Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
EHEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
September 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 63,089 $ 39,197
Short-term marketable securities 12,212 43,043
Accounts receivable 1,852 16,807
Contract assets – commissions receivable – current 208,426 242,467
Prepaid expenses and other current assets 17,288 12,961
Total current assets 302,867 354,475
Contract assets – commissions receivable – non-current 699,299 757,523
Property and equipment, net 4,939 4,437
Operating lease right-of-use assets 9,182 12,081
Restricted cash 3,090 3,090
Other assets 28,038 23,819
Total assets $ 1,047,415 $ 1,155,425
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable $ 6,215 $ 23,448
Accrued compensation and benefits 24,266 43,888
Accrued marketing expenses 5,558 16,612
Lease liabilities – current 7,769 7,732
Other current liabilities 7,430 4,331
Total current liabilities 51,238 96,011
Long-term debt 69,423 68,458
Deferred income taxes – non-current 21,860 38,870
Lease liabilities – non-current 15,540 20,731
Other non-current liabilities 4,885 5,418
Total liabilities 162,946 229,488
Commitments and contingencies (Note 8)
Convertible preferred stock 370,303 337,509
Stockholders’ equity:
Common stock 44 43
Additional paid-in capital 758,113 773,371
Treasury stock, at cost ( 199,998 ) ( 199,998 )
Retained earnings (accumulated deficit) ( 43,815 ) 15,246
Accumulated other comprehensive loss ( 178 ) ( 234 )
Total stockholders’ equity 514,166 588,428
Total liabilities, convertible preferred stock and stockholders’ equity $ 1,047,415 $ 1,155,425
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands, except per share amounts, unaudited)
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue:
Commission $ 47,223 $ 48,222 $ 200,900 $ 185,996
Other 6,646 10,187 26,870 31,233
Total revenue 53,869 58,409 227,770 217,229
Operating costs and expenses:
Marketing and advertising 24,395 29,665 87,009 95,185
Customer care and enrollment 36,814 39,321 101,945 100,773
Technology and content 11,805 12,264 35,760 38,613
General and administrative 21,925 20,297 60,817 62,318
Impairment, restructuring and other charges 455 61 2,010 9,409
Total operating costs and expenses 95,394 101,608 287,541 306,298
Loss from operations
( 41,525 ) ( 43,199 ) ( 59,771 ) ( 89,069 )
Interest expense ( 2,384 ) ( 2,859 ) ( 7,380 ) ( 8,517 )
Other income, net 978 1,699 3,894 6,425
Loss before income taxes
( 42,931 ) ( 44,359 ) ( 63,257 ) ( 91,161 )
Benefit from income taxes ( 11,240 ) ( 1,886 ) ( 16,118 ) ( 3,736 )
Net loss
( 31,691 ) ( 42,473 ) ( 47,139 ) ( 87,425 )
Preferred stock dividends ( 5,987 ) ( 5,643 ) ( 17,614 ) ( 16,603 )
Change in preferred stock redemption value ( 6,903 ) ( 5,832 ) ( 19,583 ) ( 16,619 )
Net loss attributable to common stockholders
$ ( 44,581 ) $ ( 53,948 ) $ ( 84,336 ) $ ( 120,647 )
Net loss per share attributable to common stockholders:
Basic and diluted $ ( 1.46 ) $ ( 1.83 ) $ ( 2.78 ) $ ( 4.13 )
Weighted-average number of shares used in per share amounts:
Basic and diluted 30,633 29,485 30,347 29,211
Comprehensive loss:
Net loss
$ ( 31,691 ) $ ( 42,473 ) $ ( 47,139 ) $ ( 87,425 )
Unrealized gain (loss) on available for sale debt securities, net of tax
5 99 ( 23 ) 78
Foreign currency translation adjustments 77 118 79 130
Comprehensive loss
$ ( 31,609 ) $ ( 42,256 ) $ ( 47,083 ) $ ( 87,217 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, unaudited)
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings
(Accumulated Deficit)
Accumulated Other Comprehensive Loss
Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of December 31, 2024 43,225 $ 43 $ 773,371 13,379 $ ( 199,998 ) $ 15,246 $ ( 234 ) $ 588,428
Issuance of common stock in connection with equity incentive plans 252 — — — — — —
Repurchase of shares to satisfy employee tax withholding obligations — — ( 699 ) 75 — — — ( 699 )
Dividends and accretion related to convertible preferred stock — — — — — ( 11,922 ) — ( 11,922 )
Stock-based compensation — — 3,897 — — — 3,897
Other comprehensive loss, net of tax
— — — — — — ( 31 ) ( 31 )
Net income
— — — — — 1,950 — 1,950
Balance as of March 31, 2025 43,477 $ 43 $ 776,569 13,454 $ ( 199,998 ) $ 5,274 $ ( 265 ) $ 581,623
Issuance of common stock in connection with equity incentive plans 617 1 — — — — — 1
Repurchase of shares to satisfy employee tax withholding obligations — — ( 1,128 ) 196 — — — ( 1,128 )
Dividends and accretion related to convertible preferred stock — — ( 12,385 ) — — — — ( 12,385 )
Issuance of common stock for employee stock purchase program 43 — 189 — — — — 189
Stock-based compensation — — 4,016 — — — — 4,016
Other comprehensive income, net of tax
— — — — — — 5 5
Net loss — — — — — ( 17,398 ) — ( 17,398 )
Balance as of June 30, 2025 44,137 $ 44 $ 767,261 13,650 $ ( 199,998 ) $ ( 12,124 ) $ ( 260 ) $ 554,923
Issuance of common stock in connection with equity incentive plans 283 — — — — — — —
Repurchase of shares to satisfy employee tax withholding obligations — — ( 276 ) 70 — — — ( 276 )
Dividends and accretion related to convertible preferred stock — — ( 12,890 ) — — — — ( 12,890 )
Stock-based compensation — — 4,018 — — — — 4,018
Other comprehensive income, net of tax
— — — — — — 82 82
Net loss — — — — — ( 31,691 ) — ( 31,691 )
Balance as of September 30, 2025 44,420 $ 44 $ 758,113 13,720 $ ( 199,998 ) $ ( 43,815 ) $ ( 178 ) $ 514,166
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, unaudited)
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of December 31, 2023 41,457 $ 41 $ 798,786 12,828 $ ( 199,998 ) $ 7,284 $ ( 82 ) $ 606,031
Issuance of common stock in connection with equity incentive plans 545 1 — — — — — 1
Repurchase of shares to satisfy employee tax withholding obligations — — ( 1,256 ) 172 — — — ( 1,256 )
Dividends and accretion related to convertible preferred stock — — — — — ( 10,727 ) — ( 10,727 )
Stock-based compensation — — 5,718 — — — — 5,718
Other comprehensive income, net of tax — — — — — — 22 22
Net loss — — — — — ( 16,984 ) — ( 16,984 )
Balance as of March 31, 2024 42,002 $ 42 $ 803,248 13,000 $ ( 199,998 ) $ ( 20,427 ) $ ( 60 ) $ 582,805
Issuance of common stock in connection with equity incentive plans 333 — — — — — — —
Repurchase of shares to satisfy employee tax withholding obligations — — ( 596 ) 115 — — — ( 596 )
Dividends and accretion related to convertible preferred stock — — — — — ( 11,020 ) — ( 11,020 )
Issuance of common stock for employee stock purchase program 80 — 354 — — — — 354
Stock-based compensation — — 5,308 — — — — 5,308
Other comprehensive loss, net of tax — — — — — — ( 31 ) ( 31 )
Net loss — — — — — ( 27,968 ) — ( 27,968 )
Balance as of June 30, 2024 42,415 $ 42 $ 808,314 13,115 $ ( 199,998 ) $ ( 59,415 ) $ ( 91 ) $ 548,852
Issuance of common stock in connection with equity incentive plans 347 1 — — — — — 1
Repurchase of shares to satisfy employee tax withholding obligations — — ( 451 ) 107 — — — ( 451 )
Dividends and accretion related to convertible preferred stock — — — — — ( 11,475 ) — ( 11,475 )
Stock-based compensation — — 4,675 — — — — 4,675
Other comprehensive income, net of tax
— — — — — — 217 217
Net loss — — — — — ( 42,473 ) — ( 42,473 )
Balance as of September 30, 2024 42,762 $ 43 $ 812,538 13,222 $ ( 199,998 ) $ ( 113,363 ) $ 126 $ 499,346
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Nine Months Ended
September 30,
2025 2024
Operating activities:
Net loss $ ( 47,139 ) $ ( 87,425 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 1,384 1,481
Amortization of internally developed software 9,162 11,030
Stock-based compensation expense 11,587 15,125
Deferred income taxes ( 17,010 ) ( 4,340 )
Impairment charges 868 7,413
Other non-cash items ( 596 ) ( 43 )
Changes in operating assets and liabilities:
Accounts receivable 14,955 ( 1,871 )
Contract assets – commissions receivable 92,811 104,582
Prepaid expenses and other assets ( 7,661 ) ( 9,896 )
Accounts payable ( 17,111 ) ( 1,965 )
Accrued compensation and benefits ( 19,621 ) ( 14,593 )
Accrued marketing expenses ( 11,054 ) ( 11,132 )
Deferred revenue ( 872 ) 861
Accrued expenses and other liabilities 901 69
Net cash provided by operating activities 10,604 9,296
Investing activities:
Capitalized internal-use software and website development costs ( 10,785 ) ( 8,070 )
Purchases of property and equipment and other assets ( 2,107 ) ( 1,463 )
Purchases of marketable securities ( 74,010 ) ( 85,880 )
Proceeds from redemption and maturities of marketable securities 105,950 39,000
Net cash provided by (used in) investing activities 19,048 ( 56,413 )
Financing activities:
Payment of deferred financing costs ( 1,000 ) —
Net proceeds from exercise of common stock options and employee stock purchases 189 354
Repurchase of shares to satisfy employee tax withholding obligations ( 2,102 ) ( 2,301 )
Principal payments in connection with leases — ( 4 )
Payments of preferred stock dividends ( 2,906 ) ( 2,740 )
Net cash used in financing activities ( 5,819 ) ( 4,691 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 59 118
Net increase (decrease) in cash, cash equivalents and restricted cash 23,892 ( 51,690 )
Cash, cash equivalents and restricted cash at beginning of period 42,287 118,812
Cash, cash equivalents and restricted cash at end of period $ 66,179 $ 67,122
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 – Summary of Business and Significant Accounting Policies
Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “eHealth”) is a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services online, by telephone with a licensed insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide. Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.
Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q to “eHealth,” “the Company,” “we,” “us” or “our” mean eHealth, Inc. and its consolidated direct and indirect wholly owned subsidiaries.
Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of September 30, 2025 and other condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2024 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 27, 2025. The accompanying financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K.
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. The condensed consolidated financial statements include the accounts of eHealth, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations. Certain prior period amounts have been reclassified to conform with our current period presentation.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 and include all adjustments necessary for the fair presentation of our financial position as of September 30, 2025 and December 31, 2024 and our results of operations for the periods presented. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent period or for the year ended December 31, 2025 and therefore, should not be relied upon as an indicator of future results.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Significant Accounting Policies, Estimates and Judgments — The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Adopted Accounting Pronouncements
We did not adopt any new accounting pronouncements during the nine months ended September 30, 2025.
Recently Issued Accounting Pronouncements Not Yet Adopted
Income Taxes (Topic 740) — In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which will require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as additional disclosure on income taxes paid. The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2024 for public entities and early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) — In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU will require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements and early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) — In September 2025, the FASB issued ASU 2025-06, Intangible - Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which amends the guidance in Accounting Standards Codification (“ASC”) 350-40, Intangibles-Goodwill and Other-Internal-Use-Software . The ASU modernizes the recognition and disclosure framework for internal-use software costs, removing all references to prescriptive and sequential software development stages. The ASU will require entities to begin capitalizing software costs when management authorizes and commits to funding the software project, and it is probable that the project will be completed and the software will be used for its intended purpose. The amendments in this ASU are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2 – Revenue
Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Medicare
Medicare Advantage $ 37,713 $ 39,463 $ 150,963 $ 143,627
Medicare Supplement 2,309 2,312 24,199 11,835
Medicare Part D 1,561 843 2,956 6,238
Total Medicare 41,583 42,618 178,118 161,700
Individual and Family (2)
Non-Qualified Health Plans (1)
( 125 ) ( 199 ) 359 1,834
Qualified Health Plans (1)
( 64 ) 602 1,299 3,358
Total Individual and Family ( 189 ) 403 1,658 5,192
Ancillary
Short-term 890 544 1,622 1,975
Dental 128 531 2,384 1,932
Vision 215 392 1,236 1,383
Hospital Indemnity 1,870 269 5,556 1,017
Other 171 300 557 972
Total Ancillary 3,274 2,036 11,355 7,279
Small Business 2,251 2,268 7,982 8,447
Commission Bonus and Other 304 897 1,787 3,378
Total Commission Revenue 47,223 48,222 200,900 185,996
Other Revenue
Sponsorship and Advertising Revenue 2,538 5,212 13,430 20,879
Fee-based and Other Revenue 4,108 4,975 13,440 10,354
Total Other Revenue 6,646 10,187 26,870 31,233
Total Revenue $ 53,869 $ 58,409 $ 227,770 $ 217,229
_____________
(1) Total revenue for non-qualified and qualified health plans was negative due to $( 0.5 ) million, and $( 0.3 ) million, respectively, of net commission revenue from members approved in prior periods for the three months ended September 30, 2025. Total revenue for non-qualified health plans was negative due to $( 0.6 ) million of net commission revenue from members approved in prior periods for the three months ended September 30, 2024.
(2) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Commission revenue by segment is presented in the table below (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Medicare
Commission revenue from members approved during the period $ 31,402 $ 42,324 $ 146,304 $ 152,017
Net commission revenue from members approved in prior periods (1)
12,081 1,090 39,135 12,773
Total Medicare segment commission revenue $ 43,483 $ 43,414 $ 185,439 $ 164,790
Employer and Individual
Commission revenue from members approved during the period $ 1,881 $ 2,848 $ 7,659 $ 11,790
Commission revenue from renewals of small business members during the period 1,737 1,852 6,479 7,022
Net commission revenue from members approved in prior periods (1)
122 108 1,323 2,394
Total Employer and Individual segment commission revenue $ 3,740 $ 4,808 $ 15,461 $ 21,206
Total commission revenue from members approved during the period $ 33,283 $ 45,172 $ 153,963 $ 163,807
Commission revenue from renewals of small business members during the period 1,737 1,852 6,479 7,022
Total net commission revenue from members approved in prior periods (1)(2)
12,203 1,198 40,458 15,167
Total commission revenue $ 47,223 $ 48,222 $ 200,900 $ 185,996
_____________
(1) For all existing cohorts approved in prior periods, we reassess assumptions for our constrained lifetime value (“LTV”) of commissions on a quarterly basis and compare to the most current constrained LTV recognized on these cohorts. To the extent there is an indication of a change to expected cash collections for these cohorts, net commission revenue from members approved in prior periods, also referred to as net adjustment revenue, is recorded to adjust revenue previously recognized for the affected cohorts. Net adjustment revenue includes both increases and reductions to revenue; however, adjustments increasing revenue are only recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended September 30, 2025 and 2024 was $ 0.30 and $ 0.03 per basic and diluted share, respectively. The after-tax impact of total net commission revenue from members approved in prior periods for the nine months ended September 30, 2025 and 2024 was $ 1.01 and $ 0.39 per basic and diluted share, respectively .
Note 3 – Supplemental Financial Statement Information
Cash, Cash Equivalents and Restricted Cash
We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. We also invest in marketable securities that are measured and recorded at fair value. See Note 4 – Fair Value Measurements for further discussion about our marketable securities.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands):
September 30, 2025 December 31, 2024
Cash $ 25,565 $ 10,927
Cash equivalents 37,524 28,270
Cash and cash equivalents 63,089 39,197
Restricted cash 3,090 3,090
Total cash, cash equivalents and restricted cash $ 66,179 $ 42,287
As of September 30, 2025 and December 31, 2024, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets. This amount collateralizes letters of credit related to certain lease commitments.
Contract Assets and Accounts Receivable
We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions and reasonable and supportable forecasts. Specifically, for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies. Our estimated exposure at default is determined by applying these internal and external data sources to our commissions receivable balances. As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure. Credit loss expenses are assessed quarterly and included in the “General and administrative” line in our Condensed Consolidated Statements of Comprehensive Loss. There were no write-offs during the nine months ended September 30, 2025 or for the year ended December 31, 2024.
The change in the allowance for credit losses is summarized as follows (in thousands):
September 30, 2025 December 31, 2024
Beginning balance $ 2,222 $ 2,118
Change in allowance ( 546 ) 104
Ending balance $ 1,676 $ 2,222
Our contract assets – commissions receivable activities, net of credit loss allowances, are summarized as follows (in thousands):
Medicare Segment E&I Segment
Total
Beginning balance at December 31, 2024
$ 936,940 $ 63,050 $ 999,990
Commission revenue from members approved during the period 146,304 7,659 153,963
Commission revenue from renewals of small business members during the period — 6,479 6,479
Net commission revenue from members approved in prior periods 39,135 1,323 40,458
Cash receipts ( 272,529 ) ( 21,182 ) ( 293,711 )
Net change in credit loss allowance 511 35 546
Ending balance at September 30, 2025
$ 850,361 $ 57,364 $ 907,725
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Credit Risk
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were $ 1.8 million as of September 30, 2025. See Note 4 – Fair Value Measurements for additional information regarding our marketable securities.
We do not require collateral or other security for either our contract assets or accounts receivable. Carriers that represented 10% or more of our total contract assets – commissions receivable and accounts receivable balances are summarized as follows:
September 30, 2025 December 31, 2024
UnitedHealthcare (1)
30 % 27 %
Humana 29 % 28 %
Aetna (1)
17 % 17 %
_____________
(1) Percentages include the carriers’ subsidiaries.
Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands):
September 30, 2025 December 31, 2024
Prepaid software and maintenance contracts $ 6,634 $ 5,582
Prepaid marketing and other expenses 5,855 2,405
Prepaid licenses 2,583 2,358
Prepaid insurance 566 1,296
Other current assets 1,650 1,320
Prepaid expenses and other current assets $ 17,288 $ 12,961
Note 4 – Fair Value Measurements
We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3 Unobservable inputs for the asset or liability.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as follows (in thousands):
September 30, 2025
Carrying Value Level 1 Level 2 Level 3 Total
Assets
Cash equivalents
Money market funds $ 51 $ 51 $ — $ — $ 51
Commercial paper 37,473 — 37,473 — 37,473
Short-term marketable securities
Commercial paper 12,212 — 12,212 — 12,212
Total assets measured at fair value $ 49,736 $ 51 $ 49,685 $ — $ 49,736
December 31, 2024
Carrying Value Level 1 Level 2 Level 3 Total
Assets
Cash equivalents
Money market funds $ 15,090 $ 15,090 $ — $ — $ 15,090
Commercial paper 10,562 — 10,562 — 10,562
Government securities 2,618 — 2,618 — 2,618
Short-term marketable securities
Commercial paper 17,799 — 17,799 — 17,799
Government securities 25,244 — 25,244 — 25,244
Total assets measured at fair value $ 71,313 $ 15,090 $ 56,223 $ — $ 71,313
We endeavor to utilize the best available information in measuring fair value. Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. Our available for sale marketable securities, which include commercial paper and government securities with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy. There were no transfers between the hierarchy levels during the nine months ended September 30, 2025 or the year ended December 31, 2024.
The following table summarizes our cash equivalents and available for sale debt securities by contractual maturity (in thousands):
As of September 30, 2025 As of December 31, 2024
Amortized Cost Fair Value Amortized Cost Fair Value
Due in 1 year $ 49,742 $ 49,736 $ 71,297 $ 71,313
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Unrealized gains and losses on available for sale debt securities that are not credit related are included in accumulated other comprehensive loss and summarized as follows (in thousands):
September 30, 2025
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Cash equivalents
Money market funds $ 51 $ — $ — $ 51
Commercial paper 37,478 — ( 5 ) 37,473
Short-term marketable securities
Commercial paper 12,213 — ( 1 ) 12,212
Total $ 49,742 $ — $ ( 6 ) $ 49,736
December 31, 2024
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Cash equivalents
Money market funds $ 15,090 $ — $ — $ 15,090
Commercial paper 10,565 — ( 3 ) 10,562
Government securities
2,618 — — 2,618
Short-term marketable securities
Commercial paper 17,792 7 — 17,799
Government securities 25,232 12 — 25,244
Total $ 71,297 $ 19 $ ( 3 ) $ 71,313
As of September 30, 2025 and December 31, 2024, we had 21 and 11 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate. We did not record any credit losses regarding our available for sale debt securities during the nine months ended September 30, 2025 or the year ended December 31, 2024. We do not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis. We recognized interest income of $ 0.9 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3.5 million and $ 6.0 million for the nine months ended September 30, 2025 and 2024, respectively .
Note 5 – Equity
2024 Equity Incentive Pla n – On June 18, 2025, upon approval at our annual meeting of stockholders, we amended and restated our 2024 Equity Plan (as amended and restated, the “A&R 2024 Equity Plan”) to reserve an additional 1,500,000 shares of our common stock. As of September 30, 2025, 1.9 million shares were issued pursuant to equity awards under the A&R 2024 Equity Plan.
Stock Repurchase Programs – We had no stock repurchase activity during the three and nine months ended September 30, 2025 or 2024 and had 10.7 million shares previously repurchased under our past repurchase programs. For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In addition, as of September 30, 2025 and 2024, we had 3.0 million and 2.5 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units. As of September 30, 2025 and 2024, we had a total of 13.7 million and 13.2 million shares, respectively, held in treasury.
Stock-Based Compensation Expense – Our stock-based compensation expense is summarized by award types for the periods presented below (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Restricted stock units
$ 3,115 $ 3,809 $ 9,424 $ 12,741
Performance-based stock units 619 378 1,565 1,252
Common stock options 121 292 438 1,035
Employee stock purchase program 67 — 160 97
Total stock-based compensation expense $ 3,922 $ 4,479 $ 11,587 $ 15,125
Related tax benefit recognized $ 947 $ 1,096 $ 2,793 $ 3,709
The following table summarizes stock-based compensation expense by operating function for the periods presented (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Marketing and advertising $ 609 $ 437 $ 1,691 $ 1,792
Customer care and enrollment 339 452 935 1,487
Technology and content 666 845 2,034 2,598
General and administrative 2,308 2,745 6,927 9,248
Total stock-based compensation expense $ 3,922 $ 4,479 $ 11,587 $ 15,125
Amount capitalized for internal-use software 96 196 344 576
Total stock-based compensation $ 4,018 $ 4,675 $ 11,931 $ 15,701
Note 6 — Convertible Preferred Stock
Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”), an investment vehicle of H.I.G. Capital (the “H.I.G. Investment Agreement”), we issued and sold to H.I.G., in a private placement, 2,250,000 shares of Series A convertible preferred stock (the “Series A Preferred Stock”), par value $ 0.001 per share, at an aggregate purchase price of $ 225.0 million on April 30, 2021 (the “Closing Date”). We received $ 214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $ 11.0 million. Our Series A Preferred Stock is considered temporary equity in our Condensed Consolidated Balance Sheets and we have determined there are no material embedded features that require recognition as a derivative asset or liability. The Series A Preferred Stock ranks senior to all other equity securities of the Company with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
Voting Rights – The Series A Preferred Stock votes together with the common stock as a single class on all matters submitted to a vote of the holders of the common stock in accordance with the Certificate of
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Designations of Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 30, 2021 (the “Certificate of Designations”).
Dividends – The Series A Preferred Stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock. From April 30, 2021 through June 30, 2023, dividends accrued at 8 % per annum on the stated value of $ 100 per share, payable in kind (“PIK”). Subsequent to June 30, 2023, dividends accrue at 8 % per annum, with 6 % PIK and 2 % payable in cash in arrears. Dividends compound semiannually and are PIK and payable in cash in arrears, as applicable, on June 30 and December 31 of each year. PIK dividends are cumulative and are added to the Accrued Value, as defined in the H.I.G. Investment Agreement. 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. T he Series A Preferred Stock participates, on an as-converted basis, in all dividends paid to the holders of our common stock.
Board Nomination Rights – As of September 30, 2025, H.I.G. has designated one member and one board observer to the Company’s Board of Directors.
Conversion Rights – The Series A Preferred Stock is convertible at any time into common stock at a conversion rate (the “Conversion Price”) and is subject to further adjustment and the number of shares of common stock issuable upon conversion is subject to certain limitations, each as set forth in the H.I.G Investment Agreement. As of September 30, 2025, the Conversion Price was equal to $ 79.5861 per share.
Mandatory Conversion of the Series A Preferred Stock by the Company – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A Preferred Stock into common stock at a conversion rate in accordance with the Certificate of Designations.
Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A Preferred Stock have the right to cause the Company to redeem all or any portion of the Series A Preferred Stock in cash at an amount equal to the greater of (i) 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A Preferred Stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”).
Redemption Call Right – At any time on or after the sixth anniversary of the Closing Date, the Company has the right (but not the obligation) to redeem out of legally available funds and for cash consideration all (but not less than all) of the Series A Preferred Stock upon at least 30 days prior written notice at an amount equal to the Redemption Price.
Covenants and Liquidity Requirements – As long as H.I.G. continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, the consent of H.I.G. is required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the H.I.G. Investment Agreement. The Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G. Investment Agreement), which was 2.5 x from August 2023 onwards. Additionally, the H.I.G. Investment Agreement requires the Company to maintain a Minimum Liquidity Amount (as defined in the H.I.G. Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million. Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or for the time period required by the H.I.G. Investment Agreement, for as long as H.I.G. continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to the Company’s Board of Directors, the right to approve the Company’s annual budget, the right to approve hiring or termination of certain key executives, and the right to approve the incurrence of certain indebtedness. As of September 30, 2023, we failed to maintain the Minimum Asset Coverage
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Ratio, which entitles H.I.G. to the additional rights set forth above. On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer designated by H.I.G. As of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount. The non-compliance with the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount does not entitle H.I.G. to accelerate the redemption of the Series A Preferred Stock. On September 17, 2025, Aaron Tolson who was previously nominated by H.I.G. to serve on our Board of Directors resigned. Following Mr. Tolson’s resignation, H.I.G. nominated Todd Arden to our Board of Directors and nominated Mr. Tolson to replace the existing board observer.
As of September 30, 2025, the estimated Series A Preferred Stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value, which is significantly in excess of the fair value of the common stock into which the Series A Preferred Stock is convertible as of September 30, 2025. We have elected to apply the accretion method to adjust the carrying value of the Series A Preferred Stock to its redemption value at the earliest date of redemption, April 30, 2027. Amounts recognized to accrete the Series A Preferred Stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings, to the extent available, and if not, are recorded as a reduction to additional-paid-in-capital. The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively. No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.8 million shares of common stock as of September 30, 2025.
The following table summarizes the proceeds and changes to our Series A Preferred Stock (in thousands):
Gross proceeds $ 225,000
Less: issuance costs ( 10,975 )
Net proceeds $ 214,025
Balance as of December 31, 2024 $ 337,509
Accrued paid-in-kind dividends 13,211
Change in preferred stock redemption value 19,583
Balance as of September 30, 2025
$ 370,303
Note 7 – Net Loss Per Share Attributable to Common Stockholders
Our Series A Preferred Stock is considered a participating security, which requires the use of the two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A Preferred Stock does not have a contractual obligation to share in losses. Basic net loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table sets forth the computation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share amounts):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Numerator:
Net loss attributable to common stockholders
$ ( 44,581 ) $ ( 53,948 ) $ ( 84,336 ) $ ( 120,647 )
Denominator:
Shares used in per share calculation – basic 30,633 29,485 30,347 29,211
Dilutive effect of common stock — — — —
Shares used in per share calculation – diluted 30,633 29,485 30,347 29,211
Net loss attributable to common stockholders per share – basic and diluted
$ ( 1.46 ) $ ( 1.83 ) $ ( 2.78 ) $ ( 4.13 )
For each of the three and nine months ended September 30, 2025 and 2024, we had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive. The number of weighted-average outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Convertible preferred stock 3,791 3,573 3,736 3,521
Restricted stock units
2,383 2,902 1,508 2,051
Performance-based stock units 479 110 469 115
Common stock options 193 216 205 217
Employee stock purchase program 79 — 13 3
Total 6,925 6,801 5,931 5,907
Note 8 – Commitments and Contingencies
Service and Licensing Obligations
We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Our future minimum payments under non-cancellable contractual service and licensing obligations as of September 30, 2025 were as follows (in thousands):
Year ending December 31,
2025 (remainder) $ 4,899
2026 8,299
2027 1,895
2028 —
2029 —
Thereafter —
Total $ 15,093
Operating Leases
Refer to Note 10 – Leases for commitments related to our operating leases.
Self-Insurance
We provide comprehensive major medical benefits to our employees. We maintain a substantial portion of our U.S. employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the maximum claim liability as of September 30, 2025 of $ 26.0 million. As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported. As of September 30, 2025 and December 31, 2024, we had a self-insurance liability balance of $ 2.4 million and $ 2.1 million, respectively, in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.
Contingencies
From time to time, we receive inquiries from governmental bodies and also may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our condensed consolidated financial statements. An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
As of September 30, 2025, we have not recorded any material litigation-related accruals for loss contingencies associated with legal proceedings or matters or have determined that an unfavorable outcome is reasonably possible or estimable. Legal proceedings or other contingencies may be material to our results of operations, financial condition or cash flows, even if we ultimately prevail, and we may from time to time enter into settlements to resolve such litigation. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred.
Legal Proceedings
On May 1, 2025, we became aware that the United States District Court for the District of Massachusetts unsealed a qui tam action, United States ex rel. Andrew Shea v. eHealth, Inc. et al , against numerous insurance carriers and insurance brokers, including eHealth, Inc. and its subsidiary, eHealthInsurance Services, Inc. The Relator’s lawsuit, originally filed under seal on November 2, 2021, was brought by a former eHealth marketing representative pursuant to the qui tam provision of the Federal False Claims Act. The Relator’s complaint alleges that eHealth, Inc. and eHealthInsurance Services, Inc., along with other insurance carriers and insurance brokers, violated the Federal False Claims Act through certain Medicare Advantage enrollment and marketing activities. The Relator’s complaint seeks, among other things, treble damages, civil penalties and costs. The Court’s May 1, 2025 order also unsealed the government’s notice of election to intervene in part in the qui tam action, as well as the government’s Complaint in Partial Intervention. The government’s Complaint brings similar claims under the Federal
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
False Claims Act against certain defendants named in the Relator’s complaint, including eHealth, Inc. and eHealthInsurance Services, Inc. On July 30, 2025, we jointly filed an unopposed motion to stay the Relator’s claims pending the earlier of the outcome of the government’s investigation or a ruling on the Company’s motion to dismiss. On August 15, 2025, the court granted the motion and stayed the Relator’s claims until January 21, 2026. On August 19, 2025, eHealth jointly filed two motions to dismiss all claims against eHealth, and the court set a hearing date of January 21, 2026. The government filed its oppositions to both motions on October 20, 2025.
Note 9 – Segment and Geographic Information
Reportable Segments
Our operating and reportable segments have been determined in accordance with ASC 280, Segment Reporting . Our business structure is comprised of two reportable operating segments: (i) Medicare, and (ii) Employer and Individual (“E&I”). Our Medicare segment includes operating segments that have been aggregated based on the nature of products and services, types or class of customers, methods used to distribute the products and services, the nature of the regulatory environment and similarity of economic characteristics.
The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans. Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities. The Medicare segment also generates revenue from our fee-based business process outsourcing services (“BPO”) where we are not the broker of record and cash is collected in advance or in close proximity to when revenue is recognized.
The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including qualified and non-qualified plans, small business health insurance plans, and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance. To a lesser extent, the E&I segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.
We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations in the annual budget and forecasting process along with evaluation of actual performance. Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments. These performance measures include total segment revenue and segment gross profit (loss). Prior to the fourth quarter of 2024, we reported our measure of segment profitability as segment profit (loss). Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.
Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment CC&E expenses and cost of revenue for the applicable segment. Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department. Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The results of our reportable segments are summarized for the periods presented below (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Medicare:
Total revenue
$ 49,932 $ 53,221 $ 211,660 $ 194,857
Variable marketing and advertising
( 16,930 ) ( 22,512 ) ( 64,483 ) ( 71,030 )
Medicare CC&E ( 34,049 ) ( 36,320 ) ( 93,596 ) ( 91,954 )
Cost of revenue
( 106 ) ( 13 ) 158 ( 245 )
Medicare segment gross profit (loss) $ ( 1,153 ) $ ( 5,624 ) $ 53,739 $ 31,628
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Employer and Individual:
Total revenue
$ 3,937 $ 5,188 $ 16,110 $ 22,372
Variable marketing and advertising
( 723 ) ( 936 ) ( 2,630 ) ( 2,410 )
E&I CC&E ( 2,154 ) ( 2,320 ) ( 6,535 ) ( 6,732 )
Cost of revenue
( 87 ) ( 89 ) ( 241 ) ( 300 )
E&I segment gross profit $ 973 $ 1,843 $ 6,704 $ 12,930
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Consolidated:
Total revenue
$ 53,869 $ 58,409 $ 227,770 $ 217,229
Variable marketing and advertising
( 17,653 ) ( 23,448 ) ( 67,113 ) ( 73,440 )
Segment CC&E
( 36,203 ) ( 38,640 ) ( 100,131 ) ( 98,686 )
Cost of revenue
( 193 ) ( 102 ) ( 83 ) ( 545 )
Total segment gross profit (loss) $ ( 180 ) $ ( 3,781 ) $ 60,443 $ 44,558
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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
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)
( 6,549 ) ( 6,115 ) ( 19,813 ) ( 21,200 )
Other CC&E (2)
( 611 ) ( 681 ) ( 1,814 ) ( 2,087 )
Technology and content ( 11,805 ) ( 12,264 ) ( 35,760 ) ( 38,613 )
General and administrative ( 21,925 ) ( 20,297 ) ( 60,817 ) ( 62,318 )
Impairment, restructuring and other charges ( 455 ) ( 61 ) ( 2,010 ) ( 9,409 )
Interest expense ( 2,384 ) ( 2,859 ) ( 7,380 ) ( 8,517 )
Other income, net 978 1,699 3,894 6,425
Loss before income taxes $ ( 42,931 ) $ ( 44,359 ) $ ( 63,257 ) $ ( 91,161 )
__________
(1) Other marketing and advertising costs consist of fixed marketing and advertising, previously capitalized labor, depreciation and share-based compensation costs.
(2) Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs.
There were no inter-segment revenue transactions for the periods presented. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information , our CODM does not separately evaluate assets by segment, and therefore, assets by segment are not presented.
Geographic Information
Our long-lived assets primarily consist of property and equipment, net and internally developed software. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area are summarized as follows (in thousands):
September 30, 2025 December 31, 2024
United States $ 30,690 $ 26,033
China 365 299
Total $ 31,055 $ 26,332
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Significant Customers
Substantially all revenue for the three and nine months ended September 30, 2025 and 2024 was generated from customers located in the United States. Carriers representing 10% or more of our total revenue are summarized as follows. The majority of the revenue was from the Medicare segment.
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
UnitedHealthcare (1)
29 % 19 % 26 % 17 %
Humana 22 % 29 % 23 % 28 %
Aetna (1)
11 % 17 % 13 % 20 %
____________
(1) Percentages include the carriers’ subsidiaries.
Note 10 – Leases
Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of less than 1 year to 4 years. Certain of these leases have free or escalating rent payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases include options to renew, and the exercise of these options is at our discretion.
Subsequent to becoming a remote first workplace in the third quarter of 2022, we executed several subleases of our office space in the United States. The subleases run through the remaining term of the primary leases. As of September 30, 2025, we expect to generate a total of $ 11.0 million in future sublease income through January 31, 2030. Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Condensed Consolidated Statements of Comprehensive Loss.
We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of ASC 360, Property, Plant and Equipment . As a result of becoming a remote first workplace, we have assessed our occupied leased office space to identify excess space to vacate and potentially sublease. We have also periodically reassessed current market conditions in our previously vacated leased office spaces that have not yet been subleased. In instances where we determined impairment indicators were present at that time of our reassessment, we tested our right-of-use assets, including leasehold improvements, for impairment. We utilized an income approach to value the asset groups by performing a discounted cash flow analysis and determined that for certain leases the net carrying values exceeded the estimated discounted future cash flows expected to be derived from the properties based on Level 3 inputs, including current sublease market rent, future sublease market conditions and the discount rate. During the three and nine months ended September 30, 2025, we recorded $ 0.5 million and $ 0.9 million, respectively, of impairment charges related to our operating lease right-of-use assets in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss. There were no impairment charges related to our operating lease right-of-use assets and property, plant and equipment for the three months ended September 30, 2024. We recorded $ 7.4 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2024. See Note 11 – Impairment, Restructuring and Other Charges for further discussion about our asset impairment charges.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The components of operating lease costs for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Operating lease expense $ 1,304 $ 1,255 $ 3,720 $ 4,424
Operating sublease income ( 689 ) ( 646 ) ( 2,067 ) ( 1,860 )
Total operating lease cost $ 615 $ 609 $ 1,653 $ 2,564
Supplemental information related to our leases is as follows (dollars in thousands):
Nine Months Ended
September 30,
2025 2024
Cash paid for amounts included in the measurement of operating lease liabilities $ 6,836 $ 6,663
September 30, 2025 December 31, 2024
Weighted-average remaining lease term (in years) of operating leases 3.3 3.9
Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.7 % 5.7 %
As of September 30, 2025, maturities of our operating lease liabilities are as follows (in thousands):
Year ending December 31,
2025 (remainder)
$ 2,279
2026 8,372
2027 6,950
2028 4,998
2029 3,008
Thereafter 196
Total lease payments (1)
$ 25,803
Less imputed interest ( 2,494 )
Total $ 23,309
____________
(1) Non-cancellable sublease proceeds for the remainder of 2025 and the years ending December 31, 2026, 2027, 2028, 2029 and thereafter of $ 0.7 million, $ 3.1 million, $ 3.2 million, $ 3.3 million, $ 1.4 million, and $ 0.1 million, respectively, are not included in the table above.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 11 — Impairment, Restructuring and Other Charges
The following table details impairment, restructuring and other charges for each of the periods presented (in thousands):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Asset impairment charges $ 455 $ — $ 868 $ 7,413
Restructuring and reorganization charges
— 61 1,142 1,996
Impairment, restructuring and other charges $ 455 $ 61 $ 2,010 $ 9,409
Asset Impairments
During the three and nine months ended September 30, 2025 we recognized non-cash, pre-tax asset impairment charges of $ 0.5 million and $ 0.9 million, respectively, related to operating lease right-of-use asset impairments for certain vacated leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss. Refer to Note 10 – Leases for additional information related to our lease impairment charges. We did not incur any asset impairment charges for the three months ended September 30, 2024. For the nine months ended September 30, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 7.4 million , related to several of our leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss. These charges included $ 6.9 million of operating lease right-of-use asset impairments and $ 0.5 million of property and equipment impairment for the nine months ended September 30, 2024. Refer to Note 10 – Leases for additional information related to our lease impairment charges.
Restructuring
Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs. The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands):
Balance at December 31, 2024 $ —
Restructuring and reorganization charges 1,142
Payments ( 1,032 )
Balance at September 30, 2025 $ 110
During the three months ended September 30, 2025, we incurred no pre-tax restructuring charges. During the nine months ended September 30, 2025, we recognized $ 1.1 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, primarily related to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives. Substantially all of the restructuring charges are expected to be settled in cash and no equity awards were modified. As of September 30, 2025, we had a $ 0.1 million restructuring accrual on our Condensed Consolidated Balance Sheet.
During the three and nine months ended September 30, 2024, we recognized $ 0.1 million and $ 2.0 million, respectively, of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, primarily related to employee termination benefits as a result of our cost-reduction efforts.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 12 – Debt
On February 28, 2022, we entered into a term loan credit agreement, which provides for a $ 70.0 million secured term loan credit facility, with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement”). On August 16, 2022, we entered into a first amendment (the “First Amendment”) to the Original Credit Agreement (as amended by the First Amendment, the “First Amended Credit Agreement”). The First Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the First Amendment) as a reference rate for loans under the Original Credit Agreement. On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the First Amendment and the Second Amendment, the “Second Amended Credit Agreement”), which, among other things, (i) extended the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removed the “exit fee” contemplated by the First Amended Credit Agreement and replaced it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduced the margin applicable to SOFR loans and the margin applicable to base rate loans. On October 6, 2025, we entered into a third amendment (the “Third Amendment”) to the Second Amended Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Credit Agreement”), which, among other things, extends the maturity date of the Credit Agreement from February 2026 to January 2027. The other material terms of the Second Amended Credit Agreement, including the outstanding principal amount of the term loan, remain unchanged. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes and to pay fees and expenses incurred in connection with the Credit Agreement.
In accordance with ASC 470-50, Debt Modification and Extinguishments, the Second Amendment and Third Amendment were accounted for as a debt modification. We incurred no fees associated with the Third Amendment and incurred a $ 1.1 million extension fee associated with the Second Amendment during the quarter ended December 31, 2024, which has been recorded as a direct deduction from the face amount of the loan. Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee under the Second Amendment is being amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss. Additionally, we paid $ 1.3 million during the quarter ended December 31, 2024 in third-party costs as part of the Second Amendment. Total amortization of closing costs, or debt issuance costs, was $ 0.4 million and $ 1.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 1.4 million for the three and nine months ended September 30, 2024, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss. There were $ 0.6 million of unamortized issuance costs as of September 30, 2025. The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds. The carrying value of the loan was $ 69.4 million as of September 30, 2025.
The loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin. The base rate is the highest of the prime rate, the federal funds rate plus 0.50 % and three-month Adjusted Term SOFR plus 1.00 %. The Second Amendment reduced the margin from 7.50 % to 7.00 % for Adjusted Term SOFR loans and from 6.50 % to 6.00 % for base rate loans, which remains unchanged subsequent to the Third Amendment. As of September 30, 2025, the interest rate was 11.46 %. For the three and nine months ended September 30, 2025 we incurred interest expense of $ 2.0 million and $ 6.1 million, respectively. For the three and nine months ended September 30, 2024 we incurred interest expense of $ 2.3 million and $ 6.9 million, respectively.
Furthermore, as part of the Credit Agreement, we incur a $ 0.3 million fee per annum, payable annually. The outstanding obligations under the Credit Agreement are payable in full on the maturity date. The Credit Agreement matures in January 2027. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
prepaid. Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion.
Financial covenants in the Credit Agreement require that we maintain Liquidity (as defined in the Credit Agreement) at or above $ 25.0 million as of the last calendar day of any month. The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50 % of our total contract assets - commissions receivable (i.e., both current and non-current commissions receivable). As of September 30, 2025, we were in compliance with our loan covenants.
Note 13 – Income Taxes
The following table summarizes our benefit from income taxes and our effective tax rates for the periods presented (in thousands, except effective tax rate):
Three Months Ended
September 30, Nine Months Ended
September 30,
2025 2024 2025 2024
Loss before income taxes $ ( 42,931 ) $ ( 44,359 ) $ ( 63,257 ) $ ( 91,161 )
Benefit from income taxes ( 11,240 ) ( 1,886 ) ( 16,118 ) ( 3,736 )
Effective tax rate 26.2 % 4.3 % 25.5 % 4.1 %
For the three and nine months ended September 30, 2025, we calculated our benefit from income taxes by applying an estimate of the annual effective tax rate to loss before income taxes for the reporting period. For the three and nine months ended September 30, 2024, we applied the actual effective tax rate, which reflects the actual taxes attributable to year-to-date losses, as allowed by ASC 740-270 “Income Taxes, Interim Reporting.” We determined that since minor changes in estimated income or loss for 2024 would result in significant changes in the estimated annual effective tax rate, the actual effective tax rate method would provide a more reliable estimate for the three and nine months ended September 30, 2024.
For the three and nine months ended September 30, 2025, we recorded a benefit from income taxes of $ 11.2 million and $ 16.1 million, respectively, representing an effective tax rate of 26.2 % and 25.5 %, respectively, which was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation, lobbying expenses and discrete adjustments, partially offset by research and development credits. For the three and nine months ended September 30, 2024, we recognized a benefit from income taxes of $ 1.9 million and $ 3.7 million, respectively, representing an effective tax rate of 4.3 % and 4.1 %, respectively, which was lower than the statutory federal tax rate primarily due to changes in our valuation allowance on certain U.S. deferred tax assets, stock-based compensation adjustments and non-deductible lobbying expenses partially offset by research and development credits and state taxes.
Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. We forecast taxable income by considering available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. We continue to recognize our deferred tax assets as of September 30, 2025, as we believe it is more likely than not that such deferred tax assets will be realized, with the exception of certain net operating losses and credits for which there is increased uncertainty regarding our future taxable income and a lack of other sources of taxable income, which have a valuation allowance.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted, which is the date the legislation is signed into law. The OBBBA was enacted during the quarter ended September 30, 2025. and did not have a material impact on our financial statements.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.