What changed in this filing

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Item 1A. Risk Factors

2025-11-06 compared with 2025-08-07 · 101 added, 90 removed, 584 unchanged (25% of the section changed)

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The markets in which we participate are intensely competitive.

If we cannot compete effectively against current and future competitors, including government-run health insurance exchanges, our business, operating results and financial condition could suffer.

If we cannot compete effectively against current and future competitors, including government-run health insurance exchanges and marketplaces, our business, operating results and financial condition could suffer.

The market for selling health insurance plans is characterized by intense competition, and we face challenges associated with evolving distribution models, industry and regulatory standards, consumer price sensitivity and macro-economic conditions.

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We will also need to market our services effectively and drive a substantial number of consumers interested in purchasing health insurance to our website and advisor enrollment centers during the relevant enrollment periods in a cost-effective manner.

We compete with government-run health insurance exchanges, among others, with respect to our sale of Medicare-related and employer and individual health insurance plans.

We compete with government-run health insurance exchanges and marketplaces, among others, with respect to our sale of Medicare-related and employer and individual health insurance plans.

The federal government operates a website where Medicare beneficiaries can purchase Medicare Advantage and Medicare Part D prescription drug plans or be referred to carriers to purchase Medicare Supplement plans.

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The federal government also operates websites where individuals and small businesses can purchase health insurance, and they also have offline customer support and enrollment capabilities.

Our competitors also include local insurance agents across the United States who sell health insurance plans in their communities, companies

that advertise primarily through television, and companies that operate call centers or websites that provide quote information or the opportunity to purchase health insurance telephonically or online, including lead aggregator services.

Our competitors also include local insurance agents across the United States who sell health insurance plans in

their communities, companies that advertise primarily through television, and companies that operate call centers or websites that provide quote information or the opportunity to purchase health insurance telephonically or online, including lead aggregator services.

Although we work with many health insurance carriers on marketing and selling their insurance plans on their behalf, many of them also compete with us by directly marketing and selling their plans to consumers through call centers, Internet advertising and their own websites.

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As compared to us, our current and future competitors may be able to undertake more extensive marketing campaigns for their brands and services, devote more resources to website and systems development, negotiate more favorable commission rates and commission override payments and make more attractive offers to potential employees, marketing partners and third-party service providers.

Competitive pressures from government-run health insurance exchanges and other competitors may result in our experiencing increased marketing costs, especially during the Medicare annual enrollment period which may harm our business, operating results and financial condition.

Competitive pressures from government-run health insurance exchanges and marketplaces, and other competitors may result in our experiencing increased marketing costs, especially during the Medicare annual enrollment period which may harm our business, operating results and financial condition.

Our business may be harmed if we lose our relationship with health insurance carriers or our relationships with health insurance carriers are modified.

The success of our business depends upon our ability to enter into new and maintain existing relationships with health insurance carriers on favorable economic terms.

Any impairment of our relationship with, or the material financial impairment of, these health insurance carriers or our inability to enter into new relationships with other health insurance carriers could adversely affect our business, operating results and financial condition.

Our platform offers a broad choice of insurance products provided by over 180 health insurance carriers nationwide, including approximately 50 Medicare health insurance carriers.

In the ordinary course of business, the set of insurance carriers represented on our platform fluctuates, with carriers regularly being added or removed based on various factors such as consumer preferences, market conditions, carrier performance and distribution strategies, and the costs of supporting certain carriers.

Any impairment of our relationship with, or the material impairment of, these insurance carriers or our inability to enter into new relationships with other health insurance carriers could adversely affect our business, operating results and financial condition.

We and our carrier partners continuously reassess our partnerships and business objectives, and carriers that are removed from our platform may be added back in the future.

Our contractual relationships with health insurance carriers are typically non-exclusive and terminable on short notice by either party for any reason.

In many cases, health insurance carriers may also amend the terms of our agreements unilaterally, including commission rates, on short notice.

Health insurance carriers may decide to reduce our commissions, rely on their own internal distribution channels to sell their own plans, determine not to sell their plans or otherwise limit or prohibit us from selling their plans.

We may decide to modify or terminate our relationship with health insurance carriers for a number of reasons, which can impact the variety of plans that we can offer on our platform.

In many cases, health insurance carriers may also amend the terms of our agreements unilaterally on short notice.

Health insurance carriers may decide to reduce our commissions, rely on their own internal distribution channels to sell their own plans, change benefit offerings or increase premiums to a significant degree, which could result in the loss of beneficiaries for which we are the broker of record, or determine not to sell their plans or otherwise limit or prohibit us from selling their plans, including by exiting certain states or markets.

Carriers may also amend our agreements with them for a variety of reasons, including for competitive or regulatory reasons, dissatisfaction with the economics of the members that we place with them or because they do not want to be associated with our brand.

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Centers for Medicare & Medicaid Services (“CMS”), or applicable federal or state laws or regulations, health insurance carriers may terminate their relationship with us or require us to take corrective action if our Medicare product sales or marketing give rise to too many complaints.

The termination of our relationship with a health insurance carrier, the reduction of commission rates, or the amendment of or change in our relationship with a carrier has in the past reduced, and may in the future reduce, the variety, quality and affordability of health insurance plans we offer, cause a loss of commissions, including commissions for past and/or future sales, cause a reduction in the estimated constrained LTVs we use for revenue recognition purposes, result in a loss of existing and potential members, adversely impact our profitability or have other adverse impacts.

The termination of our relationship with a health insurance carrier, the reduction of commission rates, the amendment of or change in our relationship with a carrier, and the change in benefit offerings, increase in premiums or exit of certain states or markets by a carrier have in the past reduced, and may in the future reduce, the variety, quality and affordability of health insurance plans we offer, cause a loss of commissions, including commissions for past and/or future sales, cause a reduction in the estimated constrained lifetime value (“LTV”) of commissions we use for revenue recognition purposes, result in a loss of existing and potential members, adversely impact our profitability or have other adverse impacts.

Any of these could harm our business, operating results and financial condition.

Health insurance carriers may also determine to exit certain states or markets, change benefit offerings, or increase premiums to a significant degree, which could cause our members’ health insurance plans to be terminated or our members to purchase new health insurance plans or determine not to pay for health insurance at all.

If we lose these members, our business, operating results and financial condition could be harmed.

We derive a significant portion of our revenue from a small number of health insurance carriers.

Any impairment of our relationships with them or impairment of their businesses could adversely affect our business, operating results and financial condition.

Our revenue has been concentrated in a small number of health insurance carriers and we expect that a small number of health insurance carriers will continue to account for a significant portion of our revenue for the

foreseeable future.

For example, Humana, Aetna and UnitedHealthcare accounted for 23%, 13%, and 25%, respectively, of our total revenue for the six months ended June 30, 2025, and accounted for 27%, 21%, and 16%, respectively, of our total revenue for the six months ended June 30, 2024.

For example, Humana, UnitedHealthcare and Aetna collectively accounted for a majority of our total revenue in the first three quarters of 2025 and in 2024, and in the past, our revenue from certain of our top carriers have declined and we have ceased to do business with certain carriers.

As discussed elsewhere in this Risk Factors section, our contractual relationships with health insurance carriers are typically non-exclusive and terminable on short notice by either party for any reason.

In particular, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership or their ability to conduct business is otherwise impaired, our business, operating results and financial condition could be harmed.

Such carrier changes occur regularly as both we and our carrier partners continuously reassess partnerships and business objectives, and carriers that are removed from our platform may be added back in the future.

However, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a significant health insurance carrier to market their Medicare plans or if the health insurance carrier loses its Medicare product membership or their ability to conduct business is otherwise impaired, especially if any of our existing contract assets are impacted as a result of this, our business, operating results and financial condition could be harmed.

If we are unable to successfully attract and convert qualified prospects into members for whom we receive commissions, our business, operating results and financial condition would be harmed.

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It is critical to the success of our business that we reach out to consumers in our target audience through direct channels, including direct mail, television, internet search, social media and email.

We rely on media platforms that can effectively reach our target audience in a cost-efficient manner, and these media venue continue to be places where our consumer audience are active and receptive to our message.

We rely on media platforms that can effectively reach our target audience in a cost-efficient manner, and these media platforms continue to be places where our consumer audience are active and receptive to our message.

We anticipate that, as our market becomes increasingly competitive, these media platforms may become increasingly expensive.

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We compensate many of our marketing partners for their referrals on either a submitted health insurance application basis or a per-referral basis or, if they are licensed to sell health insurance, we may share a percentage of the commission we earn from the health insurance carrier for each member referred by the marketing partner.

relationships with marketing partners that utilize aspects of our platform and tools.

We also have relationships with marketing partners that utilize aspects of our platform and tools.

Given our reliance on our marketing partners, our business, operating results and financial condition would be harmed if we are unable to maintain successful relationships with high volume marketing partners as a result of increased competition for referrals or less commercially favorable terms.

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In recent years, we have implemented additional security and operational measures relating to our operations in China and have brought certain aspects of our operations in China back to the United States.

of our efforts, health insurance carriers may still terminate our relationship due to concerns surrounding our China operations, which would harm our business, operating results and financial condition.

In spite of our efforts, health insurance carriers may still terminate our relationship due to concerns surrounding our China operations, which would harm our business, operating results and financial condition.

Our operations in China also expose us to different laws, rules and regulations, including different intellectual property laws, which are not as protective of our intellectual property as the laws in the United States.

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The Medicare annual enrollment period occurs from October 15 to December 7 each year, the individual and family health insurance open enrollment period typically occurs from November 1 through December or January 15 each year for most states, and the Medicare Advantage open enrollment period, during which Medicare-eligible individuals enrolled in a Medicare Advantage plan can switch to the Original Medicare program or switch to a different Medicare Advantage plan, runs from January 1 through March 31 of each year.

As a result, we have traditionally experienced an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare plan-related expense, including marketing and advertising expenses, during the third and fourth quarters in connection with the open enrollment periods.

As a result, we have

traditionally experienced an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare plan-related expense, including marketing and advertising expenses, during the third and fourth quarters in connection with the open enrollment periods.

However, because commissions from approved consumers are paid to us over time, our operating results, and in particular, our operating cash flows, could be adversely impacted by a substantial increase in marketing and advertising expense.

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In recent years, we have appointed several new executive officers and other senior leaders across multiple functions, and we may experience additional changes in the future.

For example, in 2024, we appointed a new chief revenue officer and a new chief financial officer.

In addition, on September 18, 2025, Derrick Duke will succeed our current chief executive officer, Fran Soistman, who has agreed to serve as an executive advisor through December 31, 2025 to facilitate the transition.

The departure of our current or new chief executive officer, or other members of our senior management or other key employees, could result in additional employee attrition.

Any significant change in leadership could be detrimental to our business, operating results and financial condition.

For example, in 2024 and 2025, we appointed a new chief executive officer, a new chief financial officer and a new chief revenue officer.

The departure of our current or new executive officers or other members of our senior management or other key employees could result in additional employee attrition, loss of institutional knowledge and other business disruptions, any of which could harm our business, operating results and financial condition.

We also depend on a relatively small number of employees for certain key roles, and the loss of such key employees could harm our business.

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To sell Medicare-related health insurance products, our benefit advisors must be licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state.

We depend upon our staff, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our benefit advisors.

We depend upon our staff, state departments of insurance,

government exchanges and health insurance carriers for the licensing, certification and appointment of our benefit advisors.

We may experience difficulties recruiting and retaining a sufficient number of benefit advisors and support staff during the year and especially for the Medicare annual enrollment period.

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If our benefit advisors do not perform to the standards we expect of them or if we do not generate sufficient call volumes for our benefit advisors to remain productive, our sold plan volume, conversion and retention rates could be negatively impacted, and our business, operating results and financial condition would be harmed.

If investments we make in our advisor enrollment center operations do not result in the returns we expected when

making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed.

If investments we make in our advisor enrollment center operations do not result in the returns we expected when making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed.

Given that our business is seasonal in nature, if we are not successful in recruiting, training and retaining qualified benefit advisors and other workers, our benefit advisors or other workers do not perform to high standards or our investments in our advisor enrollment center operations do not result in expected returns, among other factors discussed in this risk factor, our ability to sell Medicare-related health insurance plans will be impaired during the Medicare annual enrollment period, which would harm our business, operating results and financial condition.

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Our self-insurance reserves could prove to be inadequate, resulting in liabilities in excess of our available insurance and self-insurance.

If a successful claim is made against us and is not covered by our

insurance or exceeds our policy limits, our business may be negatively and materially impacted.

If a successful claim is made against us and is not covered by our insurance or exceeds our policy limits, our business may be negatively and materially impacted.

These fluctuations could have a material adverse effect on our business, operating results and financial condition.

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For example, certain new CMS rules that were scheduled to become effective October 2024 (“CY 2025 Final Rules”) were set to reduce agent and broker payment amounts and regulate contractual terms with Medicare Advantage and Medicare Part D prescription drug plans and dual eligible special needs plans enrollments.

While CMS partially reversed the CY 2025 Final Rules in response to preliminary injunction orders in third-party lawsuits, the pending litigation challenging the CY 2025 Final Rules remains ongoing, and therefore significant uncertainty remains as to how the CY 2025 Final Rules may impact our operations and our business.

Each year, CMS publishes reimbursement rates for the Medicare Advantage program, and even if such rates are deemed more favorable, there remains significant uncertainty as to whether such rates would be sufficient for carriers will be able to cover margins or maintain their plan strategies to avoid further disruptions in their benefit offerings, premiums and geographic business goals and coverage.

While the court partially reversed the CY 2025 Final Rules in response to third-party lawsuits, CMS may again in the future directly or indirectly implement rules designed to reduce agent and broker compensation, which may impact our operations and our business.

Each year, CMS publishes reimbursement rates for the Medicare Advantage program, and even if such rates are deemed more favorable, there remains significant uncertainty as to whether such rates would be sufficient for carriers to cover margins or maintain their plan strategies to avoid further disruptions in their benefit offerings, premiums and geographic business goals and coverage.

We expect the Medicare market to remain fluid for the foreseeable future.

The election of President Trump and Republican control of both houses of Congress has resulted in significant changes in, and may continue to result in, uncertainty with respect to legislation, regulation, implementation and/or repeal of laws and rules related to government health programs, including Medicare, Medicaid and the Affordable Care Act.

The election of President Trump and Republican control of both houses of Congress has resulted in significant changes in, and may continue to

result in, uncertainty with respect to legislation, regulation, implementation and/or repeal of laws and rules related to government health programs, including Medicare, Medicaid and the Affordable Care Act.

For example, President Trump has issued various executive orders reversing several Biden administration healthcare policies, and additional executive orders may be forthcoming.

President Trump and other policymakers could consider legislative proposals impacting Medicaid, Medicare, the Affordable Care Act and other entitlement programs, and we expect there will be continued proposals targeting reimbursement methodologies and the number of individuals eligible for government healthcare programs.

President Trump and other policymakers could consider legislative proposals impacting Medicaid, Medicare, the Affordable Care Act and other entitlement programs, such as reducing, eliminating or allowing to expire certain subsidies, and we expect there will be continued proposals targeting reimbursement methodologies and the number of individuals eligible for government healthcare programs.

In addition, initiatives launched by the Department of Government Efficiency (“DOGE”) continue to identify opportunities for improving efficiency and reducing waste, fraud and abuse of government resources.

While we cannot predict the full impacts of these initiatives, changes are being made to

CMS spending, which could potentially impact beneficiary experience and could ultimately affect our financial condition and results of operation.

While we cannot predict the full impacts of these initiatives, changes are being made to CMS spending, which could potentially impact beneficiary experience and could ultimately affect our financial condition and results of operation.

The marketing and sale of health insurance plans, including Medicare plans, are subject to numerous, complex and frequently changing laws, regulations and guidelines.

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We have received, and may in the future receive, inquiries from CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations.

Inquiries and proceedings initiated by the government could adversely impact our health insurance licenses, require us to pay fines, require us to modify marketing and business practices, result in litigation and otherwise harm our business, operating results and financial condition.

Inquiries and proceedings initiated by the government could adversely impact our health insurance licenses, require us to pay

fines, require us to modify marketing and business practices, result in litigation and otherwise harm our business, operating results and financial condition.

Each year, CMS releases new rules relating to Medicare plans, which can have a material effect on our operations, our business, operating results and financial condition.

For example, CMS has proposed new rules scheduled to become effective in late 2025 (“CY 2026 Proposed Rules”) which, among other things, would increase the scope and complexity for required reviews and filing of marketing and communications, and require brokers and agents to make additional statements or disclosures on calls that will increase the time required to assist beneficiaries and may limit the ability of eHealth to timely assist all beneficiaries.

CMS subsequently announced that

it is deferring taking actions on certain marketing provisions but may evaluate them for future rule making.

These additional requirements, if enacted, may impact the viability of partnerships that we use for marketing efforts, may increase the chance of related litigation, and could impede or otherwise harm our business, operating results and financial condition.

CMS subsequently announced that it is deferring taking actions on certain marketing provisions but the rule requiring the incorporation of the provider directory data was adopted in the second issuance of the CY 2026 final rules.

In addition, CMS may evaluate these deferred provisions for future rule making.

These additional requirements, if enacted as currently proposed, may improve the efficiency and competitiveness of government-led exchanges and marketplaces, may impact the viability of partnerships that we use for marketing efforts, may increase the chance of related litigation, and could impede or otherwise harm our business, operating results and financial condition.

In addition, each state regulates its insurance market, including by regulating the ability of insurance companies to set premiums and prohibiting brokers and agents such as eHealth from competing in certain ways, such as offering price reductions and rebates or marketing in certain ways.

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Our business, operating results and financial condition may be materially and adversely affected if we are unable to adapt to regulatory changes.

We have been and may in the future be subject to various legal proceedings, including litigation or government enforcement actions, which could adversely affect our business, operating results and financial condition.

We have been and may in the future be subject to various legal proceedings, including litigation or government enforcement actions or regulatory inquiries, which could adversely affect our business, operating results and financial condition.

We are, and may in the future become, involved in various legal proceedings, litigation, governmental inquiries and enforcement actions, including labor and employment-related claims, claims relating to our marketing or sale of health insurance, intellectual property claims and claims relating to our compliance with securities laws.

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Compliance with state and federal privacy-related laws, particularly state legislation such as the California Consumer Privacy Act and its recent amendments, and increasingly robust industry standard security frameworks will result in cost increases due to an increased need for privacy compliance, oversight and monitoring, and the development of new processes to effectuate and demonstrate compliance.

The effects of potential non-compliance by us or third-party service providers, and enforcement actions, may result in increased costs to our business and reputational harm.

effects of potential non-compliance by us or third-party service providers, and enforcement actions, may result in increased costs to our business and reputational harm.

The privacy and cybersecurity legislative landscape is rapidly evolving on the state and federal level.

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If additional data privacy or data security laws are implemented, or our health insurance carrier or other partners determine to impose requirements on us relating to data privacy security, we may not be able to timely comply with such requirements or such requirements may not be compatible with our current processes.

Changing our processes could be time-consuming and expensive, and failure to timely implement required changes could result in our inability to sell health insurance plans in a particular jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which would damage our business, operating

results and financial condition.

Health insurance carriers that we work with may also require us to comply with additional privacy and data security standards to do business with us at all.

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In addition, our relationships with health insurance carriers could be terminated or impaired and regulators could attempt to subject us to penalties, force us to stop using our websites, marketing material or certain aspects of them, revoke our licenses to transact health insurance business in a particular jurisdiction, and/or compromise the status of our licenses to transact health insurance business in other jurisdictions.

occurrences could result in our loss of our commission revenue and harm our business, operating results and financial condition.

Any of these occurrences could result in our loss of our commission revenue and harm our business, operating results and financial condition.

In the ordinary course of operating our business, we and our health insurance carrier partners have received complaints that the information we provided was not accurate or was misleading.

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Risks Related to Finance, Accounting and Tax Matters

Our commission revenue could be negatively impacted by changes in our estimated conversion rate of an approved member to a paying member, our forecast of average plan duration or our forecast of likely commission amounts.

Our commission revenue, which is primarily comprised of commissions from health insurance carriers, is computed using the estimated LTVs of commissions that we expect to receive.

We re-compute LTVs for all outstanding cohorts on a quarterly basis.

As a result, the rate at which consumers visiting our ecommerce platforms and advisor enrollment centers seeking to purchase health insurance are converted into approved members directly impacts our revenue.

Our commission revenue could be negatively impacted by changes in conversion rates.

The rate at which consumers visiting our ecommerce platforms and advisor enrollment centers seeking to purchase health insurance are converted into approved members directly impacts our revenue.

In addition, the rate at which consumers who are approved become paying members impacts the constrained LTV of our approved members, which impacts the revenue that we are able to recognize.

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These factors include, but are not limited to:

• changes in consumer shopping behavior due to circumstances outside of our control, such as economic conditions, recession, inflation, public health crises or illnesses, consumers’ ability or willingness to pay for health insurance, adverse events or perceptions affecting the U.S.

or international financial systems, adverse weather conditions or natural disasters, unemployment rates, availability of unemployment benefits or proposed or enacted legislative or regulatory changes impacting our business, including health care reform;

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• the effectiveness of our benefit advisors in assisting consumers, including the tenure of the health insurance agent;

• our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and the efficacy of the process we are required to use to do so.

• our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and marketplaces and the efficacy of the process we are required to use to do so.

Our conversion rates can be impacted by changes in the mix of consumers referred to us through our member acquisition channels and whether they interact with a more seasoned health insurance agent.

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Our operating results will be impacted by factors that impact our estimate of the constrained LTV of commissions per approved member.

We recognize revenue for plans approved during the period by applying the latest estimated constrained LTVs for that product.

Constrained LTVs are estimates and are based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of approved members into paying members, forecasted average plan duration and forecasted commissions we expect to receive per approved member’s plan.

Our commission revenue, which is primarily comprised of commissions from health insurance carriers for plans approved during the reporting period and includes both fixed and variable amounts, is computed using the latest estimated constrained LTV of commissions that we expect to receive.

Constrained LTV of commissions are estimates and are based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of approved members into paying members, forecasted average plan duration and forecasted commissions we expect to receive per approved member’s plan.

These assumptions are based on historical trends and require significant judgment by our management in interpreting those trends and in applying the constraints.

Changes in our historical trends will result in changes to our constrained LTV estimates in future periods and therefore could adversely affect our revenue and financial results in those future periods.

As a result, negative changes in the factors upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members, increased health insurance plan terminations or a reduction in the lifetime commission amounts we expect to receive for selling the plan to a member or other changes could harm our business, operating results and financial condition.

Changes in LTV may result in an increase or a decrease in revenue and a corresponding increase or decrease in commissions receivable.

In addition, if we ultimately receive commission payments that are less than the amount we estimated when we recognized commission revenue, we would need to write off the remaining commissions receivable balance, which would adversely impact our business, operating results and financial condition.

As a result, negative changes in the factors upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members, a decline in the forecasted average plan duration or a reduction in the commission amounts we expect to receive for selling the plan to a member or other changes, could harm our business, operating results and financial condition.

The rate at which approved members become paying members is a significant factor in our estimation of constrained LTVs.

To the extent we experience a decline in the rate at which approved members turn into our paying members, our business, operating results and financial condition would be harmed.

To the extent we experience a decline in the rate at which approved members turn into our paying members, our business, operating results and financial condition could be harmed.

The forecasted average plan duration is another important factor in our estimation of constrained LTV.

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Our forecasted average plan duration and health insurance plan termination rate are calculated based on our historical data by plan type.

As a result, a reduction in our forecasted average plan duration or an inability to produce accurate forecasted average plan duration may adversely impact our business, operating results and financial condition.

As a result, a reduction in our forecasted average plan duration or an inability to

produce accurate forecasted average plan duration could adversely impact our business, operating results and financial condition.

Commission rates are also a significant factor in our estimation of constrained LTVs.

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Our commission revenue per member has in the past decreased, and could in the future decrease, as a result of reductions in contractual commission rates, a change in the mix of carriers whose products we sell during a given period and increased health insurance plan termination rates, all of which are beyond our control and may occur on short notice.

To the extent these and other factors cause our commission revenue per member to decline, our revenue may decline, and our business, operating results and financial condition would be harmed.

Given that Medicare-

related and individual and family health insurance purchasing is concentrated during enrollment periods, we may experience a shift in the mix of Medicare-related and individual and family health insurance products selected by our members over a short period of time.

Any reduction in our average commission revenue per member caused by such a shift or otherwise would harm our business, operating results and financial condition.

To the extent these and other factors cause our commission revenue per member to decline, our revenue may decline, and our business, operating results and financial condition could be harmed.

Given that Medicare-related and individual and family health insurance purchasing is concentrated during enrollment periods, we may experience a shift in the mix of Medicare-related and individual and family health insurance products selected by our members over a short period of time.

Any reduction in our average commission revenue per member caused by such a shift or otherwise could harm our business, operating results and financial condition.

The determination of constraints is also a factor that requires significant management judgment.

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We evaluate the appropriateness of our constraints on an annual basis, and we update our assumptions when we observe a sufficient amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed.

If we underestimate the initial constraint applied to LTVs, we might be required to increase the constraint, which could harm our business, operating results and financial condition.

In addition, on a quarterly basis, for all existing cohorts approved in prior periods, we reassess assumptions for our constrained LTV of commissions and compare to the most current constrained LTV recognized on these cohorts, which are defined as approved members grouped by plan type and the effective month of the relevant plan.

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.

Net adjustment revenue also results in a corresponding increase or decrease in our contract assets — commissions receivable.

While we have recognized positive net adjustment revenue in the recent past, there can be no assurance that we will continue to recognize positive net adjustment revenue.

If we underestimate the initial constraint applied to LTVs, we might be required to increase the constraint or record an impairment in a future period, which would harm our business, operating results and financial condition.

If we underestimate the initial constrained LTV of commissions, we might be required to record a negative net adjustment revenue and a corresponding decrease in our contract assets — commissions receivable in a future period, which could harm our business, operating results and financial condition.

If commission reports we receive from carriers are inaccurate or not sent to us in a timely manner, our business and operating results could be harmed, and we may not recognize trends in our membership.

We rely on health insurance carriers to timely and accurately report the commissions earned by us, and we calculate our commission revenue, prepare our financial reports, projections and budgets and direct our marketing and other operating efforts based on the reports we receive from health insurance carriers.

There have been instances where we have determined that plan cancellation data reported to us by a health insurance carrier has not been accurate.

There have been

instances where we have determined that plan cancellation data reported to us by a health insurance carrier has not been accurate.

The extent to which health insurance carriers are inaccurate in their reporting of plan cancellations could cause us to change our cancellation estimates, which could adversely impact our revenue.

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Conversely, health insurance carriers may require us to return commissions paid in a prior period due to plan cancellations for members we previously estimated as being active.

To the extent that health insurance carriers understate or fail to accurately report the commissions due to us in a timely manner or at all, our estimates of constrained LTV may be adversely impacted, which would harm our business, operating results and financial condition.

To the extent that health insurance carriers understate or fail to accurately report the commissions due to us in a timely manner or at all, our estimates of constrained LTV may be adversely impacted, which could harm our business, operating results and financial condition.

In addition, any inaccuracies in the reporting from and reconciliations with insurance carriers may also impact our estimates of constrained LTV or our estimates of commission revenue for future periods which is based on historical trends, including trends relating to contracted commission rates and expected health insurance plan cancellation.

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For instance, with respect to health insurance plans, health insurance carriers do not directly report member cancellations to us.

Other than small business health insurance, we infer cancellations from payment data that carriers provide by analyzing whether payments from members have ceased for a period of time, and we may not learn of a cancellation for

several months.

The majority of our members who terminate their plans do so by discontinuing their insurance premium payments to the carrier or notifying the carrier, and do not inform us of the cancellation.

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Our agreements with our lender and our convertible preferred stock investor contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.

On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto, which was amended on August 16, 2022 and again on November 1, 2024 (as amended, the “Credit Agreement”).

On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto, which was amended on August 16, 2022, November 1, 2024 and October 6, 2025 (as amended, the “Credit Agreement”).

The Credit Agreement provides us with $70 million in term loans.

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We have not met the Minimum Asset Coverage Ratio since the September 30, 2023 measurement date and as of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount.

As of June 30, 2025, H.I.G.

As of September 30, 2025, H.I.G.

continued to own at least 30% of the shares.

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could materially adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that may be beneficial to the business and other stockholders.

Even if the Credit Agreement were terminated, additional debt we could incur in the future may subject us to similar or additional covenants, which could place restrictions on the operation of our business.

the Credit Agreement were terminated, additional debt we could incur in the future may subject us to similar or additional covenants, which could place restrictions on the operation of our business.

Similarly, our investment or financing arrangement with any future investors may subject us to similar or additional covenants.

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If we seek to raise funds through debt or equity financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to our stockholders or higher levels of leverage.

Our term loan under the Credit Agreement matures in February 2026.

Our term loan under the Credit Agreement matures in January 2027.

Our ability to refinance our existing or future indebtedness will depend on the capital markets, including prevailing interest rates, and our financial condition and performance, which, among other things, is subject to economic, financial, competitive and other factors beyond our control.

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in order to incur certain indebtedness, which could limit our ability to obtain additional financing.

If we are unable to refinance our existing or future indebtedness, obtain adequate financing or obtain financing on terms satisfactory to us when we require it, we may default on our existing or future indebtedness, and our ability to continue to pursue our business objectives and to respond to business opportunities or challenges

could be harmed, and our business, operating results and financial condition could be materially and adversely affected.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.

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In addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions.

These ownership

change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively.

These ownership change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively.

In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points (by value) of the outstanding stock of a company by certain stockholders.

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We cannot predict whether additional network capacity will be available from these vendors as we need it, and our network or our suppliers’ networks might be unable to achieve or maintain a sufficiently high capacity of data transmission.

Any significant interruption in access to our advisor enrollment centers or our website or increase in our website’s response time as a result of these difficulties could impair our revenue-generating capabilities, damage our reputation and our relationship with insurance carriers, marketing partners and existing and potential members, and harm our business, operating results and financial condition.

reputation and our relationship with insurance carriers, marketing partners and existing and potential members, and harm our business, operating results and financial condition.

In addition, any loss of data could result in loss of customers and subject us to potential liability.

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For example, attackers have used artificial intelligence and machine learning to launch more automated, targeted and coordinated attacks against targets.

As a result, we may be unable to anticipate emerging techniques or to implement adequate preventative measures preemptively.

As a result, we may be unable to anticipate

emerging techniques or to implement adequate preventative measures preemptively.

Additionally, our third-party service providers may cause security breaches for which we are responsible.

Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition.

Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and marketplaces, and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition.

The attack surface available to criminals is increasing as more companies and individuals work remotely and otherwise work online.

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We may not be able to adequately protect our intellectual property, which could harm our business, operating results and financial condition.

Our intellectual property is an essential asset of our business, and we believe that our technology currently gives us a competitive advantage in the distribution of Medicare-related, individual, family and small business health

We rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to establish and protect our intellectual property rights in the United States.

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If our revenue or operating results differ from our guidance or fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially.

In the past, when our revenue and operating results differed from our guidance and the expectations of investors or securities analysts, the price of our common stock was impacted.

In the past, when our

revenue and operating results differed from our guidance and the expectations of investors or securities analysts, the price of our common stock was impacted.

The price of our common stock has been and may continue to be volatile, and the value of your investment could decline.

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Factors that could cause fluctuations in the trading price of our common stock include the following:

• price and volume fluctuations in the overall stock market from time to time, including as a result of inflation, or political or geopolitical instability and public or market reaction thereto;

• price and volume fluctuations in the overall stock market from time to time, including as a result of inflation, or political or geopolitical instability and public or market reaction thereto, including a prolonged government shutdown;

• volatility in the market prices and trading volumes of our competitors’ shares, including high technology stocks, which have historically experienced high levels of volatility;

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Additionally, as a public company, we face the risk of shareholder lawsuits, particularly if we experience declines in the price of our common stock.

In the past, following periods of volatility in the overall market and the market prices of a particular company’s securities, securities class action lawsuits have often been instituted against affected companies.

In the past, following periods of volatility in the overall market and the market prices of a particular company’s securities,

securities class action lawsuits have often been instituted against affected companies.

We have been, and may in the future be, subject to such legal actions.

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Such conversion would dilute the ownership interest of existing holders of our common stock.

addition, because holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis (subject to certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A Preferred Stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A Preferred Stock effectively reduces the relative voting power of the holders of our common stock.

In addition, because holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis (subject to certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A Preferred Stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A Preferred Stock effectively reduces the relative voting power of the holders of our common stock.

Any sales in the public market of the common stock issuable upon conversion of the Series A Preferred Stock could adversely affect prevailing market prices of our common stock.

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Tolson to our Board of Directors.

Tolson was appointed to our Board of Directors as a Class I director on August 30, 2021, and as of the date of this report serves as a member of the compensation committee, nominating and corporate governance committee and government and regulatory affairs committee of the Board of Directors.

Tolson was appointed to our Board of Directors as a Class I director on August 30, 2021.

On September 17, 2025, Mr.

Tolson resigned from our Board of Directors, and H.I.G.

nominated Todd Arden to our Board of Directors.

As of the date of this report, Mr.

Arden serves as a member of the compensation committee, nominating and corporate governance committee and government and regulatory affairs committee of the Board of Directors.

also replaced the then-current H.I.G.

board observer by nominating Mr.

Tolson as a board observer for the Board’s approval.

In addition, failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or the time period required by the H.I.G.

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Investment Agreement, we must obtain the consent of H.I.G.

in order to incur any indebtedness, which could limit our ability to obtain additional financing.

in order to incur certain indebtedness, which could limit our ability to obtain additional financing.

The preferential rights could also result in divergent interests between H.I.G.

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These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

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Accordingly, both state and federal courts have jurisdiction to hear such claims.

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving

any complaint asserting a cause of action arising under the Securities Act and against any person in connection with an offering of our securities.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions.

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trade policies, treaties and tariffs.

While certain of these tariffs have been delayed or rescinded, there continues to exist significant uncertainty about the future relationship between the U.S.

and other countries with respect to such trade policies, treaties and tariffs.

These developments, or the perception that any of them could occur, could result in the worsening of current global economic conditions and the stability of global financial markets, and may significantly escalate trade tensions and reduce global trade and, in particular, trade between the impacted nations and the U.S.

While certain of these tariffs have been delayed or rescinded, there continues to exist significant uncertainty about the future relationship between the United States and other countries with respect to such trade policies, treaties and tariffs.

As discussed elsewhere in this Risk Factors section, our subsidiary in China provides support for certain aspects of our operations and face risk related to international disputes and geopolitical tensions.

Any new or changes to restrictions can be announced with little or no advance notice, which can create uncertainty.

Any of these factors could depress economic activity, restrict our access to our operations in China, and have a material adverse effect on our business, operating results and financial condition.

The occurrence of any of these types of events or factors, including, for example, a prolonged government shutdown, could depress economic activity, restrict our access to our operations in China, and have a material adverse effect on our business, operating results and financial condition.

Adverse economic conditions including slow growth, recession, high unemployment, inflation, financial and credit market disruptions, could materially adversely affect our business, operating results and financial condition.

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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 1A. Risk Factors