same period in 2024, driven by:

• an 18% decline in Medicare approved members, primarily resulting from:

◦ a 19% decline in Medicare Advantage approved members due to a 23% decrease in Medicare Advantage broker of record submissions, primarily driven by an intentional decrease in variable marketing spend due to the 2025 regulatory changes that reduced the special enrollment period options for dual-eligible beneficiaries, which in the past represented a meaningful share of our second and third quarter Medicare Advantage enrollments;

◦ an 11% decline in Medicare Supplement approved members due to certain Q1 2024 submissions that were approved subsequently in Q2 2024 due to a delay in approval, partially offset by a 6% increase in broker of record submissions during the three months ended June 30, 2025 compared to the same period in 2024, and

Three Months Ended September 30, 2025 and 2024 – Total approved members declined 21% during the three months ended September 30, 2025 compared to the same period in 2024, driven by:

• a 27% decline in Medicare approved members, primarily resulting from:

◦ a 29% decline in Medicare Advantage approved members due to a 29% decrease in Medicare Advantage broker of record submissions as a result of intentionally decreased variable marketing spend in response to the 2025 regulatory changes that reduced the special enrollment period options for dual-eligible beneficiaries, which previously represented a meaningful share of our second and third quarter Medicare Advantage enrollments;

◦ a 3% decline in Medicare Supplement approved members primarily driven by an intentional decrease in variable marketing spend, partially offset by a 6% increase in Medicare Supplement broker of record submissions compared to the same period last year;

◦ a 13% decline in Medicare Part D approved members due to the continued shift away from standalone Medicare Part D plans.

• a 41% and 9% decline in individual and family plan and small business health insurance approved members, respectively, primarily due to a decrease in volume as we continue to focus on implementing operational enhancements in our Employer and Individual (“E&I”) segment, and

• 12% growth in ancillary approved members primarily driven by targeted growth in hospital indemnity plans, partially offset by declines in short-term and dental plan approved members.

Six Months Ended June 30, 2025 and 2024 – Total approved members grew 4% during the six months ended June 30, 2025 compared to the same period in 2024, driven by:

• 4% growth in Medicare approved members, primarily as a result of:

◦ a 10% increase in Medicare Advantage approved members due to a 5% increase in Medicare Advantage broker of record submissions due to the increased consumer demand during the first quarter of 2025 Medicare Advantage OEP, as well as improved telesales conversion rates year-over-year, slightly offset by decreased volume in the second quarter due to the dual-eligible regulations that became effective in 2025,

◦ a 47% decline in Medicare Supplement approved members, primarily caused by the shift of some Medicare Supplement broker of record arrangements to fee-based arrangements within our Amplify platform, which are not reflected as approved members, and

• a 35% decline in individual and family plan approved members primarily due to a decline in volume from shifts in our marketing channel mix and current market conditions;

• a 5% increase in ancillary approved members primarily driven by targeted growth in hospital indemnity plans, partially offset by declines in short-term and dental plan approved members;

• an 8% increase in small business health insurance approved members primarily due to an increase in average group size for existing plans.

Nine Months Ended September 30, 2025 and 2024 – Total approved members declined 3% during the nine months ended September 30, 2025 compared to the same period in 2024, driven by:

• a 4% decline in Medicare approved members, primarily as a result of:

◦ a 1% decline in Medicare Advantage approved members due to a 5% decrease in Medicare Advantage broker of record submissions primarily due to decreased volume in the second and third quarters as the result of the 2025 regulations impacting dual-eligible enrollment rules, partially offset by increased consumer demand during the Medicare Advantage OEP in the first quarter of 2025 as well as improved online unassisted conversion rates year-over-year;

◦ a 41% decline in Medicare Supplement approved members, primarily caused by the shift—beginning in the second quarter of 2024—of some Medicare Supplement broker of record arrangements to fee-based arrangements within our Amplify platform, which are not reflected as approved members;

◦ a 19% decline in Medicare Part D approved members due to the continued shift away from standalone Medicare Part D plans.

• 17% growth in ancillary approved members primarily due to a targeted increase in hospital indemnity plan members and an increase in vision plan approved members, partially offset by declines in short-term and dental plan approved members;

• a 26% and 21% decline in individual and family plan and small business health insurance plan approved members, respectively, primarily due to a decrease in volume as we continue to focus on implementing operational enhancements in our E&I segment.

• a 28% and 12% decline in individual and family plan and small business health insurance plan approved members, respectively, primarily due to a decline in volume from shifts in our marketing channel mix and current market conditions;

• a 13% increase in ancillary approved members primarily due to a targeted increase in hospital indemnity plan members and an increase in vision plan approved members, partially offset by declines in short-term and dental plan approved members.

Estimated Constrained Lifetime Value of Commissions Per Approved Member

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Medicare (1) (2)

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For additional information on constrained LTV, see “ Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2024.

(2) The constraints applied to the total estimated lifetime value of commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained LTV of commissions for approved members recognized for Medicare Advantage, Medicare Supplement and Medicare Part D were 5.5%, 4% and 7%, respectively, for the three months ended June 30, 2025 and 5.5%, 9% and 7%, respectively, for the three months ended June 30, 2024.

Three Months Ended June 30, 2025 and 2024 – The changes in constrained LTV of commissions per approved member primarily consisted of:

• a 1% increase in Medicare Advantage plans, primarily due to favorable carrier and contract mix, partially offset by less favorable retention assumptions for the Q2 2025 cohorts compared to the Q2 2024 cohorts;

• a 29% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix, favorable retention assumptions for the Q2 2025 cohorts compared to the Q2 2024 cohorts and a decrease in the constraint from 9% to 4% due to observed LTV trends;

(2) The constraints applied to the total estimated lifetime value of commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained LTV of commissions for approved members recognized for Medicare Advantage, Medicare Supplement and Medicare Part D were 5.5%, 4% and 7%, respectively, for the three months ended September 30, 2025 and 5.5%, 9% and 7%, respectively, for the three months ended September 30, 2024.

Three Months Ended September 30, 2025 and 2024 – The changes in constrained LTV of commissions per approved member primarily consisted of:

• a 2% decrease in Medicare Advantage plans, primarily due to a decline in the ratio of approved members who became paying members, partially offset by favorable carrier and contract mix;

• a 33% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix, favorable retention assumptions for the third quarter 2025 cohorts compared to the third quarter 2024 cohorts and a decrease in the constraint from 9% to 4% due to observed LTV trends;

• a 24% decrease in Medicare Part D plans, primarily driven by unfavorable carrier and contract mix;

• a 7% decrease in non-qualified health plans, primarily due to a decline in enrollment quality as well as unfavorable retention trends;

• an 11% decrease in qualified health plans, primarily due to an increase in the constraint from 4% to 10% due to observed unfavorable retention trends;

• a 4% decrease in non-qualified health plans, primarily due to unfavorable retention trends for the third quarter 2025 cohorts compared to the third quarter 2024 cohorts;

• a 14% decrease in qualified health plans, primarily due to an increase in the constraint from 4% to 10% due to observed unfavorable retention trends as well as unfavorable carrier and contract mix;

• a 24% decrease in short-term plans, primarily driven by unfavorable retention assumptions year-over-year as a result of the regulatory change that decreased term limits for short-term health plans;

• an 11%, 4% and 2% increase in vision, small business and dental plans, respectively.

• a 6% increase in dental plans due to favorable retention assumptions for third quarter 2025 cohorts compared to the third quarter 2024 cohorts;

• a 2% increase in small business plans due to favorable carrier and contract mix.

Estimated Membership

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The following table shows estimated membership by product as of the dates presented below:

As of June 30, % Change

As of September 30, % Change

Medicare Advantage 579,914 583,970 (1) %

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We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.

June 30, 2025 compared to June 30, 2024 – Total estimated membership declined 3% as of June 30, 2025 compared to June 30, 2024 due to:

• a 2% decline year-over-year in Medicare estimated membership primarily due to:

◦ a 6% and 10% decrease in Medicare Supplement and Medicare Part D plans, respectively, as a result of decreased approved applications due to the decline in Medicare Supplement plan approved members as well as a decline in Medicare Part D plan approved members due to the shift away from standalone Medicare Part D plans,

◦ partially offset by a 2% increase in Medicare Advantage estimated membership as a result of increased Medicare Advantage approved member volume from the most recent AEP and OEP.

September 30, 2025 compared to September 30, 2024 – Total estimated membership declined 4% as of September 30, 2025 compared to September 30, 2024 due to:

• a 3% decline year-over-year in Medicare estimated membership, primarily due to a decrease in approved applications for all Medicare products, and

• a 17% and 11% decline year-over-year in individual and family plan and small business plan estimated membership, respectively, primarily due to a decrease in approved applications and unfavorable retention trends in individual and family plans.

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Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.

The numerator used to calculate each member acquisition metric discussed above is the portion of the respective operating expenses for CC&E and marketing and advertising that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record.

acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record.

The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired.

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CC&E cost per MA-equivalent approved member (1)

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Variable marketing cost per MA-equivalent approved member (1)

423 457 (7) %

Total acquisition cost per MA-equivalent approved member $ 1,489 $ 1,256 19 %

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Variable marketing cost per IFP-equivalent approved member (2)

104 118 (12) %

Total acquisition cost per IFP-equivalent approved member $ 537 $ 477 13 %

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(2) We calculate the number of IFP-equivalent approved members by adding the total number of approved qualified and non-qualified health plan members and 33% of the total number of short-term approved members during the periods presented.

Three Months Ended June 30, 2025 and 2024 – Total acquisition cost per MA-equivalent approved member increased $31, or 3%, during the three months ended June 30, 2025 compared to the same period in 2024, driven by:

Three Months Ended September 30, 2025 and 2024 – Total acquisition cost per MA-equivalent approved member increased $233, or 19%, during the three months ended September 30, 2025 compared to the same period in 2024, driven by:

• a $211, or 29%, increase in CC&E cost per MA-equivalent approved member primarily due to:

◦ the elevated seasonal decline in Medicare Advantage approved members driven by the dual-eligible regulations that became effective in 2025,

◦ the decline in the number of Medicare Advantage approved members driven by the dual-eligible regulations that became effective in 2025;

◦ slightly offset by lower overall personnel and compensation costs, including cost savings as a result of our more flexible telesales organization structure which allows us to adjust capacity more efficiently to match the Medicare business seasonality.

• a $34, or 7%, decrease in variable marketing cost per MA-equivalent approved member, primarily due to an intentional reduction in spend during a lower volume quarter as a result of the dual-eligible regulations that became effective in 2025, a more favorable marketing channel mix and continued marketing efficiencies as our brand continues to scale, enabling enhanced lead quality, and strong conversion rates, including improved conversion rates in our online unassisted channel.

• a $22, or 4%, increase in variable marketing cost per MA-equivalent approved member primarily due to:

◦ the decline in the number of Medicare Advantage approved members driven by the dual-eligible regulations that became effective in 2025;

◦ partially offset by an intentional reduction in spend during a lower volume quarter as a result of the dual-eligible regulations that became effective in 2025, a more favorable marketing channel mix and continued marketing efficiencies as our brand continues to scale, enabling enhanced lead quality, and improved conversion rates in our online unassisted channel.

Individual and Family

Three Months Ended June 30, 2025 and 2024 – Total acquisition cost per IFP-equivalent approved member increased $178, or 52%, during the three months ended June 30, 2025 compared to the same period in 2024, driven by:

Three Months Ended September 30, 2025 and 2024 – Total acquisition cost per IFP-equivalent approved member increased $60, or 13%, during the three months ended September 30, 2025 compared to the same period in 2024, driven by:

• a $74, or 21%, increase in CC&E cost per IFP-equivalent approved member due to the overall decline in individual and family plan and short-term plan approved members;

• a $40, or 68%, increase in variable marketing cost per IFP-equivalent approved member, primarily driven by the overall decline in individual and family plan and short-term plan approved member.

• a $14, or 12%, decrease in variable marketing cost per IFP-equivalent approved member, primarily driven by lower variable marketing spend year-over-year.

Critical Accounting Policies and Estimates

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Total revenue $ 53,869 $ 58,409 $ (4,540) (8) % $ 227,770 $ 217,229 $ 10,541 5 %

Three Months Ended June 30, 2025 and 2024 – Commission revenue decreased $2.1 million, or 4%, during the three months ended June 30, 2025 compared to the same period in 2024 due to:

Three Months Ended September 30, 2025 and 2024 – Commission revenue decreased $1.0 million, or 2%, during the three months ended September 30, 2025 compared to the same period in 2024 due to:

• a $1.1 million, or 22%, decrease in our E&I segment commission revenue driven by:

◦ net adjustment revenue from prior periods enrollments of $(1.3) million during the three months ended June 30, 2025 compared to $0.8 million in the same period in 2024,

◦ a 41% and 9% decline in individual and family plan and small business approved members, respectively, partially offset by a 12% increase in ancillary approved members, and

◦ lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and short-term health plans, slightly offset by higher constrained LTV of commissions per approved member for dental, vision and small business plans.

• a $1.6 million, or 3%, increase in our Medicare segment commission revenue driven by:

◦ higher net adjustment revenue from prior periods enrollments, which was $19.1 million during the three months ended June 30, 2025 compared to $10.7 million during the same period in 2024, and

◦ improved constrained LTV of commissions per approved member for Medicare Advantage and Medicare Supplement products,

◦ partially offset by a 19%, 11%, and 6% decrease in Medicare Advantage, Medicare Supplement and Medicare Part D plan approved members, respectively.

Other revenue decreased $3.0 million, or 33%, during the three months ended June 30, 2025 compared to the same period in 2024 primarily due to a decrease in sponsorship and advertising revenue.

Six Months Ended June 30, 2025 and 2024 – Commission revenue increased $15.9 million, or 12%, during the six months ended June 30, 2025 compared to the same period in 2024 due to:

◦ a 35% decline in individual and family plan approved members, partially offset by a 5% and 8% increase in ancillary and small business insurance plan approved members, respectively.

• a $0.1 million increase in our Medicare segment commission revenue driven by:

◦ higher net adjustment revenue from prior periods enrollments, which was $12.1 million during the three months ended September 30, 2025 compared to $1.1 million during the same period in 2024;

◦ improved constrained LTV of commissions per approved member for Medicare Supplement plans;

◦ partially offset by an overall 27% decrease in Medicare plan approved members, as well as a decrease in constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D prescription plan approved members.

Other revenue decreased $3.5 million, or 35%, during the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a $2.7 million decrease in sponsorship and advertising revenue.

Nine Months Ended September 30, 2025 and 2024 – Commission revenue increased $14.9 million, or 8%, during the nine months ended September 30, 2025 compared to the same period in 2024 due to:

• a $20.6 million, or 13%, increase in our Medicare segment commission revenue driven by:

◦ an overall 4% increase in Medicare plan approved members, specifically driven by 10% growth in Medicare Advantage approved members,

◦ improved constrained LTV of commissions per approved member for Medicare Advantage and Medicare Supplement products, and

◦ net adjustment revenue from prior periods of $27.1 million during the six months ended June 30, 2025 compared to $11.7 million in the same period in 2024.

◦ higher net adjustment revenue from prior periods, which was $39.1 million during the nine months ended September 30, 2025 compared to $12.8 million during the same period in 2024;

◦ improved constrained LTV of commissions per approved member for Medicare Supplement plans;

◦ partially offset by an overall 4% decrease in Medicare plan approved members, specifically driven by 41% decline in Medicare Supplement plan approved members.

• a $5.7 million, or 27%, decrease in our E&I segment commission revenue driven by:

◦ a 26% and 21% decline in individual and family plan and small business plan approved members, respectively, slightly offset by an increase in ancillary approved members,

◦ lower net adjustment revenue from prior periods enrollments, which was $1.2 million during the six months ended June 30, 2025 compared to $2.3 million in the same period in 2024, and

Other revenue decreased $0.8 million, or 4%, during the six months ended June 30, 2025 compared to the same period in 2024 due to a $4.8 million decrease in sponsorship and advertising revenue, partially offset by a $4.1 million increase in fee-based revenue driven by the expansion of our fee-based BPO arrangements.

◦ a 28% and 12% decline in individual and family plan and small business plan approved members, respectively;

◦ lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and short-term health plans;

◦ lower net adjustment revenue from prior periods enrollments, which was $1.3 million during the nine months ended September 30, 2025 compared to $2.4 million in the same period in 2024;

◦ partially offset by an increase in ancillary approved members and higher constrained LTV of commissions per approved member for dental and small business plans.

Other revenue decreased $4.4 million, or 14%, during the nine months ended September 30, 2025 compared to the same period in 2024 due to a $7.4 million decrease in sponsorship and advertising revenue, partially offset by a $3.4 million increase in fee-based revenue driven by the expansion of our fee-based business process outsourcing services (“BPO”) arrangements.

See Summary of Selected Metrics above and Segment Information below for further discussion.

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% of total revenue 45 % 51 % 38 % 44 %

Three Months Ended June 30, 2025 and 2024 – Marketing and advertising expenses decreased $5.4 million, or 20%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $4.4 million decrease in variable advertising costs and a $0.7 million decrease in personnel and compensation costs.

Three Months Ended September 30, 2025 and 2024 – Marketing and advertising expenses decreased $5.3 million, or 18%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $5.8 million decrease in variable advertising costs, partly offset by an increase of $0.4 million in personnel and compensation costs.

The decrease in variable advertising costs was primarily due to an intentional decrease in affiliate partner channel spend due to the dual-eligible regulations that became effective in 2025, which contributed to decreased Medicare Advantage submissions.

Six Months Ended June 30, 2025 and 2024 – Marketing and advertising expenses decreased $2.9 million, or 4%, during the six months ended June 30, 2025 compared to the same period in 2024, driven by a $0.7 million decrease in operating costs due to lower software and consulting expenses, a $0.7 million decrease in fixed marketing costs, a $0.6 million decrease in cost of revenue and a $0.5 million decrease in variable advertising costs.

The decrease in variable advertising costs was due to a decreased spend in our affiliate partner channels partially offset by increased investment in direct marketing channels.

Nine Months Ended September 30, 2025 and 2024 – Marketing and advertising expenses decreased $8.2 million, or 9%, during the nine months ended September 30, 2025 compared to the same period in 2024, driven by a $6.3 million decrease in variable advertising costs, a $0.8 million decrease in fixed marketing costs, a $0.7 million decrease in operating costs due to lower consulting and software expenses and a $0.5 million decrease in cost of revenue.

The decrease in variable advertising costs was primarily due to decreased spend in our affiliate partner channels partially offset by increased investment in direct marketing channels.

Customer Care and Enrollment

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% of total revenue 68 % 67 % 45 % 46 %

Three Months Ended June 30, 2025 and 2024 – Customer care and enrollment expenses decreased $0.6 million, or 2%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily due to a $0.9 million decrease in personnel and compensation costs as we implemented a more flexible structure in our telesales organization to adjust to anticipated enrollment volumes, partially offset by a $0.3 million increase in other operating expenses due to higher third-party recruiting and software costs.

Six Months Ended June 30, 2025 and 2024 – Customer care and enrollment expenses increased $3.7 million, or 6%, during the six months ended June 30, 2025 compared to the same period in 2024.

This increase was primarily due to a $5.0 million increase in personnel and compensation costs associated with a higher number of screeners, licensed benefit advisors and retention advisors to support the continued momentum in consumer demand during the first quarter of 2025 Medicare Advantage OEP, partially offset by a $1.0 million decrease in other operating expenses due to lower recruiting and licensing costs, offset by higher software costs, and a $0.4 million decrease in stock based compensation expense.

Three Months Ended September 30, 2025 and 2024 – Customer care and enrollment expenses decreased $2.5 million, or 6%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily due to a $3.3 million decrease in personnel and compensation costs, partly offset by a $1.0 million increase in other operating expenses due to higher consulting costs.

The decline in personnel and compensation costs was due to the implementation of a more flexible structure in our telesales organization to adjust for anticipated enrollment volumes, partially offset by costs associated with a more tenured benefit advisor group and an increased number of retention advisors ahead of the 2026 AEP.

Nine Months Ended September 30, 2025 and 2024 – Customer care and enrollment expenses increased $1.2 million, or 1%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to a $1.7 million increase in personnel and compensation costs partly offset by a $0.6 million decrease in stock based compensation expense.

The higher personnel and compensation costs were associated with a higher number of screeners, licensed benefit advisors and retention advisors to support the increased consumer demand during the first quarter of 2025 Medicare Advantage OEP and in preparation for the 2026 AEP, partially offset by the implementation of a more flexible structure in our telesales organization to adjust for anticipated enrollment volumes as needed.

Technology and Content

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Three Months Ended June 30, 2025 and 2024 – Technology and content expenses decreased $1.7 million, or 13%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $1.5 million decrease in personnel and compensation costs and a $0.8 million decrease in amortization of internally developed software, partly offset by an increase of $0.8 million in other operating costs, particularly consulting expenses.

Six Months Ended June 30, 2025 and 2024 – Technology and content expenses decreased $2.4 million, or 9%, during the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $1.9 million decrease in personnel and compensation costs, a $1.2 million decrease in amortization of internally developed software and a $0.4 million decrease in stock-based compensation expense, partly offset by an increase of $1.1 million in other operating costs, particularly consulting expenses.

Three Months Ended September 30, 2025 and 2024 – Technology and content expenses decreased $0.5 million, or 4%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $0.7 million decrease in amortization of internally developed software.

Nine Months Ended September 30, 2025 and 2024 – Technology and content expenses decreased $2.9 million, or 7%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $1.9 million decrease in amortization of internally developed software, a $1.6 million decrease in personnel and compensation costs and a $0.6 million decrease in stock-based compensation expense, partially offset by an increase of $1.2 million in other operating costs, particularly consulting expenses.

General and Administrative

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2025 2024 $ % 2025 2024 $ %

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% of total revenue 41 % 35 % 27 % 29 %

Three Months Ended June 30, 2025 and 2024 – General and administrative expenses decreased $0.8 million, or 4%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $0.8 million decrease in stock based compensation expense and a $0.5 million decrease in facilities and other operating expenses, partly offset by an increase of $0.6 million in personnel and compensation costs.

Six Months Ended June 30, 2025 and 2024 – General and administrative expenses decreased $3.1 million, or 7%, during the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $1.9 million decrease in stock based compensation expense, a $1.3 million decrease in professional fees and a $0.8 million decrease in facilities and other operating expenses, partly offset by an increase of $1.1 million in personnel and compensation costs.

Three Months Ended September 30, 2025 and 2024 – General and administrative expenses increased $1.6 million, or 8%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $1.9 million increase in personnel and compensation costs and a $0.7 million increase in professional fees, partly offset by a $0.4 million decrease in stock based compensation expense and a $0.4 million decrease in other expenses.

Nine Months Ended September 30, 2025 and 2024 – General and administrative expenses decreased $1.5 million, or 2%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $2.3 million decrease in stock based compensation expense, a $0.9 million decrease in facilities and other operating expenses, a $0.6 million decrease in professional fees and a $0.5 million decrease in other expenses, partly offset by an increase of $3.0 million in personnel and compensation costs.

Impairment, Restructuring and Other Charges

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Three Months Ended

June 30, Change Six Months Ended

June 30, Change

September 30, Change Nine Months Ended

September 30, Change

2025 2024 $ % 2025 2024 $ %

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% of total revenue 1 % — % 1 % 4 %

Three Months Ended June 30, 2025 and 2024 – We incurred $1.6 million in impairment, restructuring and other charges for the three months ended June 30, 2025 compared to $3.0 million for the same period in 2024.

Three Months Ended September 30, 2025 and 2024 – We incurred $0.5 million in impairment, restructuring and other charges for the three months ended September 30, 2025 compared to $0.1 million for the same period in 2024.

The charges in 2025 consisted of $0.5 million of pre-tax operating lease right-of-use asset impairment charges related to certain vacated leased office spaces.

We also incurred $1.1 million of restructuring charges which were primarily related to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives.

The charges in 2024 consisted of $1.9 million of impairment charges related to our leased office spaces, specifically related to our operating lease right-of-use assets.

We also incurred $1.1 million of restructuring charges which were primarily related to employee termination benefits as a result of continued cost reduction efforts since the beginning of 2024.

Six Months Ended June 30, 2025 and 2024 – We incurred $1.6 million impairment, restructuring and other charges for the six months ended June 30, 2025 compared to $9.3 million for the same period in 2024.

The charges in 2024 consisted of $0.1 million of restructuring charges which were primarily related to employee termination benefits as a result of continued cost reduction efforts since the beginning of 2024.

Nine Months Ended September 30, 2025 and 2024 – We incurred $2.0 million impairment, restructuring and other charges for the nine months ended September 30, 2025 compared to $9.4 million for the same period in 2024.

The charges in 2025 consisted of $0.9 million of impairment charges related to our operating lease right-of-use assets.

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Three Months Ended

June 30, Change Six Months Ended

June 30, Change

September 30, Change Nine Months Ended

September 30, Change

2025 2024 $ % 2025 2024 $ %

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% of total revenue (4) % (5) % (3) % (4) %

Three Months Ended June 30, 2025 and 2024 – Interest expense decreased by $0.5 million, or 18%, three months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $0.2 million decrease in debt interest expense as a result of lower interest rates.

Six Months Ended June 30, 2025 and 2024 – Interest expense decreased by $0.7 million, or 12%, during the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $0.6 million decrease in debt interest expense as a result of lower interest rates.

Three Months Ended September 30, 2025 and 2024 – Interest expense decreased by $0.5 million, or 17%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $0.3 million decrease in debt interest expense as a result of lower interest rates.

Nine Months Ended September 30, 2025 and 2024 – Interest expense decreased by $1.1 million, or 13%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $0.8 million decrease in debt interest expense as a result of lower interest rates.

Other Income, Net

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Three Months Ended

June 30, Change Six Months Ended

June 30, Change

September 30, Change Nine Months Ended

September 30, Change

2025 2024 $ % 2025 2024 $ %

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% of total revenue 2 % 3 % 2 % 3 %

Three Months Ended June 30, 2025 and 2024 – Other income, net, was $1.3 million during the three months ended June 30, 2025, compared to other income, net, of $2.3 million during the three months ended June 30, 2024.

The change was primarily due to a $0.9 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the three months ended June 30, 2025.

Six Months Ended June 30, 2025 and 2024 – Other income, net, was $2.9 million during the six months ended June 30, 2025, compared to $4.7 million during the six months ended June 30, 2024.

The change was primarily due to a $1.7 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the six months ended June 30, 2025.

Three Months Ended September 30, 2025 and 2024 – Other income, net, was $1.0 million during the three months ended September 30, 2025, compared to other income, net, of $1.7 million during the three months ended September 30, 2024.

The change was primarily due to a $0.8 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the three months ended September 30, 2025.

Nine Months Ended September 30, 2025 and 2024 – Other income, net, was $3.9 million during the nine months ended September 30, 2025, compared to $6.4 million during the nine months ended September 30, 2024.

The change was primarily due to a $2.5 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the nine months ended September 30, 2025.

Benefit from Income Taxes

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Three Months Ended

June 30, Change Six Months Ended

June 30, Change

September 30, Change Nine Months Ended

September 30, Change

2025 2024 $ % 2025 2024 $ %

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Effective tax rate 26.2 % 4.3 % 25.5 % 4.1 %

Three Months Ended June 30, 2025 and 2024 – Our effective tax rate of 27.7% for the three months ended June 30, 2025 was higher than our 1.8% effective tax rate for the three months ended June 30, 2024 primarily due to a change from using the actual effective tax rate method to calculate our provision for income taxes for the period ended June 30, 2024 to using an annualized effective tax rate method for the period ended June 30, 2025 and changes in valuation allowance during the period ended June 30, 2024.

Our effective tax rate for the three months ended June 30, 2025 was higher than the statutory federal tax rate due primarily to state taxes, nondeductible stock-based compensation, and lobbying expenses, partially offset by research and development credits and discrete adjustments.

Six Months Ended June 30, 2025 and 2024 – Our effective tax rate of 24.0% for the six months ended June 30, 2025 was higher than our 4.0% effective tax rate for the six months ended June 30, 2024 primarily due to a change from using the actual effective tax rate method to calculate our provision for income taxes for the period ended June 30, 2024 to using an annualized effective tax rate method for the period ended June 30, 2025 and changes in valuation allowance during the period ended June 30, 2024.

Our effective tax rate for the six months ended June 30, 2025 was higher than the statutory federal tax rate due primarily to state taxes, nondeductible stock-based compensation and lobbying expenses, partially offset by research and development credits and discrete adjustments.

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

Three Months Ended September 30, 2025 and 2024 – Our effective tax rate of 26.2% for the three months ended September 30, 2025 was higher than our 4.3% effective tax rate for the three months ended September 30, 2024 primarily due to a change from using the actual effective tax rate method to calculate our provision for income taxes for the period ended September 30, 2024 to using an annualized effective tax rate method for the period ended September 30, 2025 along with changes in valuation allowance during the period ended September 30, 2024.

Our effective tax rate for the three months ended September 30, 2025 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.

Nine Months Ended September 30, 2025 and 2024 – Our effective tax rate of 25.5% for the nine months ended September 30, 2025 was higher than our 4.1% effective tax rate for the nine months ended September 30, 2024 primarily due to a change from using the actual effective tax rate method to calculate our provision for income taxes for the period ended September 30, 2024 to using an annualized effective tax rate method for the period ended September 30, 2025 along with changes in valuation allowance during the period ended September 30, 2024.

Our effective tax rate for the nine months ended September 30, 2025 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.

On July 4, 2025, President Trump signed into law the 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.

The OBBBA was enacted during the quarter ended September 30, 2025 and did not have a material impact on our financial statements.

Segment Information

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

Our operating segment revenue and segment gross profit are summarized as follows (in thousands):

Our operating segment revenue and segment gross profit (loss) are summarized as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 % Change 2025 2024 % Change

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(106) (13) * 158 (245) 164 %

Medicare segment gross profit

$ 19,145 $ 15,204 26 % $ 54,892 $ 37,252 47 %

Medicare segment gross profit (loss) $ (1,153) $ (5,624) 79 % $ 53,739 $ 31,628 70 %

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 % Change 2025 2024 % Change

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(87) (89) 2 % (241) (300) 20 %

E&I segment gross profit (loss) $ (257) $ 3,682 (107) % $ 5,731 $ 11,087 (48) %

E&I segment gross profit $ 973 $ 1,843 (47) % $ 6,704 $ 12,930 (48) %

* Percentage calculated is not meaningful.

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 % Change 2025 2024 % Change

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(193) (102) (89) % (83) (545) 85 %

Total segment gross profit

$ 18,888 $ 18,886 — % $ 60,623 $ 48,339 25 %

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

Total segment gross profit (loss) $ (180) $ (3,781) 95 % $ 60,443 $ 44,558 36 %

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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Medicare Segment

Three Months Ended June 30, 2025 and 2024 – Revenue from our Medicare segment decreased $1.2 million, or 2%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily driven by:

• a $2.8 million decrease in Medicare segment other revenue driven by a $2.7 million decline in sponsorship and advertising revenue,

Three Months Ended September 30, 2025 and 2024 – Revenue from our Medicare segment decreased $3.3 million, or 6%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by:

• a $3.4 million decrease in Medicare segment other revenue primarily driven by a $2.6 million decline in sponsorship and advertising revenue;

• partially offset by a $0.1 million increase in Medicare segment commission revenue primarily due to:

◦ higher net adjustment revenue from prior periods enrollments, which was $19.1 million during the three months ended June 30, 2025 compared to $10.7 million during the same period in 2024, and

◦ improved constrained LTV of commissions per approved member for Medicare Advantage and Medicare Supplement products,

◦ partially offset by a decrease in approved members across all Medicare products.

Our Medicare segment gross profit was $19.1 million for the three months ended June 30, 2025, an increase of $3.9 million or 26%, compared to the same period in 2024 primarily driven by:

◦ higher net adjustment revenue from prior periods enrollments, which was $12.1 million during the three months ended September 30, 2025 compared to $1.1 million during the same period in 2024;

◦ improved constrained LTV of commissions per approved member for Medicare Supplement plans;

◦ partially offset by a decrease in approved members across all Medicare products and a decrease in constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D prescription plans.

Our Medicare segment gross loss was $1.2 million for the three months ended September 30, 2025, an improvement of $4.5 million, or 79%, compared to the same period in 2024 primarily driven by:

• a $5.6 million and $2.3 million decrease in variable marketing and advertising and segment CC&E expenses, respectively, primarily due to targeted cost reduction efforts as a result of the dual-eligible regulations that became effective in 2025;

• partially offset by a $3.3 million decrease in Medicare segment revenue.

Six Months Ended June 30, 2025 and 2024 – Revenue from our Medicare segment increased $20.1 million, or 14%, during the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by:

Nine Months Ended September 30, 2025 and 2024 – Revenue from our Medicare segment increased $16.8 million, or 9%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by:

• a $20.6 million increase in Medicare segment commission revenue primarily due to:

◦ a 10% increase in Medicare Advantage plan approved members, slightly offset by a decline in approved members for Medicare Supplement and Medicare Part D plans,

◦ higher net adjustment revenue, which was $27.1 million for the six months ended June 30, 2025 compared to $11.7 million for the six months ended June 30, 2024, and

◦ improved constrained LTV of commissions per approved member for Medicare Advantage and Medicare Supplement products.

• a $0.5 million decrease in Medicare segment other revenue driven by a $4.8 million decrease in sponsorship and advertising revenue, partly offset by a $4.1 million increase in fee-based revenue due to growth BPO arrangements.

Our Medicare segment gross profit was $54.9 million for the six months ended June 30, 2025, an increase of $17.6 million or 47%, compared to the same period in 2024 primarily driven by:

• a $20.1 million increase in Medicare segment revenue and a $1.0 million decrease in variable marketing and advertising expenses,

• partially offset by an increase of $3.9 million in segment CC&E expenses primarily due to the continued execution of our initiatives to attract and retain beneficiaries, including having a larger group of screeners and benefit advisors in the first quarter of 2025 compared to the same period in 2024 to support the OEP, slightly offset by cost reduction efforts supported by our more flexible telesales organization structure during the second quarter of 2025.

◦ higher net adjustment revenue, which was $39.1 million for the nine months ended September 30, 2025 compared to $12.8 million during the same period in 2024, and

◦ improved constrained LTV of commissions per approved member for Medicare Supplement plans;

◦ partially offset by an overall 4% decrease in Medicare plan approved members and a decline in constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D prescription plans.

• a $3.8 million decrease in Medicare segment other revenue driven by a $7.4 million decrease in sponsorship and advertising revenue, partly offset by a $3.4 million increase in fee-based revenue due to growth in BPO arrangements.

Our Medicare segment gross profit was $53.7 million for the nine months ended September 30, 2025, an increase of $22.1 million, or 70%, compared to the same period in 2024 primarily driven by:

• a $16.8 million increase in Medicare segment revenue;

• a $6.5 million decrease in variable marketing and advertising expenses;

• partially offset by an increase of $1.6 million in segment CC&E expenses primarily due to

◦ the continued execution of our initiatives to attract and retain beneficiaries which resulted in a larger number of screeners and licensed benefit and retention advisors to support the consumer demand during the first quarter of 2025 Medicare Advantage OEP;

◦ an increased number of licensed benefit and retention advisors in preparation for the 2026 AEP;

◦ partially offset by cost reduction efforts supported by our more flexible telesales organization structure during the second and third quarters of 2025.

Employer and Individual Segment

Three Months Ended June 30, 2025 and 2024 – Revenue from our E&I segment decreased $3.9 million, or 59%, during the three months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $3.7 million decrease in commission revenue due to:

• a 41% and 9% decline in individual and family plan and small business plan approved members, respectively, compared to the same period in 2024;

• lower net adjustment revenue year-over-year, which was $(1.3) million for the three months ended June 30, 2025 compared to $0.8 million in three months ended June 30, 2024.

Our E&I segment gross loss was $0.3 million for the three months ended June 30, 2025, a decrease of $3.9 million, compared to the same period in 2024 primarily driven by the $3.9 million decrease in E&I segment revenue.

Six Months Ended June 30, 2025 and 2024 – Revenue from our E&I segment decreased $5.0 million, or 29%, during the six months ended June 30, 2025 compared to the same period in 2024, primarily driven by a $4.7 million decrease in commission revenue as a result of:

• a 26% and 21% decline in individual and family plan and small business plan approved members, respectively, compared to the same period in 2024;

• lower net adjustment revenue year-over-year, which was $1.2 million for the six months ended June 30, 2025 compared to $2.3 million in six months ended June 30, 2024;

Our E&I segment gross profit was $5.7 million for the six months ended June 30, 2025, a decrease of $5.4 million, or 48%, compared to the same period in 2024 primarily driven by a $5.0 million decrease in E&I segment revenue and a $0.4 million increase in variable marketing and advertising expenses.

Three Months Ended September 30, 2025 and 2024 – Revenue from our E&I segment decreased $1.3 million, or 24%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $1.1 million decrease in commission revenue due to a 35% decline in individual and family plan approved members compared to the same period in 2024.

Our E&I segment gross profit was $1.0 million for the three months ended September 30, 2025, a decrease of $0.9 million, compared to the same period in 2024 primarily driven by:

• a $1.3 million decrease in E&I segment revenue;

• partially offset by a $0.2 million decrease in variable marketing expense and a $0.2 million decrease in segment CC&E expense.

Nine Months Ended September 30, 2025 and 2024 – Revenue from our E&I segment decreased $6.3 million, or 28%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $5.7 million decrease in commission revenue as a result of:

• lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and short-term health plans, partially offset by higher constrained LTV of commissions per approved member for dental and small business plans.

• a 28% and 12% decline in individual and family plan and small business plan approved members, respectively, compared to the same period in 2024, partially offset by a 13% increase in ancillary plan approved members;

• lower net adjustment revenue year-over-year, which was $1.3 million for the nine months ended September 30, 2025 compared to $2.4 million in nine months ended September 30, 2024.

Our E&I segment gross profit was $6.7 million for the nine months ended September 30, 2025, a decrease of $6.2 million, or 48%, compared to the same period in 2024 primarily driven by a $6.3 million decrease in E&I segment revenue.

Liquidity and Capital Resources

As of June 30, 2025, we had cash, cash equivalents and short-term marketable securities of $105.2 million.

During the six months ended June 30, 2025, we generated operating cash flow of $35.9 million as summarized below.

As of September 30, 2025, we had cash, cash equivalents and short-term marketable securities of $75.3 million.

During the nine months ended September 30, 2025, we generated operating cash flow of $10.6 million as summarized below.

We have historically financed our operations primarily through cash generated from our operations, equity issuances and debt financing.

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Our cash, cash equivalents and short-term marketable securities are summarized as follows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 63,089 $ 39,197

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Cash equivalents, which are comprised of financial instruments with an original maturity of 90 days or less from the date of purchase, primarily consist of money market funds, commercial paper and government securities.

We also maintained $3.1 million in restricted cash as of June 30, 2025 and December 31, 2024.

We also maintained $3.1 million in restricted cash as of September 30, 2025 and December 31, 2024.

Material Cash Requirements

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See Note 8 – Commitments and Contingencies in our Notes to Condensed Consolidated Financial Statements.

Short-term obligations were $8.8 million for leases and $7.8 million for service and licensing as of June 30, 2025.

Long-term obligations were $18.6 million for leases and $2.8 million for service and licensing as of June 30, 2025.

Short-term obligations were $8.8 million for leases and $12.7 million for service and licensing as of September 30, 2025.

Long-term obligations were $17.0 million for leases and $2.4 million for service and licensing as of September 30, 2025.

We expect to fund these obligations through our existing cash and cash equivalents and cash generated from operations.

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Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”) (the “H.I.G.

Investment Agreement”), we issued and sold 2,250,000 shares of Series A convertible preferred stock

(“Series A Preferred Stock”) at an aggregate purchase price of $225.0 million to H.I.G.

Investment Agreement”), we issued and sold 2,250,000 shares of Series A convertible preferred stock (“Series A Preferred Stock”) at an aggregate purchase price of $225.0 million to H.I.G.

in a private placement and received $214.0 million net proceeds on April 30, 2021 .

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

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

Investment Agreement also provides certain redemption rights on or after April 2027.

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to accelerate the redemption of the Series A Preferred Stock nor is it expected to materially impact our ability to generate and obtain adequate amounts of cash to meet our short-term or long-term requirements.

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.

Term Loan Credit Agreement

On February 28, 2022, we entered into a term loan credit agreement providing for a $70.0 million secured term loan credit facility with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement), which agreement was subsequently amended on August 16, 2022 (the “First Amendment”) to update our borrowing benchmark from LIBOR to SOFR (as amended by the First Amendment, the “First Amended Credit Agreement”).

On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the Second Amendment, the “Credit Agreement”) which extends the maturity date of the Credit Agreement from February 2025 to February 2026 and, among other things, reduces the overall interest rate of the term loan beginning on the effective date of the Second Amendment.

On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the Second Amendment, the “Second Amended Credit Agreement”) which extended the maturity date of the Second Amended Credit Agreement from February 2025 to February 2026 and, among other things, reduced the overall interest rate of the term loan beginning on the effective date of the Second Amendment.

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

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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 the three-month Adjusted Term SOFR plus 1.00%.

The base rate is the highest of the prime rate, the federal funds rate plus 0.50% and the

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 $2.3 million and $4.6 million, respectively.

As of June 30, 2025, the carrying value of the loan under the Credit Agreement was $69.1 million and we were in compliance with our loan covenants.

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 $2.3 million and $6.9 million, respectively.

As of September 30, 2025, the carrying value of the loan under the Credit Agreement was $69.4 million and we were in compliance with our loan covenants.

See Note 12 – Debt in our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Credit Agreement.

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We believe our current cash, cash equivalents and short-term marketable securities, including the proceeds from the equity financing we obtained on April 30, 2021 under the H.I.G.

Investment Agreement and the term loan we obtained on February 28, 2022 under the Credit Agreement, and expected cash collections will be sufficient to fund our operations for at least 12 months after the filing date of this Quarterly Report on Form 10-Q, in addition to refinancing or selecting other alternative arrangements based on market conditions for our term loan under our Credit Agreement that matures in February 2026.

Our future capital requirements will depend on many factors, including our enrollment volume, membership, retention rates, telesales conversion rates, and our level of investment in technology and content, marketing and advertising, customer care and enrollment and other initiatives.

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Cash Activities

Our cash flows for the six months ended June 30, 2025 and 2024 are summarized as follows (in thousands):

Six Months Ended

Our cash flows for the nine months ended September 30, 2025 and 2024 are summarized as follows (in thousands):

Nine Months Ended

September 30,

Net cash provided by operating activities $ 10,604 $ 9,296

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

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

Net cash used in financing activities (5,819) (4,691)

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As a result, the net cash flow resulting from approved applications is generally negative in the period of revenue recognition and becomes positive over the lifetime of the member.

In periods of membership growth, cash receipts associated with new and continuing members may be less than the cash outlays to acquire new members and could adversely impact our operating cash flows.

In periods of membership growth, cash

receipts associated with new and continuing members may be less than the cash outlays to acquire new members and could adversely impact our operating cash flows.

Our fee-based BPO arrangements generate fee-based revenue, which is recorded in other revenue, and cash is collected in advance or in close proximity to when revenue is recognized.

Six Months Ended June 30, 2025 – Net cash provided by operating activities was $35.9 million during the six months ended June 30, 2025 driven by changes in net operating assets and liabilities of $41.7 million and adjustments for non-cash items of $9.7 million, partially offset by net loss of $15.4 million.

Cash provided by changes in net operating assets and liabilities during the six months ended June 30, 2025 primarily consisted of decreases of $83.5 million in contract assets – commissions receivable and $15.0 million in accounts receivable, partially offset by decreases of $26.8 million in accrued compensation and related expenses, $17.6 million in accounts payable and $12.6 million in accrued marketing expenses.

Adjustments for non-cash items primarily consisted of $7.7 million of stock-based compensation expense, $6.5 million of amortization of internally developed software, partially offset by a $5.2 million decrease due to the change in deferred income taxes.

Six Months Ended June 30, 2024 – Net cash provided by operating activities was $38.6 million during the six months ended June 30, 2024, primarily driven by changes in net operating assets and liabilities of $59.5 million

and adjustments for non-cash items of $24.0 million, partially offset by a net loss of $45.0 million.

Cash provided by changes in net operating assets and liabilities during the six months ended June 30, 2024 primarily consisted of a decrease of $86.7 million in contract assets – commissions receivable and $2.8 million in accounts receivable, a $2.3 million increase in accrued expenses and other liabilities and a $2.0 million increase in deferred revenue, partly offset by decreases of $20.8 million in accrued compensation and related expenses and $12.5 million in accrued marketing expenses.

Nine Months Ended September 30, 2025 – Net cash provided by operating activities was $10.6 million during the nine months ended September 30, 2025 driven by changes in net operating assets and liabilities of $52.3 million and adjustments for non-cash items of $5.4 million, partially offset by net loss of $47.1 million.

Cash provided by changes in net operating assets and liabilities during the nine months ended September 30, 2025 primarily consisted of decreases of $92.8 million in contract assets – commissions receivable and $15.0 million in accounts receivable, partially offset by decreases of $19.6 million in accrued compensation and related expenses, $17.1 million in accounts payable and $11.1 million in accrued marketing expenses, as well as an increase of $7.7 million in prepaid expenses and other assets.

Adjustments for non-cash items primarily consisted of $11.6 million of stock-based compensation expense and $9.2 million of amortization of internally developed software, partially offset by a $17.0 million decrease due to the change in deferred income taxes.

Nine Months Ended September 30, 2024 – Net cash provided by operating activities was $9.3 million during the nine months ended September 30, 2024, primarily driven by changes in net operating assets and liabilities of $66.1 million and adjustments for non-cash items of $30.7 million, partially offset by a net loss of $87.4 million.

Cash provided by changes in net operating assets and liabilities during the nine months ended September 30, 2024 primarily consisted of a decrease of $104.6 million in contract assets – commissions receivable, partially offset by decreases of $14.6 million in accrued compensation and benefits and $11.1 million in accrued marketing expenses as well as an increase of $9.9 million in prepaid expenses and other assets and an increase of $1.9 million in accounts receivable.

Adjustments for non-cash items primarily consisted of $15.1 million of stock-based compensation expense, $11.0 million of amortization of internally developed software and $7.4 million of impairment charges, partially offset by a $4.3 million decrease due to the change in deferred income taxes.

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Our investing activities primarily consist of purchases and redemption of marketable securities, purchases of computer hardware and software to enhance our website and advisor enrollment center operations and capitalized internal-use software.

Six Months Ended June 30, 2025 – Net cash used in investing activities of $4.6 million for the six months ended June 30, 2025 mainly consisted of $61.9 million used to purchase marketable securities and $7.4 million in capitalized internal-use software and website development costs, partially offset by $66.5 million in proceeds from the maturities and redemptions of marketable securities.

Six Months Ended June 30, 2024 – Net cash used in investing activities of $23.7 million for the six months ended June 30, 2024 mainly consisted of $37.4 million used to purchase marketable securities and $4.9 million in capitalized internal-use software and website development costs, partially offset by $19.0 million in proceeds from the maturities and redemptions of marketable securities..

Nine Months Ended September 30, 2025 – Net cash provided by investing activities of $19.0 million for the nine months ended September 30, 2025 mainly consisted of $106.0 million in proceeds from the maturities and redemptions of marketable securities, partially offset by $74.0 million used to purchase marketable securities and $10.8 million in capitalized internal-use software and website development costs.

Nine Months Ended September 30, 2024 – Net cash used in investing activities of $56.4 million for the nine months ended September 30, 2024 mainly consisted of $85.9 million used to purchase marketable securities and $8.1 million in capitalized internal-use software and website development costs, partially offset by $39.0 million in proceeds from the maturities and redemptions of marketable securities.

Financing Activities

Six Months Ended June 30, 2025 – Net cash used in financing activities of $4.5 million for the six months ended June 30, 2025 was due to a $2.9 million preferred stock dividend payment and $1.8 million in repurchases of shares to satisfy employee tax withholding obligations.

Six Months Ended June 30, 2024 – Net cash used in financing activities of $4.2 million for the six months ended June 30, 2024 was primarily due to a $2.7 million payment of preferred stock dividends and $1.9 million in repurchases of shares to satisfy employee tax withholding obligations.

Nine Months Ended September 30, 2025 – Net cash used in financing activities of $5.8 million for the nine months ended September 30, 2025 was primarily due to a $2.9 million preferred stock dividend payment, $2.1 million in repurchases of shares to satisfy employee tax withholding obligations and $1.0 million in payments for debt issuance costs.

Nine Months Ended September 30, 2024 – Net cash used in financing activities of $4.7 million for the nine months ended September 30, 2024 was primarily due to a $2.7 million payment of preferred stock dividends and $2.3 million in repurchases of shares to satisfy employee tax withholding obligations.

Open enrollment periods drive the seasonality of our business.

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Additionally, our Medicare Advantage plan-related commission revenue is also elevated in the first quarter compared to the second and third quarters as a result of the Medicare Advantage open enrollment period that occurs from January 1 st to March 31 st , when Medicare Advantage plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare Advantage plan and return to the Original Medicare program.

Any changes to or additional enrollment periods may change the seasonality of our business.

The annual open enrollment period for IFP plans takes place in the fourth quarter of the calendar year, as prescribed under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act.

As a result, we generate a significant portion of our commission revenue related to IFP plan-related enrollments in the fourth quarter.

enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.

Extended open enrollment or special enrollment periods may change the seasonality of our individual and family health insurance business.

In the states where the Federally Facilitated marketplace operates as the state health insurance exchange, individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state.

Changes in timing of the Medicare or individual and family health plan enrollment periods, adoption of new or special enrollment periods, changes in eligibility and subsidies applicable to the purchase of health insurance, and changes in the laws and regulations that govern the sale of health insurance may occur from time to time, and any such change may change the seasonality of our business.

We incur a significant portion of our marketing and advertising expenses in the fourth quarter as a result of the Medicare AEP and the open enrollment period under the Affordable Care Act.

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We plan to maintain our internal telesales benefit advisors year-round, net of natural attrition, and expect to increase our internal benefit advisors’ utilization outside of the enrollment periods by expanding our offerings of ancillary products and carrier call center outsourcing programs.

We plan to increase the use of career seasonal advisors as a percentage of our total telesales capacity beginning in 2025 to increase the flexibility of our telesales organization.

We began increasing the use of career seasonal advisors as a percentage of our total telesales capacity beginning in 2025 to increase the flexibility of our telesales organization.

We also engage seasonal advisors who are not full-time employees to support our seasonally high volume.

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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 2. Management’s Discussion and Analysis