What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 320 added, 249 removed, 906 unchanged (39% of the section changed)

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Consolidated Balance Sheets

Consolidated Statements of Comprehensive Income ( Loss )

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

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We have audited the accompanying consolidated balance sheets of eHealth, Inc.

(the Company) as of December 31, 2024, and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025, and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with U.S.

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As described in Notes 1 and 2 to its consolidated financial statements, the Company’s commission revenue is recognized as the amount of the total estimated lifetime value (“LTV”) of the commissions expected to be received when a member obtains a plan through the Company and is approved by a carrier.

Auditing management’s determination of the LTV of commission revenue was especially complex and highly judgmental due to the complexity of the models used and the subjectivity required by the Company to estimate the amount and timing of future cash flows, calculate the amount of commission revenue that is probable of not being reversed, and determine the timing and amount of any adjustment revenue that results from changes in the estimates of previously recorded LTV.

Auditing management’s determination of the LTV of Medicare Advantage (“MA”) commission revenue was especially complex and highly judgmental due to the complexity of the models used and the subjectivity required by the Company to estimate the amount and timing of future cash flows, calculate the amount of commission revenue that is probable of not being reversed, and determine the timing and amount of any adjustment revenue that results from changes in the estimates of previously recorded LTV.

The Company utilizes statistical tools and methodologies to estimate member attrition, which is a key driver when estimating the amount and timing of future cash flows and can be particularly volatile during the first several years.

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The Company also compares actual versus expected cash collections of previously recorded LTV and assesses qualitative and quantitative factors to determine whether adjustment revenue should be recognized and, if so, the amount and timing of such.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate the amount and timing of future cash flows and LTV.

These processes and controls include those covering the models and methods used to calculate LTV, the use of management judgment to determine the constraint applied to LTV, management’s evaluation of any required adjustments to previously recorded LTV estimates, and the completeness and accuracy of the data used in such estimates and calculations.

Our audit procedures also included, among others, evaluating the methodologies used and significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company.

Our audit procedures also included, among others, evaluating the methodology used and significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company.

We involved our valuation specialists to assist in our testing of the estimated average plan duration, which includes member attrition assumptions, including performing certain corroborative calculations.

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2,250 issued and outstanding as of December 31, 2025 and 2024;

redemption value of $ 416,340 and $ 392,440 as of December 31, 2025 and 2024, respectively

382,057 337,509

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EHEALTH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share amounts)

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Operating costs and expenses

Cost of revenue 1,794 1,771

Marketing and advertising 181,240 192,631

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Total operating costs and expenses 487,519 508,839

Income (loss) from operations

Income from operations

66,489 23,571

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Other income, net

Income (loss) before income taxes

19,312 ( 30,595 )

Provision for (benefit from) income taxes

Income before income taxes

58,726 19,312

Net income (loss)

Provision for income taxes

40,044 10,057

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30,484 29,335

Comprehensive income (loss):

Net income (loss)

$ 10,057 $ ( 28,214 )

Unrealized holding gain on available for sale debt securities, net of tax

Comprehensive income:

Net income $ 40,044 $ 10,057

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

Foreign currency translation adjustments 188 ( 207 )

Comprehensive income (loss)

Comprehensive income

$ 40,216 $ 9,905

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Other comprehensive loss, net of tax — — — — — — ( 152 ) ( 152 )

Net loss — — — — — ( 28,214 ) — ( 28,214 )

— — — — — 10,057 — 10,057

Balance as of December 31, 2024 43,225 $ 43 $ 773,371 13,379 $ ( 199,998 ) $ 15,246 $ ( 234 ) $ 588,428

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Repurchase of shares to satisfy employee tax withholding obligations

— — ( 2,440 ) 424 — — — ( 2,440 )

Dividends and accretion related to convertible preferred stock — — ( 25,274 ) — — ( 25,174 ) — ( 50,448 )

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Stock-based compensation — — 15,434 — — — — 15,434

Other comprehensive loss, net of tax — — — — — — ( 152 ) ( 152 )

— — — — — 10,057 — 10,057

Other comprehensive income, net of tax — — — — — — 172 172

Net Income — — — — — 40,044 — 40,044

Balance as of December 31, 2025 44,797 $ 44 $ 761,495 13,803 $ ( 199,998 ) $ 30,116 $ ( 62 ) $ 591,595

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Operating activities:

Net income (loss)

$ 40,044 $ 10,057

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

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization 1,881 1,983

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Deferred income taxes 18,353 9,183

Loss on debt extinguishment 1,207 —

Impairment charges 868 7,479

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Proceeds from redemption and maturities of marketable securities 114,750 61,420

Net cash used in investing activities ( 48,421 ) ( 15,893 )

Net cash provided by (used in) investing activities 25,432 ( 48,421 )

Financing activities:

Payment of debt issuance costs ( 1,050 ) —

Repayment of term loan credit facility ( 70,732 ) —

Proceeds from revolving credit facility, net of costs 122,188 —

Payments of deferred financing costs ( 9,233 ) ( 1,050 )

Net proceeds from exercise of common stock options and employee stock purchases 404 354

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Payments of preferred stock dividends ( 5,900 ) ( 5,561 )

Net cash used in financing activities ( 9,674 ) ( 6,224 )

Net cash provided by (used in) financing activities 34,288 ( 9,674 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 153 ( 64 )

Net decrease in cash, cash equivalents and restricted cash ( 76,525 ) ( 28,828 )

Net increase (decrease) in cash, cash equivalents and restricted cash 34,528 ( 76,525 )

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

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Cash paid for interest $ 8,922 $ 9,232

Cash payments for income taxes, net $ ( 441 ) $ ( 327 )

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

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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 mission is to expertly guide consumers, or beneficiaries, 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 omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services through our self-service online platform, by telephone with a licensed and trained insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities.

Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit.

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Certain prior period amounts have been reclassified to conform with our current period presentation.

Beginning in the first quarter of 2024, primarily as a result of vacating excess office space, we modified our methodology used in allocatin g our facilities-r elated expenses to marketing and advertising, customer care and enrollment and technology and content.

As a result, these costs are now reported within the “General and administrative” line in our Consolidated Statements of Comprehensive Income (Loss).

We have recast the Consolidated Statements of Comprehensive Income (Loss) for the prior periods presented to conform to our current methodology.

This resulted in a classification change of expenses from marketing and advertising, customer care and enrollment and technology and content into general and administrative.

There was no impact to total operating costs and expenses, income (loss) from operations, net income (loss) or net loss per share attributable to common stockholders on our Consolidated Statements of Comprehensive Income (Loss).

Estimates and Judgments – The preparation of consolidated financial statements and related disclosures in conformity with U.S.

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Property and Equipment – Property and equipment are stated at cost, less accumulated depreciation and amortization.

Finance lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive Income (Loss).

Finance lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive Income.

Maintenance and minor replacements are expensed as incurred.

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Commission Revenue.

Our commission revenue results from approval of a submitted application from health insurance carriers, which we define as our customers under ASC 606.

Our commission revenue is primarily comprised of commission payments from health insurance carriers and is computed using the estimated constrained lifetime value (“LTV”) of commission payments that we expect to receive.

We estimate commission revenue for each insurance product by using a portfolio approach to a group of approved members by plan type and the effective month of the relevant plan, which we refer to as “cohorts.” We recognize revenue for plans approved during the period by applying the latest estimated constrained LTV for that product.

We recognize adjustment revenue for plans approved in prior periods when changes in assumptions for constrained LTV calculations are made and when there is sufficient evidence demonstrating a trend that is different from the estimated constrained LTV at the time of approval resulting in a change in estimate to expected cash collections.

Net adjustment revenue consists of increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts.

We recognize positive adjustments to revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

We assess the risk of significant revenue reversal based on statistical and qualitative analysis given historical information and current market conditions.

Our commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting average plan duration and forecasting the commission amounts likely to be received per member.

These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends and applying the constraints discussed below.

For our Medicare commission revenue, which represented 93 % and 89 % of our total commission revenue for the years ended December 31, 2024 and 2023, respectively, the estimated average plan duration, which is the average length of time paying members are active on their plans, used to calculate Medicare health insurance plan LTVs has been approximately 2 to 3 years for Medicare Advantage plans and approximately 4 to 5 years for both Medicare Supplement and Medicare Part D prescription drug plans.

While the average plan duration has been approximately 2 to 3 years for Medicare Advantage plans, certain members can have a duration of up to approximately 15 years.

The estimated average plan duration used to calculate the LTV for major medical individual and family health insurance plans has been approximately 1.5 to 2 years.

For short term health insurance plan LTVs, the estimated average plan duration has been approximately six months .

We earn commission revenue from insurance policies sold on behalf of our insurance carrier partners for which we are designated as the broker of record.

Specifically, we earn commission revenue when a submitted insurance application is approved by the health insurance carrier, who we define as our customer under ASC 606.

In the first effective plan year of a Medicare Advantage and Medicare Part D prescription drug plan, we receive a fixed, annual commission from health insurance carriers generally after the plan is approved by the carrier and becomes effective.

Additionally, if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member, either because the beneficiary just became eligible or has previously been covered through Original Medicare, we may receive a higher commission that covers a full 12-month period, regardless of the plan’s effective month.

Beginning with the second plan year and for as long as the member remains on that plan, we typically receive fixed, monthly commissions for Medicare Advantage and Medicare Part D prescription drug plans, continuing until we are no longer the broker of record.

For individual and family, Medicare Supplement, small business and ancillary plans, our commissions generally represent a flat amount per member per month or a percentage of the premium amount collected by the carrier while the member maintains coverage.

Premium-based commissions are reported to us after the health insurance carrier collects premiums, generally every month.

We continue to receive commissions from the relevant health insurance carrier until we are no longer the broker of record.

Although the commission rates we are paid are based on agreed-upon contractual terms, the transaction price for our commission revenue is determined using the estimated constrained lifetime value (“LTV”) of commission payments that we expect to receive over the life of an approved policy.

This includes the first year of commissions due upon the initial sale of the policy as well as an estimate of renewal commissions, when applicable.

We estimate constrained LTV of commissions for each insurance product by using a portfolio approach to a group of approved members by plan type and the effective month of the relevant plan, which we refer to as “cohorts.” We recognize initial revenue for plans approved during the period by applying the latest estimated constrained LTV of commissions for that product.

Our LTVs are based on a number of assumptions, some of which require significant judgment.

Our LTV assumptions include, but are not limited to, estimating the conversion rate of an approved member to a paying member, forecasting average plan duration, which is the average length of time paying members are active on their plans, and forecasting the commission amounts likely to be received per member.

These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends and then applying the constraints discussed below.

For our Medicare commission revenue, which represented 96 % and 93 % of our total commission revenue for the years ended December 31, 2025 and 2024, respectively, the estimated average plan duration used to calculate Medicare health insurance plan LTVs is approximately 2 to 3 years for Medicare Advantage plans and approximately 4 to 5 years for both Medicare Supplement and Medicare Part D prescription drug plans.

The estimated average plan duration used to calculate the LTV for major medical individual and family health insurance plans is approximately 1.5 to 2 years.

For short term health insurance plan LTVs, the estimated average plan duration is approximately six months .

For all other ancillary health insurance plan LTVs, the estimated average plan duration has historically varied from 1 to 6 years.

Constraints are applied to LTV for revenue recognition purposes to help ensure that the total estimated lifetime commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable is subsequently resolved.

For small business health insurance plans, we recognize commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following 12 months.

Constraints are applied to our computed LTVs for revenue recognition purposes to help ensure that the total estimated LTV of commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable is subsequently resolved.

Significant judgment can be involved in determining the constraint.

To determine the constraints to be applied to LTV, we compare cash collection patterns to our assumptions and analyze the drivers for variations.

We then apply judgment in assessing whether the variation between historical cash collections and LTV is representative of variations that can be expected in future periods.

We also analyze whether circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can impact the amount of cash expected to be collected in future periods, including but not limited to contracted commission rates, carrier mix, plan duration, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, changes in laws and regulations, and changes in the economic environment.

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

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

We continually review and monitor changes in the data used to estimate LTV and compare the cash received for each cohort to our original estimates at the time of approval.

The fluctuations of cash received for each cohort as compared to our estimates and the fluctuations in LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period

We then apply judgment

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We analyze these fluctuations and, to the extent we see changes in our estimates of the cash commission collections that we believe are indicative of an increase or decrease to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

As we accumulate more historical data, we continue to enhance our LTV estimation models using statistical tools to increase the accuracy of LTV estimates with an emphasis on improving member attrition forecasting.

The enhancements to the LTV estimation model provide greater statistical certainty on expected cash collections, particularly for earlier period cohorts where there is more historical data available.

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

In the first effective plan year of a Medicare Advantage and Medicare Part D prescription drug plan, for which we are the broker of record, we receive a fixed, annual commission payment from health insurance carriers generally after the plan is approved by the carrier and becomes effective.

We also receive a fixed commission that is prorated for the remaining number of months in the calendar year, if applicable.

Additionally, if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member, either because the beneficiary just became eligible or has previously been covered through Original Medicare, we may receive a higher commission rate that covers a full 12-month period, regardless of the plan’s effective month.

Premium-based commissions are reported to us after the health insurance carrier collects premiums, generally every month.

We continue to receive commissions from the relevant health insurance carrier until the health insurance plan is cancelled or we are no longer the broker of record.

We provide annual services in selling and renewing small business health insurance plans;

therefore, we recognize small business health insurance plan commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following 12 months.

For our Medicare segment, our commissions may also include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives set by the health insurance carriers.

in assessing whether the variation between historical cash collections and LTV is representative of variations that can be expected in future periods.

The constraints applied to Medicare Advantage, Medicare Supplement and Medicare Part D product LTVs were 5.5 %, 4.0 % and 7.0 %, respectively, for the year ended December 31, 2025 and 5.5 %, 9.0 % and 7.0 %, respectively, for the year ended December 31, 2024.

Additionally, we continuously monitor cash collections and performance for each existing cohort and we assess these results in relation to our most recently booked estimates.

We evaluate any differences, and to the extent we believe changes in our estimates of cash collections are indicative of an increase or decrease to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made.

As we accumulate more historical data, we continue to enhance our LTV estimation models using statistical tools to increase the accuracy of LTV estimates.

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

This results in net adjustment revenue, or adjustment to revenue recognized for existing plans approved in prior periods.

We recompute LTVs for all existing cohorts approved in prior periods on a quarterly basis and changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to contract assets — commissions receivable.

For our Medicare segment, our commissions may also include certain bonus payments, which are generally based on attaining predetermined target sales or other objectives, as determined by the health insurance carriers.

See Note 2 – Revenue for additional information regarding our commission revenue.

Other Revenue.

Our non-Medicare plan related sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website.

In return, we are typically paid a fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when the service has been performed.

Within our two operating segments, we earn commission revenue, as well as non-commission revenue, or other revenue, which includes fees related to online sponsorship and advertising, non-broker of record arrangements, technology licensing, captive arrangements and performance of other services.

We generate revenue from our sponsorship and advertising program allows carriers to purchase advertising space for non-Medicare products on our website.

In return for our services, we typically are paid a fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when the service has been performed.

We also offer our Medicare advertising program, where we may engage in other activities including marketing.

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In our non-broker of record arrangements, we facilitate beneficiary enrollment in Medicare-related health insurance plans with health insurance carriers without becoming the broker of record.

Under these arrangements, we receive one-time fees determined by contract terms.

Under these arrangements, we receive one-time and monthly fees for hours worked by the sales team for enrollments and other administrative fees, as determined by contract terms.

Our services are complete once the submitted application is approved by the relevant health insurance carrier.

Accordingly, we recognize fee income based upon the fee we expect to receive for selling the plan after the carrier approves an application.

Accordingly, we recognize fee income based upon the contract terms after the carrier approves an application.

In certain arrangements where we work as captive agents for specific health insurance carriers, we recognize revenue for customer care and enrollment (“CC&E”) and marketing fees paid to us by the health insurance carriers in the period the services are performed.

We also generate revenue from agreements with health insurance carriers to perform post enrollment services for members in Medicare-related health insurance plans.

We typically are paid a fixed fee upon completion of the specific service and the revenue is recognized in the period the service was completed.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We also generate revenue from agreements with carriers to perform post enrollment services for members in Medicare-related health insurance plans.

We typically are paid a fixed fee upon completion of the specific service and the revenue is recognized in the period the service was completed.

We may generate revenue from our commercial technology licensing, which allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes.

Typically, we are paid a one-time implementation fee, which we recognize on a straight-line basis until the implementation is complete, and a performance fee based on metrics such as submitted health insurance applications.

The performance fees are based on performance criteria.

In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met.

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Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts.

Therefore, costs related these compensation plans are expensed as incurred.

Deferred Revenue – Deferred revenue includes deferred fees and amounts collected from advertising, sponsorship or technology licensing customers in advance of our performing our service for such customers.

Therefore, costs related to these compensation plans are expensed as incurred.

Deferred Revenue – Deferred revenue includes deferred fees and amounts collected from non-broker of record arrangements, captive agreements, advertising, sponsorship or technology licensing customers in advance of our performing our service for such customers.

It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the revenue recognized to date.

Cost of Revenue – Included in cost of revenue are payments related to health insurance plans sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements.

In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold.

Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.

Marketing and Advertising Expenses – Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct marketing and marketing partner channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings.

Our direct channel expenses may consist of costs for direct mail, email marketing, paid keyword search advertising on search engines and paid social platforms, search engine optimization and television and radio advertising.

We recognize direct marketing expenses in our direct member acquisition channel in the period in which they are incurred, including in the period in which the consumer clicks on the advertisement for direct online channels.

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Advertising costs incurred in the years ended December 31, 2025 and 2024 totaled $ 153.5 million and $ 164.2 million, respectively.

In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold.

Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.

Research and Development Expenses – Research and development expenses consist primarily of compensation and related expenses incurred for employees on our engineering and technical teams, which are expensed as incurred.

Research and development costs, which totaled $ 12.4 million and $ 13.7 million for the years ended December 31, 2024 and 2023, respectively, are primarily included in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income (Loss).

Research and development costs, which totaled $ 13.8 million and $ 12.4 million for the years ended December 31, 2025 and 2024, respectively, are primarily included in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income.

Internal-Use Software and Website Development Costs – We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software and websites during the application development stage.

The amortization expenses of these assets are recorded in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income (Loss).

Our judgment is required in determining the point at which various projects enter the phases where costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives

The amortization expenses of these assets are recorded in the “Technology and content” line in the accompanying Consolidated Statements of Comprehensive Income.

For the years ended December 31, 2025 and 2024, we capitalized internal-use software and website development costs of $ 13.5 million and $ 11.5 million, respectively, and recorded amortization expense of $ 11.9 million and $ 14.4 million, respectively.

Capitalized internal-use software and website development costs are included in other assets on our Consolidated Balance Sheets and were

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

over which the costs are amortized, which is generally 3 years.

For the years ended December 31, 2024 and 2023, we capitalized internal-use software and website development costs of $ 11.5 million and $ 9.7 million, respectively, and recorded amortization expense of $ 14.4 million and $ 17.4 million, respectively.

Capitalized internal-use software and website development costs are included in other assets on our Consolidated Balance Sheets and were $ 20.7 million and $ 23.6 million as of December 31, 2024 and 2023, respectively.

$ 22.3 million and $ 20.7 million as of December 31, 2025 and 2024, respectively.

See Note 5 - Equity for the amount of stock-based compensation capitalized for internal-use software.

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We treat service-based awards with graded vesting as a single award.

We recognize stock-based compensation expense ratably based on the fair value of our stock-based awards over their respective requisite service periods, typically the vesting period, which is generally three to four years for service-based awards for employees and one year for outside directors or the one-year anniversary of achieving performance criteria for performance-based awards.

We recognize stock-based compensation expense ratably based on the fair value of our stock-based awards over their respective requisite service periods, typically the vesting period, which is generally three to four years for service-based awards for employees and one year for outside directors or up to the one-year anniversary of achieving performance criteria for performance-based awards.

Stock-based compensation expense is recognized net of estimated forfeitures.

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Our market-based performance stock units are contingent upon the attainment of certain stock prices generally over a four-year performance period.

Our non-market-based performance metrics are contingent upon attainment of certain financial performance metrics generally over a one or two -year performance period.

Performance-based stock units vest on the one-year anniversary of the date of achievement, subject to the employee’s continued service through the vesting date.

Our non-market-based performance metrics are contingent upon attainment of certain financial performance metrics, generally over a performance period of up to three years .

Performance-based stock units vest over a defined service period, subject to the employee’s continued service through the vesting date.

Each restricted and performance-based stock unit represents a contingent right to receive a share of our common stock upon predetermined criteria.

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The estimated attainment of performance-based awards is also subject to continued service through the vesting date and ultimately are subject to the discretion of the Company’s compensation committee.

The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis and incorporating these factors into the model.

Changes in key assumptions could significantly impact the valuation of such instruments.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Forfeiture Rate .

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Our matching contributions to the 401(k) Plan are discretionary and are expensed as incurred.

We recognized expense of $ 4.2 million and $ 3.6 million for the years ended December 31, 2024 and 2023, respectively, related to 401(k) matching contributions.

We recognized expenses of $ 4.2 million for each of the years ended December 31, 2025 and 2024 related to 401(k) matching contributions.

Income Taxes – We account for income taxes using the liability method.

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We record interest and penalties related to uncertain tax positions as income tax expense in the consolidated financial statements.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recently Adopted Accounting Pronouncements

Segment Reporting (Topic 280) — In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of a segment’s profit or loss.

ASU 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine its reportable segments.

The ASU is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024 and adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements with early adoption permitted.

We have adopted ASU 2023-07 retrospectively in our consolidated financial statements and related disclosures.

See Note 9 - Segment and Geographic Information for additional information .

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes (Topic 740) — In December 2023, the FASB issued 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 of this ASU on our consolidated financial statements and related disclosures.

The ASU is effective on a prospective basis for fiscal years beginning after December 15, 2024 for public entities, retrospective application and early adoption are permitted.

We have adopted ASU 2023-09 retrospectively in our consolidated financial statements and related disclosures.

Other than additional required disclosures, adoption of the ASU did not have an impact on our consolidated financial statements.

See Note 13 - Income Taxes for additional information.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 .

Disaggregation of Income

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming.

The new guidance is effective for all entities for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The ASU can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis.

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

EHEALTH, INC.

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Total Individual and Family 3,833 8,402

Short-term 2,317 3,319

Hospital Indemnity 12,157 1,585

Dental 3,183 3,514

Vision 1,859 2,062

Short-term 1,255 2,317

Other 771 1,309

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Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans.

Commission Revenue

Since the adoption of ASC 606, we have evaluated changes in estimated cash collections and compare these to the initial estimates of LTV at the time of approval.

We record adjustment revenue in the period when the risk of significant reversal is not probable and continue to enhance our LTV estimation models to improve the accuracy and to reduce the fluctuations of our LTV estimates.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Commission revenue by segment is presented in the table below (in thousands):

Commission Revenue

Commission revenue by segment is presented in the table below (in thousands, except per share amounts):

Year Ended December 31,

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Total commission revenue $ 497,955 $ 461,647

(1) These amounts reflect our revised estimates of cash collections for certain members approved prior to the relevant reporting period that are recognized as adjustments to revenue within the relevant reporting period.

The net commission revenue from members approved in prior periods, or the net adjustment revenue includes both increases as well as reductions in revenue for certain prior period cohorts.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the years ended December 31, 2024 and 2023 was $ 0.59 and $ 1.30 per basic and diluted share, respectively.

The total reductions to revenue from members approved in prior periods were $ 5.3 million and $ 4.3 million for the years ended December 31, 2024 and 2023, respectively.

These reductions to revenue primarily relate to the Medicare segment.

(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 these to the 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 net commission revenue from members approved in prior periods for the years ended December 31, 2025 and 2024 was $ 1.10 and $ 0.59 per basic and diluted share, respectively.

LTV Estimation Model

During 2024, we observed increases in new paying members, stronger constraint release and commission rate increases for our Medicare segment.

Based on our evaluation of the updated LTV models and improved retention and commission rate trends, we recorded $ 18.7 million of net adjustment revenue for the year ended December 31, 2024.

In addition, we continued to observe stronger constraint release and commission retention rate increases in our LTV assessments for the majority of the earlier period cohorts of certain products in our E&I segment and as a result, we recognized $ 4.1 million of net adjustment revenue for the year ended December 31, 2024.

We will continue to monitor our member retention rates as compared to our forecasts and other market factors and evaluate whether any addition or reduction of adjustment revenue shall be recorded as we continue to assess our LTV models in future periods.

During 2023, we observed stronger member retention rates and commission rate increases for our Medicare segment.

Based on our evaluation of the updated LTV models and retention and commission rate trends, we recorded $ 33.5 million of net adjustment revenue for the year ended December 31, 2023.

In addition, we continued to observe stronger member retention rates in our LTV assessments for the majority of the earlier period cohorts of certain products in our E&I segment and as a result, we recognized $ 14.5 million of net adjustment revenue for the year ended December 31, 2023.

During 2025, we observed increases in new paying members, constraint release for Medicare Supplement plans and commission rate increases for our Medicare segment.

Based on our evaluation of the updated LTV models, constraint release and improved retention and commission rate trends, we recorded $ 43.0 million of net adjustment revenue for the year ended December 31, 2025.

In addition, we continued to observe commission rate increases in our LTV assessments for the majority of the earlier period cohorts of certain products in our Employer & Individual (“E&I”) segment and as a result, we recognized $ 1.4 million of net adjustment revenue for the year ended December 31, 2025.

During 2024, we observed increases in new paying members, constraint release for Medicare Advantage plans and commission rate increases for our Medicare segment.

Based on our evaluation of the updated LTV models and improved retention and commission rate trends, we recorded $ 18.7 million of net adjustment revenue for the year ended December 31, 2024.

In addition, we continued to observe commission retention rate increases in our LTV assessments for the majority of the earlier period cohorts of certain products in our E&I segment and as a result, we recognized $ 4.1 million of net adjustment revenue for the year ended December 31, 2024.

EHEALTH, INC.

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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 Consolidated Statements of Comprehensive Income (Loss).

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

There were no write-offs during the years ended December 31, 2025 and 2024.

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Prepaid software and maintenance contracts $ 5,449 $ 5,582

Prepaid expenses 2,405 1,808

Prepaid licenses 2,335 2,358

Prepaid insurance 1,254 1,296

Prepaid marketing 1,104 1,058

Prepaid other expenses 1,787 1,347

Other current assets 1,399 1,320

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Depreciation and amortization expense related to property and equipment for the years ended December 31, 2025 and 2024 was $ 1.9 million and $ 2.0 million, respectively.

During 2024, we recognized $ 0.5 million of property and equipment impairment as a result of impairment charges on certain leased office spaces in the “ Impairment, restructuring and other charges ” line in our Consolidated Statements of Comprehensive Income (Loss).

See Note 11 – Impairment, Restructuring and Other Charges for further discussion on our impairment charge in 2024.

Intangible Assets – As of December 31, 2025 and 2024, our intangible assets subject to amortization had a gross carrying value of $ 17.2 million and life-to-date accumulated amortization and impairment charges of $ 17.2 million.

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Money market funds $ 15,563 $ 15,563 $ — $ — $ 15,563

Commercial paper 10,562 — 10,562 — 10,562

Government securities 2,618 — 2,618 — 2,618

Short-term marketable securities

Commercial paper 3,495 — 3,495 — 3,495

Government securities 25,244 — 25,244 — 25,244

Total assets measured at fair value $ 19,058 $ 15,563 $ 3,495 $ — $ 19,058

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Short-term marketable securities

Commercial paper 17,799 — 17,799 — 17,799

Government securities 25,244 — 25,244 — 25,244

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Money market funds $ 15,563 $ — $ — $ 15,563

Commercial paper 10,565 — ( 3 ) 10,562

Government securities 2,618 — — 2,618

Short-term marketable securities

Commercial paper 3,495 — — 3,495

Government securities 25,232 12 — 25,244

Total $ 19,058 $ — $ — $ 19,058

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17,792 7 — 17,799

Corporate bond 25,232 12 — 25,244

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

As of December 31, 2024 and 2023, we had 11 and 20 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate.

As of December 31, 2025, we had no securities in a net unrealized loss position.

As of December 31, 2024, we had 11 securities 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 year ended December 31, 2025 or 2024.

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Holders of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions applicable to the common stock.

Stock Repurchase Programs – We had no stock repurchase activity during the years ending December 31, 2025 or 2024 and had 10.7 million shares previously repurchased under our past repurchase programs.

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade.

Such repurchased shares are held in treasury and are presented using the cost method.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Repurchase Programs – We had no stock repurchase activity during the years ending December 31, 2024 or 2023.

In addition, as of December 31, 2025 and 2024, we had 3.1 million and 2.7 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 December 31, 2025 and 2024, we had a total of 13.8 million and 13.4 million shares, respectively, held in treasury.

As of December 31, 2024 and 2023, we had 2.7 million and 2.1 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units as well as 10.7 million shares previously repurchased under our past repurchase programs.

For accounting purposes, common stock repurchased under our stock repurchase programs is recorded based upon the settlement date of the applicable trade.

Such repurchased shares are held in treasury and are presented using the cost method.

2020 Employee Share Purchase Plan – On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted an amendment to the eHealth, Inc.

2020 Employee Stock Purchase Plan (“ESPP”) to increase the maximum number of shares that may be issued under the ESPP by 0.5 million shares to a total of 1.0 million shares.

2020 Employee Share Purchase Plan – Our Amended and Restated 2020 Employee Stock Purchase Plan (“ESPP”) allows eligible employees to purchase shares of our common stock based on a percentage of their compensation subject to certain limits.

Employees purchased 0.1 million shares of common stock under our ESPP during the years ended December 31, 2025 and 2024.

There were 0.4 million shares remaining for purchase under our ESPP as of December 31, 2025.

As of December 31, 2024, there was $ 0.1 million of unrecognized compensation cost related to our employee stock purchase program, expected to be recognized over a weighted average period of 0.4 years.

Equity Plans – As of December 31, 2024, we can award share-based compensation grants under the Amended and Restated 2021 Inducement Plan (the “A&R 2021 Inducement Plan”) and the 2024 Equity Incentive Plan (the “2024 Equity Plan”) (together, the “Equity Plans”).

On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted the 2024 Equity Plan which replaced the Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”).

There was $ 0.1 million of unrecognized compensation cost related to our employee stock purchase program, expected to be recognized over a weighted average period of 0.4 years as of December 31, 2025.

Amended and Restated 2024 Equity Incentive Plan – On June 12, 2024, upon approval at our annual meeting of stockholders, we adopted the 2024 Equity Plan which replaced the Amended and Restated 2014 Equity Incentive Plan (the “2014 Equity Plan”).

Subject to applicable laws, we are permitted to grant awards of stock options, restricted stock units, stock appreciation rights, performance units and performance shares to eligible employees, directors and consultants of ours or any parent or subsidiary corporation of ours under the 2024 Equity Plan.

We have reserved for issuance under the 2024 Equity Plan a number of shares equal to the sum of (i) 1,350,000 shares, plus (ii) up to an additional 300,000 shares reserved for issuance under the 2014 Equity Plan that (A) were reserved but not issued or (B) are subject to equity awards that later expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest.

The 2024 Equity Plan does not include an evergreen provision to automatically increase the number of shares available under the plan, and any increase in the number of shares authorized for issuance under the 2024 Equity Plan requires stockholder approval.

Additionally, while shares subject to awards granted under our 2024 Equity Plan which expire or become unexercisable or are forfeited to or repurchased by us due to failure to vest will return to the 2024 Equity Plan share reserve, the following shares will not return to the share reserve for future issuance:

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 for issuance under the A&R 2024 Equity Plan.

The A&R 2024 Equity Plan does not include an evergreen provision to automatically increase the number of shares available under the plan, and any increase in the number of shares authorized for issuance under the A&R 2024 Equity Plan requires stockholder approval.

Additionally, while shares subject to awards granted under our A&R 2024 Equity Plan which expire or become unexercisable or are forfeited to or repurchased by us due to failure to vest will return to the A&R 2024 Equity Plan share reserve, the following shares will not return to the share reserve for future issuance:

(i) shares used in connection with the exercise of an option and/or stock appreciation right to pay the exercise price or purchase price of such award or satisfy applicable tax withholding obligations;

and (ii) the gross number of shares subject to stock appreciation rights that are exercised.

We generally issue previously unissued common stock upon the exercise of stock options and the vesting of restricted and performance-based stock units.

However, we may reissue previously acquired treasury shares to satisfy these future issuances.

As of December 31, 2024, there were 5.8 million shares reserved for issuance and 2.1 million shares available for grant under the Equity Plans.

As of December 31, 2025, 1,281,644 shares were available for grant under the A&R 2024 Equity Plan.

Amended and Restated 2021 Inducement Plan - On September 22, 2021, the Company adopted an inducement plan (the “2021 Inducement Plan”), pursuant to which the Company reserved 410,000 shares of its common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as an inducement material to the individual's entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules (“Nasdaq Rules”).

Subject to applicable laws, the 2021 Inducement Plan allows us to grant awards of nonqualified stock options, restricted stock units, stock appreciation rights, performance units and performance shares to eligible individuals.

In March 2022 and September 2022, the Company amended and restated its 2021 Inducement Plan to reserve an additional 500,000 and 1,500,000 million shares of its common stock, respectively (as amended and restated, the "A&R 2021 Inducement Plan").

The 2021 Inducement Plan and its amendments were approved by our board of directors (the "Board") without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Rules, and the terms and conditions of the A&R 2021 Inducement Plan and awards to be granted thereunder are substantially similar to our stockholder-approved A&R 2024 Plan.

As of December 31, 2025, 67,552 shares were available for grant under the 2021 Inducement Plan.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation Expense – The following table summarizes stock-based compensation expense recognized for the years presented below (in thousands):

Stock-Based Compensation Expense – Our stock-based compensation expense is summarized by award types for the years presented below (in thousands):

Year Ended December 31,

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Total stock-based compensation $ 15,434 $ 20,568

For the years ended December 31, 2024 and 2023, there was a total of $ 0.7 million and $ 1.0 million, respectively, of stock-based compensation expense capitalized in the internal-use software and website development costs classified under Other assets, which represents a noncash investing activity.

For the years ended December 31, 2025 and 2024, there was a total of $ 0.4 million and $ 0.7 million, respectively, of stock-based compensation expense capitalized in the internal-use software and website development costs in the “Other assets” line in our Consolidated Balance Sheets and represents a noncash investing activity.

Stock Options – The following table summarizes stock option activity (in thousands, except weighted-average exercise price and weighted-average remaining contractual life data):

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There were no options granted or exercised during the years ended December 31, 2025 and 2024.

As of December 31, 2024, there was $ 0.4 million of total unamortized compensation cost, net of estimated forfeitures, related to stock options, expected to be recognized over a weighted average period of 0.4 years.

As of December 31, 2025, there was no unamortized compensation cost, net of estimated forfeitures, related to stock options.

Restricted Stock Units – The following table summarizes restricted stock unit activity (in thousands, except weighted-average grant date fair value and weighted-average remaining service period data):

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Granted 510 $ 3.43

Vested ( 303 ) $ 7.38

Forfeited ( 73 ) $ 36.28

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(1) The aggregate intrinsic value is calculated as the difference of the grant date price and our closing stock price as of December 31, 2025 and 2024 multiplied by the number of performance stock units outstanding as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, there was $ 1.3 million of total unamortized compensation cost, net of estimated forfeitures, related to performance-based stock units, expected to be recognized over a weighted average period of 1.8 years.

There were no performance-based stock units that vested during the year ended December 31, 2025 The total fair value of performance-based stock units vested during the year ended December 31, 2024 was $ 2.5 million.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, there was $ 1.7 million of total unamortized compensation cost, net of estimated forfeitures, related to performance-based stock units, expected to be recognized over a weighted average period of 2.0 years.

The total fair value of performance-based stock units vested during the year ended December 31, 2024 and 2023 was $ 2.5 million and $ 0.7 million, respectively.

The weighted-average fair value of the market-based performance-based stock units was determined using the Monte Carlo simulation model using the following weighted average assumptions:

Year Ended December 31,

Expected term (years) n/a 1.1

Expected volatility n/a 76.3 %

Expected dividend yield n/a — %

Risk-free interest rate n/a 4.0 %

Weighted-average grant date fair value n/a $ 4.79

Note 6 – Convertible Preferred Stock

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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.

On December 31, 2025, in connection with our entry into the new revolving credit facility with CCP Agency, LLC (the “Revolving Credit Facility”), we entered into a first amendment to the H.I.G.

Investment Agreement (the “H.I.G.

Investment Agreement Amendment”), which amends the H.I.G.

Investment Agreement to, among other things, (i) explicitly permit entry into, borrowings under, and refinancing of the Revolving Credit Facility up to the initial $ 125.0 million in Aggregate Revolving Loan Commitments, as defined in the Investment Agreement Amendment, plus in the case of refinancings, certain additional amounts, (ii) add a liquidity covenant substantially similar to the covenant provided for in the Revolving Credit Facility, with the sole remedy for breach of the liquidity covenant being a 2.00 % increase in the paid-in-kind dividend rate as described below, (iii) establish H.I.G.’s rights with respect to a new strategy committee of the Company’s board of directors, including the right to designate one member and an observer to the committee, and (iv) provide certain additional governance and covenant protections to H.I.G., including with respect to additional debt incurrence and information rights related to the Company’s annual budget.

For further information on the Revolving Credit Facility, see Note 12 - Debt .

Our Series A Preferred Stock is considered temporary equity in our 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 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”).

Investment Agreement Amendment had no impact on the classification or measurement of our Series A Preferred Stock as no substantive terms were modified.

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

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Dividends compound semiannually and are PIK and payable in cash in arrears, as applicable, on June 30 and December 31 of each year.

During the year ended December 31, 2024, we made cash dividend payments in an aggregate amount of $ 5.6 million .

PIK dividends are cumulative and are added to the Accrued Value, as defined in the H.I.G.

Investment Agreement.

During the year ended December 31, 2025, we made cash dividend payments in an aggregate amount of $ 5.9 million .

Board Nomination Rights – As of December 31, 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 (“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.

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 December 31, 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.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 has 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 has 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 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.

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to accelerate the redemption of the Series A Preferred Stock.

Investment Agreement Amendment adds an additional liquidity covenant in which our Unrestricted Cash, as defined in the H.I.G.

Investment Agreement Amendment, shall be no less than $ 45.0 million as of the last day of each calendar month 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.

Failure to maintain the minimum Unrestricted Cash balance will result in a PIK dividend accrual rate of 8.00 % per annum until the later of (a) the date on which we cure such breach, violation or failure and (b) the one-year anniversary of the date on which such breach, violation or failure first occurred.

As of December 31, 2025, we were in compliance with the additional liquidity covenant.

As of December 31, 2025, the estimated Series A Preferred Stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends, that have not yet been added to the 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 December 31, 2025.

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

For the Years Ending December 31,

Year Ending December 31,

2026 $ 10,553

Total $ 14,058

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We provide comprehensive major medical benefits to our employees.

Effective January 1, 2023, we began maintaining a substantial portion of our U.S.

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 December 31, 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.

For the years ended December 31, 2024 and 2023 we had a self-insurance liability balance of $ 2.1 million and $ 2.5 million, respectively, in the “Accrued compensation and benefits” line on our Consolidated Balance Sheets.

For the years ended December 31, 2025 and 2024 we had a self-insurance liability balance of $ 2.6 million and $ 2.1 million, respectively, in the “Accrued compensation and benefits” line in our Consolidated Balance Sheets.

Contingencies

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An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Legal proceedings or other contingencies could result in material costs, even if we ultimately prevail, and we may from time to time enter into settlements to resolve such litigation.

During the years ended December 31, 2025 and 2024, 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.

There were no material litigation-related accruals recorded during the years ended December 31, 2024 and 2023.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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, and eHealth filed its joint replies on December 19, 2025.

In the meantime, on December 9, 2025, eHealth filed a motion for leave to depose the Relator regarding certain eHealth privileged documents found to be in the Relator’s possession.

The government and Relator each filed an opposition to this motion on December 23, 2025, and eHealth filed a reply brief on December 30, 2025.

The court heard oral argument on both the deposition motion and the motions to dismiss on January 21, 2026, and took both matters under submission.

The court subsequently extended the stay in the Relator’s case until the resolution of the pending motion to dismiss or May 13, 2026, whichever occurs first.

Note 9 – Segment and Geographic Information

2 unchanged sentences

Our business structure is comprised of two reportable operating segments:

(i) Medicare, and (ii) Employer and Individual (“E&I”).

(i) Medicare, and (ii) 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.

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 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, 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.

Our commissions may also 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 programs, including other services such as marketing, as well as amounts earned from our non-broker of record fee-based arrangements and our performance of various post-enrollment services for members.

The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including both qualified and non-qualified plans, employer plans, which include small business health insurance plans, Individual Coverage Health Reimbursement Arrangements (“ICHRAs”) 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 operation in the annual budget and forecasting process along with evaluation of actual performance.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and cost of revenue for the applicable segment.

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.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The results of our reportable segments are summarized for the periods presented below (in thousands):

7 unchanged sentences

Medicare segment gross profit $ 232,038 $ 191,508

$ 191,508 $ 125,758

Employer and Individual:

7 unchanged sentences

E&I segment gross profit $ 8,730 $ 16,950

$ 16,950 $ 33,427

Consolidated:

7 unchanged sentences

Total segment gross profit $ 240,768 $ 208,458

$ 208,458 $ 159,185

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

Year Ended December 31,

10 unchanged sentences

Other income, net 2,998 6,900

Income (loss) before income taxes

Income before income taxes

$ 58,726 $ 19,312

22 unchanged sentences

Note 10 – Leases

Our lease portfolio primarily consists of operating leases for office space and our leases have remaining lease terms of 1 to 5 years.

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

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

4 unchanged sentences

As of December 31, 2025, we expect to generate a total of $ 10.2 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 Consolidated Statements of Comprehensive Income (Loss).

Sublease income is recorded on a straight-line basis as a reduction of lease expense in our Consolidated Statements of Comprehensive Income.

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 part of our continued cost savings initiatives, we reassessed our occupied leased office space to identify excess space to vacate and potentially sublease.

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

As a result, we determined impairment indicators were present and we performed impairment testing of our right-of-use assets, including leasehold improvements.

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

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

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

We utilized an income approach to value the asset groups by performing a discounted cash flow analysis and determined that for certain leases the net carrying values exceeded the estimated discounted future cash flows expected to be derived from the properties based on Level 3 inputs, including current sublease market rent, future sublease market conditions and the discount rate.

This resulted in $ 7.5 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment, which was reflected in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss) for the year ended December 31, 2024.

During the years ended December 31, 2025 and 2024 we recorded $ 0.9 million and $ 7.5 million, respectively, 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 Consolidated Statements of Comprehensive Income.

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

We recorded no impairment charges related to operating lease right-of-use assets and the corresponding property, plant and equipment during the year ended December 31, 2023.

The components of operating lease costs were as follows (in thousands):

4 unchanged sentences

Total operating lease cost $ 1,996 $ 3,110

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

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

Year Ended December 31,

8 unchanged sentences

Year ending December 31,

Thereafter 196

Total lease payments (1)

1 unchanged sentence

Total $ 21,399

(1) Non-cancellable sublease proceeds for the years ending December 31, 2025, 2026, 2027, 2028, 2029 and thereafter of $ 2.7 million, $ 2.9 million, $ 3.0 million, $ 3.1 million, $ 1.1 million, and $ 0.1 million, respectively, are not included in the table above.

(1) Non-cancellable sublease proceeds for the years ending December 31, 2026, 2027, 2028, 2029, and 2030 of $ 3.1 million, $ 3.2 million, $ 3.3 million, $ 1.4 million and $ 0.1 million, respectively, are not included in the table above.

There will be no sublease proceeds in the years after December 31, 2030.

Note 11 – Impairment, Restructuring and Other Charges

5 unchanged sentences

Asset Impairments

For the year ended December 31, 2024, we recognized non-cash, pre-tax asset impairment charges of $ 7.5 million, related to several of our leased office spaces in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss).

For the year ended December 31, 2025, we recognized non-cash, pre-tax asset impairment charges of $ 0.9 million related to operating lease right-of-use asset impairments for certain vacated leased office spaces in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income.

These charges were comprised of $ 7.0 million of operating lease right-of-use asset impairments and $ 0.5 million of property and equipment impairment.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restructuring

5 unchanged sentences

Balance at December 31, 2025 $ —

During the year ended December 31, 2024, we recognized $ 2.0 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income (Loss), primarily related to employee termination benefits as a result of our cost-reduction efforts.

Substantially all of

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

the restructuring charges were settled in cash and no equity awards were modified.

During the year ended December 31, 2025, we recognized $ 1.1 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income, primarily related to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives.

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

As of December 31, 2025, we had no restructuring accrual on our Consolidated Balance Sheets.

During the year ended December 31, 2023, we incurred no pre-tax restructuring charges.

During the year ended December 31, 2024, we recognized $ 2.0 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Consolidated Statements of Comprehensive Income, primarily related to employee termination benefits as a result of our cost-reduction efforts.

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

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”).

Revolving Credit Facility

On December 31, 2025 (the “Closing Date”), eHealthInsurance Services, Inc.

(the “Borrower”), a wholly-owned indirect subsidiary of eHealth, Inc., entered into a credit agreement (the “Revolving Credit Agreement”) with CCP Agency, LLC, as agent (the “Agent”), and the lenders party thereto.

The Revolving Credit Agreement provides for a new asset-based revolving credit facility (the “Revolving Credit Facility”) with aggregate commitments of $ 125.0 million (the “Aggregate Revolving Loan Commitment”).

The Borrower has the ability to request an increase to the Aggregate Revolving Loan Commitment under the Revolving Credit Agreement by an additional amount of up to $ 50.0 million, provided we receive commitments for such increase and satisfy certain other conditions.

The amount available for us to borrow under the Revolving Credit Facility is equal to the lesser of the Aggregate Revolving Loan Commitment and the Borrowing Base, as defined by the Revolving Credit Agreement.

As of December 31, 2025, we borrowed $ 125.0 million of revolving loans available under the Revolving Credit Facility.

A portion of the proceeds were used to repay in full all obligations outstanding under the Credit Agreement, as defined below, and to pay fees and expenses associated with the transactions contemplated by the Revolving Credit Agreement and the Investment Agreement Amendment.

The remaining proceeds will be used for working capital and general corporate purposes.

The obligations under the Revolving Credit Facility are guaranteed by Amplify Engagement Solutions Insurance Agency, LLC, the direct parent of the Borrower, and certain of the Company’s current and future subsidiaries (collectively, the “Guarantors”) and are secured by a first-priority lien on substantially all assets of the Borrower and the Guarantors, subject to certain carve-outs and exceptions.

The Revolving Credit Facility matures in December 2028.

Borrowings under the Revolving Credit Agreement currently bear interest at the one-month Term SOFR (as defined in the Revolving Credit Agreement, subject to a floor of 2.00 % per annum), plus an applicable margin of 6.50 % per annum, and, under certain specified circumstances, may be calculated at the base rate (which is the highest of (1) the prime rate on such day, (2) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50 % per annum, (3) the one-month Term SOFR rate published, plus 2.00 % per annum, and (4) 3.00 % per annum), plus an applicable margin of 5.50 % per annum.

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We may voluntarily prepay the revolving loans under the Revolving Credit Facility in whole or in part, up to two times in any twelve-month period (when taken together with any borrowings after the Closing Date), and reduce or cancel commitments under the Revolving Credit Facility, in each case subject to notice requirements, minimum amounts and prepayment premiums.

We must prepay outstanding borrowings under the Revolving Credit Facility upon the occurrence of certain mandatory prepayment events, as set forth in the Revolving Credit Agreement.

Financial covenants in the Revolving Credit Agreement require that we maintain a maximum total leverage ratio, a minimum unrestricted cash balance and a minimum lifetime value to acquisition cost ratio, each as defined in the Revolving Credit Agreement.

Additionally, the Revolving Credit Agreement contains customary affirmative and negative covenants that limit the ability of the Borrower and its subsidiaries or the Guarantors, as applicable, to, among other things:

(i) incur additional debt or issue certain preferred stock;

(ii) pay dividends, redeem stock, or make other distributions;

(iii) make other restricted payments or investments;

(iv) grant liens or security interests on assets;

(v) transfer or sell assets;

(vi) create restrictions on payment of dividends or other amounts;

(vii) engage in mergers or consolidations;

or (viii) engage in certain transactions with affiliates, in each case, subject to certain carve outs and exceptions.

The Revolving Credit Agreement also contains various events of default, such as a default in the performance or observance of any covenant (subject to cure periods and materiality thresholds).

Upon the occurrence and during the continuance of an event of default, the Agent is entitled to take various actions, including the acceleration of all amounts due under the Revolving Credit Agreement.

As of December 31, 2025, we were in compliance with our Revolving Credit Agreement covenants.

We incurred closing costs of $ 12.0 million, which were recorded as a direct deduction from the face of the loan on our Consolidated Balance Sheet, all of which remained unamortized as of December 31, 2025.

The carrying value of the term loan approximated 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 is $ 113.0 million as of December 31, 2025.

Term Loan Credit Facility

On February 28, 2022, we entered into a term loan credit agreement, which provided 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 “Credit Agreement”), which, among other things, (i) extends the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removes the "exit fee" contemplated by the Credit Agreement and replaces it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduces the margin applicable to SOFR loans and the margin applicable to base rate loans.

The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes and to pay fees and expenses in connection with the entry into the Credit Agreement.

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

The $ 1.1 million extension fee paid to the lenders of the Credit Agreement during the quarter ended December 31, 2024 has been recorded as a direct deduction from the face amount of the loan on our Consolidated Balance Sheets.

Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee is amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in o ur Consolidated Statements of Comprehensive Income (Loss) .

Additionally, we paid $ 1.3 million during the quarter ended December 31, 2024 in third-party costs as part of the Second Ame ndment, which is recorded in the “Other income, net” line in our Consolidated Statements of Comprehensive Income (Loss).

For the years ended December 31, 2024 and 2023, total amortization of closing costs, or debt issuance costs, was $ 1.8 million and $ 1.6 million respectively.

There were $ 1.5 million of unamortized issuance costs as of December 31, 2024.

The carrying value of the term loan approximates the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate is variable over the selected interest period and is similar to current rates at which we can borrow funds.

The carrying value of the loan was $ 68.5 million as of December 31, 2024.

The loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin.

The base rate is the highest of the prime rate, the federal funds rate plus 0.50 % and three-month Adjusted Term SOFR plus 1.00 %.

The Second Amendment reduced the margin from 7.50 % to 7.00 % for Adjusted Term SOFR loans and from 6.50 % to 6.00 % for base rate loans.

As of December 31, 2024, the interest rate was 11.78 %.

For the years ended December 31, 2024 and 2023, we incurred interest expense of $ 9.2 million and $ 9.1 million, respectively.

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

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

The Credit Agreement matures in February 2026.

We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being prepaid, plus, solely in the case of loans prepaid on or prior to March 1, 2025, an additional “make-whole” amount.

Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to customary exclusion.

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, extended the maturity date of the Credit Agreement from February 2026 to January 2027.

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

The proceeds of the loans under the Credit Agreement were 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 year ended December 31, 2024, which was 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 was amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in o ur Consolidated Statements of Comprehensive Income .

Additionally, we paid $ 1.3 million in third-party costs during the years ended December 31, 2024 and 2025, related to the Second Ame ndment and Third Amendment,

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2024, we were in compliance with our loan covenants.

respectively.

For the years ended December 31, 2025 and 2024, total amortization of closing costs, or debt issuance costs, was $ 1.1 million and $ 1.8 million respectively, and is recorded in the “Interest expense” line in our Consolidated Statements of Comprehensive Income.

The carrying value of the term loan approximated the fair value, based on Level 2 inputs (observable market prices in less than active markets), as the interest rate was variable over the selected interest period and is similar to current rates at which we can borrow funds.

The loans under the Credit Agreement bore 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 remained unchanged subsequent to the Third Amendment.

As of the termination date of December 31, 2025, the interest rate was 11.08 %.

For the years ended December 31, 2025 and 2024, we incurred interest expense of $ 8.2 million and $ 9.2 million, respectively.

Financial covenants in the Credit Agreement required 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 required 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).

At the time of the termination of the Credit Agreement, we were in compliance with our loan covenants.

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

The outstanding obligations under the Credit Agreement were payable in full on the maturity date in January 2027, with the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being prepaid.

Our obligations under the Credit Agreement were 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.

In connection with the execution of the Revolving Credit Agreement, we terminated and repaid in full the Credit Agreement, which had an outstanding balance of $ 70.0 million.

As a result of the early termination, we wrote off $ 0.5 million of deferred issuance costs and paid a termination fee of $ 0.7 million which were recorded in the “Interest expense” line in our Consolidated Statements of Comprehensive Income.

Note 13 – Income Taxes

The components of our income (loss) before income taxes were as follows (in thousands):

The components of our income before income taxes were as follows (in thousands):

Year Ended December 31,

1 unchanged sentence

Foreign 1,033 1,605

Income (loss) before income taxes

Income before income taxes

$ 58,726 $ 19,312

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The federal, state and foreign income tax provision (benefit) is summarized as follows (in thousands):

7 unchanged sentences

Total deferred 18,352 9,178

Provision for (benefit from) income taxes

$ 9,255 $ ( 2,381 )

Provision for income taxes $ 18,682 $ 9,255

The state and foreign income taxes paid (net of refunds received) are summarized as follows (in thousands):

Year Ended December 31,

US Federal $ — $ —

US State and Local

Tennessee 58 —

New York State 50 75

North Carolina 44 33

Massachusetts 29 35

South Carolina 19 42

New York City 15 23

Indiana ( 292 ) —

State and Local 162 243

China 228 198

Total Foreign 228 198

Total income taxes paid, net $ 390 $ 441

EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In 2025, we had consolidated income before income taxes of $ 58.7 million and provision for income taxes of $ 18.7 million, with an effective tax rate of 31.8 %.

In 2024, we had consolidated income before income taxes of $ 19.3 million and provision for income taxes of $ 9.3 million, with an effective tax rate of 47.9 %.

The effective tax rate of our provision for (benefit from) income taxes differs from the federal statutory rate as follows:

Year Ended December 31,

Statutory rate 21.0 % 21.0 %

State income taxes, net of federal benefit 4.4 2.8

Stock-based compensation shortfalls, net 11.0 ( 6.8 )

Non-deductible stock-based compensation 7.4 ( 4.7 )

Non-deductible lobbying expenses 1.4 ( 0.9 )

Research and development credits ( 3.3 ) 1.7

Tax expense computed at U.S.

federal statutory income tax rate $ 12,332 21.0 % $ 4,056 21.0 %

Domestic state and local income taxes, net of federal effect (1)

3,938 6.7 % 1,078 5.6 %

Foreign tax effects ( 59 ) ( 0.1 ) % ( 83 ) ( 0.4 ) %

Research and development tax credits ( 1,075 ) ( 1.8 ) % ( 921 ) ( 4.8 ) %

Nontaxable or nondeductible items

Lobbying Expense — — % 261 1.4 %

Net shortfalls from stock-based compensation 1,968 3.4 % 2,092 10.8 %

Nondeductible executive compensation — — % 1,383 7.2 %

Other 954 1.6 % 133 0.6 %

Effect of cross-border tax laws

Global intangible low-taxed income 96 0.2 % 239 1.2 %

Changes in valuation allowance — — % ( 85 ) ( 0.4 ) %

Foreign income tax and income inclusion 0.8 ( 1.5 )

Prior Period Adjustment — — % 655 3.4 %

Other permanent differences 0.2 ( 1.8 )

Effective tax rate 47.9 % 7.8 %

Worldwide changes in unrecognized tax benefits 528 0.8 % 447 2.3 %

Provision for Income Taxes/ Effective Tax Rate $ 18,682 31.8 % $ 9,255 47.9 %

(1) Taxes in IL, MI, NY, FL, GA, NJ and PA made up the majority (greater than 50 percent) of the tax effect in this category in 2025 and taxes in NY made up the majority of the tax effect in this category in 2024.

EHEALTH, INC.

7 unchanged sentences

Research and development credits carryovers 15,123 13,466

Operating lease liabilities 6,912 8,458

Accruals and reserves 6,084 6,442

Operating lease liabilities 5,274 6,912

Fixed assets 1,003 982

40 unchanged sentences

$ 11,689 $ 11,133

As of December 31, 2024, the total amount of gross unrecognized tax benefits was $ 11.1 million, of which $ 9.8 million, if recognized, would affect our effective tax rate.

As of December 31, 2025, we had $ 11.7 million of gross unrecognized tax benefits.

Of these, $ 6.6 million would favorably impact our effective tax rate in future periods if recognized, and $ 5.1 million will have no or minimal impact on the effective tax rate in future periods if recognized due to a valuation allowance on such unrecognized tax benefits.

As of December 31, 2024, the total amount of gross unrecognized tax benefits was $ 11.1 million, of which $ 9.8 million, if recognized, would affect our effective tax rate.

2 unchanged sentences

We did not record an accrual for penalties.

As of December 31, 2024, we had an immaterial amount related to tax positions for which it is reasonably possible that the statute of limitations will expire in various jurisdictions and income tax exams will close within the next 12 months.

We are subject to taxation in various jurisdictions, including federal, state and foreign.

2 unchanged sentences

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-K

Item 8. Financial Statements and Supplementary Data