What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 213 added, 306 removed, 560 unchanged (48% of the section changed)

3 unchanged sentences

(in thousands, unaudited)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

30 unchanged sentences

Treasury stock, at cost ( 199,998 ) ( 199,998 )

Retained earnings (accumulated deficit) ( 43,815 ) 15,246

Accumulated other comprehensive loss ( 178 ) ( 234 )

Retained earnings 12,009 30,116

Accumulated other comprehensive income (loss) 58 ( 62 )

Total stockholders’ equity 575,731 591,595

2 unchanged sentences

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, except per share amounts, unaudited)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Commission $ 79,807 $ 98,946

8 unchanged sentences

Total operating costs and expenses 90,896 108,321

Loss from operations

Income (loss) from operations

( 2,878 ) 4,798

1 unchanged sentence

Other income, net 840 1,576

Loss before income taxes

Income (loss) before income taxes

( 6,073 ) 3,726

Benefit from income taxes ( 11,240 ) ( 1,886 ) ( 16,118 ) ( 3,736 )

Provision for (benefit from) income taxes ( 1,359 ) 1,776

Net income (loss)

( 4,714 ) 1,950

7 unchanged sentences

Basic and diluted 31,132 29,997

Comprehensive loss:

Comprehensive income (loss):

Net income (loss)

$ ( 4,714 ) $ 1,950

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

Unrealized loss on available for sale debt securities, net of tax

( 27 ) ( 37 )

Foreign currency translation adjustments 147 6

Comprehensive loss

Comprehensive income (loss)

$ ( 4,594 ) $ 1,919

5 unchanged sentences

Capital Treasury Stock Retained Earnings

(Accumulated Deficit)

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Income (Loss)

Total Stockholders’ Equity

5 unchanged sentences

Stock-based compensation — — 2,283 — — — 2,283

Other comprehensive loss, net of tax

— — — — — — ( 31 ) ( 31 )

— — — — — 1,950 — 1,950

Balance as of March 31, 2025 43,477 $ 43 $ 776,569 13,454 $ ( 199,998 ) $ 5,274 $ ( 265 ) $ 581,623

Issuance of common stock in connection with equity incentive plans 617 1 — — — — — 1

Repurchase of shares to satisfy employee tax withholding obligations — — ( 1,128 ) 196 — — — ( 1,128 )

Dividends and accretion related to convertible preferred stock — — ( 12,385 ) — — — — ( 12,385 )

Issuance of common stock for employee stock purchase program 43 — 189 — — — — 189

Stock-based compensation — — 4,016 — — — — 4,016

Other comprehensive income, net of tax — — — — — — 120 120

— — — — — — 5 5

Net loss — — — — — ( 4,714 ) — ( 4,714 )

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

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

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

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

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

Other comprehensive income, net of tax

— — — — — — 82 82

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

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

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

Balance as of March 31, 2026 45,000 $ 45 $ 763,617 13,848 $ ( 199,998 ) $ 12,009 $ 58 $ 575,731

Common Stock Additional Paid-in

Capital Treasury Stock Retained Earnings (Accumulated Deficit)

Accumulated Other Comprehensive Income (Loss)

Capital Treasury Stock Retained Earnings

Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

5 unchanged sentences

Stock-based compensation — — 3,897 — — — 3,897

Other comprehensive income, net of tax — — — — — — 22 22

Net loss — — — — — ( 16,984 ) — ( 16,984 )

Balance as of March 31, 2024 42,002 $ 42 $ 803,248 13,000 $ ( 199,998 ) $ ( 20,427 ) $ ( 60 ) $ 582,805

Issuance of common stock in connection with equity incentive plans 333 — — — — — — —

Repurchase of shares to satisfy employee tax withholding obligations — — ( 596 ) 115 — — — ( 596 )

Dividends and accretion related to convertible preferred stock — — — — — ( 11,020 ) — ( 11,020 )

Issuance of common stock for employee stock purchase program 80 — 354 — — — — 354

Stock-based compensation — — 5,308 — — — — 5,308

Other comprehensive loss, net of tax

Net loss — — — — — ( 27,968 ) — ( 27,968 )

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

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

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

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

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

Other comprehensive income, net of tax

— — — — — — ( 31 ) ( 31 )

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

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

— — — — — 1,950 — 1,950

Balance as of March 31, 2025 43,477 $ 43 $ 776,569 13,454 $ ( 199,998 ) $ 5,274 $ ( 265 ) $ 581,623

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

2 unchanged sentences

(in thousands, unaudited)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

Net loss $ ( 47,139 ) $ ( 87,425 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ ( 4,714 ) $ 1,950

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

Depreciation and amortization 490 471

2 unchanged sentences

Deferred income taxes ( 1,524 ) 1,529

Impairment charges 868 7,413

Other non-cash items 346 ( 306 )

16 unchanged sentences

Financing activities:

Payment of deferred financing costs ( 1,000 ) —

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

Repurchase of shares to satisfy employee tax withholding obligations ( 160 ) ( 699 )

Principal payments in connection with leases — ( 4 )

Payments of preferred stock dividends ( 2,906 ) ( 2,740 )

Net cash used in financing activities ( 160 ) ( 699 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 141 1

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

Net increase in cash, cash equivalents and restricted cash 1,387 81,895

Cash, cash equivalents and restricted cash at beginning of period 76,815 42,287

5 unchanged sentences

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.

3 unchanged sentences

and its consolidated direct and indirect wholly owned subsidiaries.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of September 30, 2025 and other condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 are unaudited.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of March 31, 2026 and other condensed consolidated financial statements for the three months ended March 31, 2026 and 2025 are unaudited.

The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on February 26, 2026.

8 unchanged sentences

GAAP have been condensed or omitted in accordance with those rules and regulations.

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

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024 and include all adjustments necessary for the fair presentation of our financial position as of September 30, 2025 and December 31, 2024 and our results of operations for the periods presented.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for any subsequent period or for the year ended December 31, 2025 and therefore, should not be relied upon as an indicator of future results.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 and include all adjustments necessary for the fair presentation of our financial position as of March 31, 2026 and December 31, 2025 and our results of operations for the periods presented.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any subsequent period or for the year ended December 31, 2026 and therefore, should not be relied upon as an indicator of future results.

Significant Accounting Policies, Estimates and Judgments — The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S.

GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes.

On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions and the assumptions used in determining stock-based compensation.

On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the fair value of investments, the commissions we expect to collect for

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions and the assumptions used in determining stock-based compensation.

We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable.

2 unchanged sentences

Recently Adopted Accounting Pronouncements

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

We did not adopt any new accounting pronouncements during the three months ended March 31, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

Income Taxes (Topic 740) — In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which will require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as additional disclosure on income taxes paid.

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

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

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) — In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) — In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

3 unchanged sentences

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

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

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

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

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

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

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

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.

Equity (Topic 505) — In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505):

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.

This ASU requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured based on the preferred stock’s contractual PIK dividend rate.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance.

The ASU can be applied on a fully prospective basis, or a modified retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date.

No material impact is expected to our consolidated financial statements as our current accounting for PIK dividends is consistent with the guidance in ASU 2026-01.

EHEALTH, INC.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Medicare Advantage $ 59,490 $ 74,986

4 unchanged sentences

Non-Qualified Health Plans 821 918

( 125 ) ( 199 ) 359 1,834

Qualified Health Plans 472 1,765

( 64 ) 602 1,299 3,358

Total Individual and Family 1,293 2,683

Short-term 890 544 1,622 1,975

Hospital Indemnity 2,734 2,131

Dental 1,083 2,234

Vision 601 769

Hospital Indemnity 1,870 269 5,556 1,017

Short-term 187 370

Other 259 328

9 unchanged sentences

_____________

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

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

(1) We define our individual and family plan offerings as major medical individual and family health insurance plans, which do not include Medicare-related, small business or ancillary plans.

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Commission revenue from members approved during the period $ 66,438 $ 81,754

Net commission revenue from members approved in prior periods (1)

12,081 1,090 39,135 12,773

Total Medicare segment commission revenue $ 73,228 $ 89,719

3 unchanged sentences

Net commission revenue from members approved in prior periods (1)

122 108 1,323 2,394

Total Employer and Individual segment commission revenue $ 6,579 $ 9,227

2 unchanged sentences

Total net commission revenue from members approved in prior periods (1)(2)

12,203 1,198 40,458 15,167

Total commission revenue $ 79,807 $ 98,946

4 unchanged sentences

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

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

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

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended March 31, 2026 and 2025 was $ 0.20 and $ 0.26 per basic and diluted share, respectively.

Note 3 – Supplemental Financial Statement Information

4 unchanged sentences

See Note 4 – Fair Value Measurements for further discussion about our marketable securities.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash $ 15,035 $ 58,162

3 unchanged sentences

Total cash, cash equivalents and restricted cash $ 78,202 $ 76,815

As of September 30, 2025 and December 31, 2024, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026 and December 31, 2025, we had $ 3.1 million of restricted cash which was classified as a non-current asset on our Condensed Consolidated Balance Sheets.

This amount collateralizes letters of credit related to certain lease commitments.

Contract Assets and Accounts Receivable

We do not require collateral or other security for our contract assets and accounts receivable.

We believe the potential for collection issues with any of our customers was minimal as of March 31, 2026.

We estimate an allowance for credit losses using relevant available information from internal and external sources, related to past events, current conditions and reasonable and supportable forecasts.

3 unchanged sentences

As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure.

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

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

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

There were no write-offs during the three months ended March 31, 2026 or for the year ended December 31, 2025.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Beginning balance $ 2,438 $ 2,222

10 unchanged sentences

Net change in credit loss allowance 269 15 284

Ending balance at September 30, 2025

Ending balance at March 31, 2026

$ 982,903 $ 53,675 $ 1,036,578

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable and accounts receivable.

3 unchanged sentences

federal government.

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

The deposits in China were $ 2.0 million as of March 31, 2026.

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

We do not require collateral or other security for either our contract assets or accounts receivable.

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

September 30, 2025 December 31, 2024

UnitedHealthcare (1)

March 31, 2026 December 31, 2025

Humana 33 % 33 %

UnitedHealthcare (1)

_____________

1 unchanged sentence

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Prepaid software and maintenance contracts $ 6,563 $ 5,449

Prepaid marketing and other expenses 5,855 2,405

Prepaid licenses 1,828 2,335

Prepaid insurance 735 1,254

Prepaid marketing 485 1,104

Prepaid other expenses 1,390 1,787

Other current assets 1,114 1,399

12 unchanged sentences

Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as follows (in thousands):

September 30, 2025

March 31, 2026

Carrying Value Level 1 Level 2 Level 3 Total

2 unchanged sentences

Commercial paper 46,077 — 46,077 — 46,077

Government securities 3,983 — 3,983 — 3,983

Short-term marketable securities

Commercial paper 18,748 — 18,748 — 18,748

Government securities 16,954 — 16,954 — 16,954

Total assets measured at fair value $ 95,779 $ 10,017 $ 85,762 $ — $ 95,779

3 unchanged sentences

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

2 unchanged sentences

Our available for sale marketable securities, which include commercial paper and government securities with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy.

There were no transfers between the hierarchy levels during the nine months ended September 30, 2025 or the year ended December 31, 2024.

There were no transfers between the hierarchy levels during the three months ended March 31, 2026 or the year ended December 31, 2025.

The following table summarizes our cash equivalents and available for sale debt securities by contractual maturity (in thousands):

As of September 30, 2025 As of December 31, 2024

As of March 31, 2026 As of December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unrealized gains and losses on available for sale debt securities that are not credit related are included in accumulated other comprehensive loss and summarized as follows (in thousands):

September 30, 2025

Unrealized gains and losses on available for sale debt securities that are not credit related are included in accumulated other comprehensive income (loss) and summarized as follows (in thousands):

March 31, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

2 unchanged sentences

Commercial paper 46,084 — ( 7 ) 46,077

Government securities 3,983 — — 3,983

Short-term marketable securities

Commercial paper 18,757 — ( 9 ) 18,748

Government securities 16,964 1 ( 11 ) 16,954

Total $ 95,805 $ 1 $ ( 27 ) $ 95,779

3 unchanged sentences

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

As of September 30, 2025 and December 31, 2024, we had 21 and 11 securities, respectively, in a net unrealized loss position that were immaterial individually and in aggregate.

We did not record any credit losses regarding our available for sale debt securities during the nine months ended September 30, 2025 or the year ended December 31, 2024.

As of March 31, 2026, we had 49 securities 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.

We did not record any credit losses regarding our available for sale debt securities during the three months ended March 31, 2026 and 2025.

We do not intend to sell these securities, and it is more likely than not that we will not be required to sell these securities before the recovery of their amortized cost basis.

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

We recognized interest income of $ 0.8 million and $ 1.4 million for the three months ended March 31, 2026 and 2025, respectively.

Note 5 – Equity

2024 Equity Incentive Pla n – On June 18, 2025, upon approval at our annual meeting of stockholders, we amended and restated our 2024 Equity Plan (as amended and restated, the “A&R 2024 Equity Plan”) to reserve an additional 1,500,000 shares of our common stock.

As of September 30, 2025, 1.9 million shares were issued pursuant to equity awards under the A&R 2024 Equity Plan.

Stock Repurchase Programs – We had no stock repurchase activity during the three and nine months ended September 30, 2025 or 2024 and had 10.7 million shares previously repurchased under our past repurchase programs.

Stock Repurchase Programs – We had no stock repurchase activity during the three months ended March 31, 2026 or 2025 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.

In addition, as of March 31, 2026 and 2025, we had 3.1 million and 2.8 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 March 31, 2026 and 2025, we had a total of 13.8 million and 13.5 million shares, respectively, held in treasury.

Beginning in the first quarter of 2026, we changed our methodology for processing of employee tax remittances upon the vesting of restricted stock unit (“RSU”) awards from withholding shares to selling a portion of vested shares to cover the applicable withholding tax obligations (sell-to-cover).

No shares are transferred to the Company’s treasury stock in connection with tax withholdings funded by sell-to-cover transactions.

We continue to settle by withholding shares in connection with RSU award settlements for certain employee insiders who are subject to short-swing profit rules.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In addition, as of September 30, 2025 and 2024, we had 3.0 million and 2.5 million shares, respectively, in treasury that were previously surrendered by employees to satisfy tax withholding due in connection with the vesting of certain restricted stock units.

As of September 30, 2025 and 2024, we had a total of 13.7 million and 13.2 million shares, respectively, held in treasury.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Restricted stock units

1 unchanged sentence

Performance-based stock units 168 446

Common stock options 121 292 438 1,035

Employee stock purchase program 43 40

Common stock options — 166

Total stock-based compensation expense $ 2,258 $ 3,789

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Marketing and advertising $ 268 $ 497

10 unchanged sentences

We received $ 214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $ 11.0 million.

Our Series A Preferred Stock is considered temporary equity in our Condensed Consolidated Balance Sheets and we have determined there are no material embedded features that require recognition as a derivative asset or liability.

The Series A Preferred Stock ranks senior to all other equity securities of the Company with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

On December 31, 2025, in connection with our entry into the 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 H.I.G.

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 .

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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 and as amended on December 31, 2025 (collectively, the “Certificate of Designations”).

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

4 unchanged sentences

Investment Agreement.

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

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

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

Board Nomination Rights – As of September 30, 2025, H.I.G.

As of March 31, 2026, we have accrued $ 1.5 million for cash dividends.

Board Nomination Rights – As of March 31, 2026, H.I.G.

has designated one member and one board observer to the Company’s Board of Directors.

Conversion Rights – The Series A Preferred Stock is convertible at any time into common stock at a conversion rate (the “Conversion Price”) and is subject to further adjustment and the number of shares of common stock issuable upon conversion is subject to certain limitations, each as set forth in the H.I.G Investment Agreement.

As of September 30, 2025, the Conversion Price was equal to $ 79.5861 per share.

As of March 31, 2026, the Conversion Price was equal to $ 79.5861 per share.

Mandatory Conversion of the Series A Preferred Stock by the Company – At any time on or after the third anniversary of the Closing Date, if the volume-weighted average price per share of our common stock is greater than 167.5 % of the then-current Conversion Price for 20 consecutive trading days in a 30 -day trading day period, the Company will have the right to convert all, but not less than all, of the Series A Preferred Stock into common stock at a conversion rate in accordance with the Certificate of Designations.

Redemption Put Right – At any time on or after the sixth anniversary of the Closing Date, holders of the Series A Preferred Stock have the right to cause the Company to redeem all or any portion of the Series A Preferred Stock in cash at an amount equal to the greater of (i) 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value and (ii) the amount per share that would be payable on an as-converted basis on such Series A Preferred Stock at the then-current Accrued Value, plus accrued PIK dividends that have not yet been added to the Accrued Value, and in either case of (i) or (ii) plus any unpaid cash dividends that would have otherwise been settled in cash in connection with such conversion (the greater of (i) and (ii), the “Redemption Price”).

Redemption 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 out of legally available funds 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.

7 unchanged sentences

Investment Agreement requires the Company to maintain a Minimum Liquidity Amount (as defined in the H.I.G.

Investment Agreement) for certain periods that ranges from $ 65.0 million to $ 125.0 million.

Investment Agreement) for certain

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

periods that ranges from $ 65.0 million to $ 125.0 million.

Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or for the time period required by the H.I.G.

1 unchanged sentence

continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to the Company’s Board of Directors, the right to approve the Company’s annual budget, the right to approve hiring or termination of certain key executives, and the right to approve the incurrence of certain indebtedness.

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ratio, which entitles H.I.G.

As of September 30, 2023, we failed to maintain the Minimum Asset Coverage Ratio, which entitles H.I.G.

to the additional rights set forth above.

3 unchanged sentences

to accelerate the redemption of the Series A Preferred Stock.

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

to serve on our Board of Directors resigned.

Following Mr.

Tolson’s resignation, H.I.G.

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

Tolson to replace the existing board observer.

As of September 30, 2025, the estimated Series A Preferred Stock redemption value equals 135 % of the Accrued Value per share as of the redemption date, plus accrued PIK dividends that have not yet been added to the Accrued Value, which is significantly in excess of the fair value of the common stock into which the Series A Preferred Stock is convertible as of September 30, 2025.

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 March 31, 2026, we were in compliance with the additional liquidity covenant.

As of March 31, 2026, 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 March 31, 2026.

We have elected to apply the accretion method to adjust the carrying value of the Series A Preferred Stock to its redemption value at the earliest date of redemption, April 30, 2027.

1 unchanged sentence

The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.8 million shares of common stock as of September 30, 2025.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.9 million shares of common stock as of March 31, 2026.

The following table summarizes the proceeds and changes to our Series A Preferred Stock (in thousands):

5 unchanged sentences

Change in preferred stock redemption value 7,260

Balance as of September 30, 2025

Balance as of March 31, 2026

Note 7 – Net Loss Per Share Attributable to Common Stockholders

1 unchanged sentence

Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings.

Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A Preferred Stock does not have a contractual obligation to share in losses.

Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A Preferred

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock does not have a contractual obligation to share in losses.

Basic net loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

1 unchanged sentence

Diluted net loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the computation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share amounts):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net loss attributable to common stockholders

5 unchanged sentences

$ ( 0.58 ) $ ( 0.33 )

For each of the three and nine months ended September 30, 2025 and 2024, we had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.

For each of the three months ended March 31, 2026 and 2025, we had securities outstanding that could potentially dilute net loss per share, but the shares from the assumed conversion or exercise of these securities were excluded in the computation of diluted net loss per share as their effect would have been anti-dilutive.

The number of weighted-average outstanding anti-dilutive shares that were excluded from the computation of diluted net loss per share consisted of the following (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Convertible preferred stock 3,904 3,680

Restricted stock units

2,383 2,902 1,508 2,051

Performance-based stock units 1,135 440

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2026 were as follows (in thousands):

Year ending December 31,

6 unchanged sentences

We maintain a substantial portion of our U.S.

employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the maximum claim liability as of September 30, 2025 of $ 26.0 million.

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 March 31, 2026 of $ 30.3 million.

As a result, we record a self-insurance liability based on claims filed and an estimate of claims incurred but not yet reported.

As of September 30, 2025 and December 31, 2024, we had a self-insurance liability balance of $ 2.4 million and $ 2.1 million, respectively, in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

As of March 31, 2026 and December 31, 2025, we had a self-insurance liability balance of $ 2.6 million in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

Contingencies

2 unchanged sentences

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

As of September 30, 2025, we have not recorded any material litigation-related accruals for loss contingencies associated with legal proceedings or matters or have determined that an unfavorable outcome is reasonably possible or estimable.

As of March 31, 2026, 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.

1 unchanged sentence

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.

On May 1, 2025, we became aware that the United States District Court for the District of Massachusetts (the “Court”) unsealed a qui tam action, United States ex rel.

Andrew Shea v.

12 unchanged sentences

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.

On August 19, 2025, eHealth jointly filed two motions to dismiss all claims against eHealth, and 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 parties fully briefed both motions, which were heard by the Court on January 21, 2026.

On March 25, 2026, the Court issued its opinion denying both motions except with respect to the government’s claim for unjust enrichment, which was dismissed.

eHealth and the other defendants jointly requested an extension of time until May 22, 2026 to respond to the complaint, which the Court granted.

The Court also reset the scheduling conference to May 26, 2026.

Note 9 – Segment and Geographic Information

6 unchanged sentences

Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers.

The Medicare segment also consists of amounts earned in connection with our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities.

The Medicare segment also generates revenue from our fee-based business process outsourcing services (“BPO”) where we are not the broker of record and cash is collected in advance or in close proximity to when revenue is recognized.

The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including qualified and non-qualified plans, small business health insurance plans, and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance.

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, including 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.

2 unchanged sentences

These performance measures include total segment revenue and segment gross profit (loss).

Prior to the fourth quarter of 2024, we reported our measure of segment profitability as segment profit (loss).

Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.

Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment CC&E expenses and cost of revenue for the applicable segment.

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total revenue

4 unchanged sentences

Cost of revenue

( 106 ) ( 13 ) 158 ( 245 )

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

Medicare segment gross profit $ 33,036 $ 35,747

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Employer and Individual:

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Consolidated:

5 unchanged sentences

Cost of revenue

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

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

Total segment gross profit $ 36,732 $ 41,735

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Total segment gross profit $ 36,732 $ 41,735

Other marketing and advertising (1)

7 unchanged sentences

Other income, net 840 1,576

Loss before income taxes $ ( 42,931 ) $ ( 44,359 ) $ ( 63,257 ) $ ( 91,161 )

Income (loss) before income taxes $ ( 6,073 ) $ 3,726

(1) Other marketing and advertising costs consist of fixed marketing and advertising, previously capitalized labor, depreciation and share-based compensation costs.

6 unchanged sentences

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

United States $ 27,029 $ 27,686

4 unchanged sentences

Significant Customers

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

Substantially all revenue for the three months ended March 31, 2026 and 2025 was generated from customers located in the United States.

Carriers representing 10% or more of our total revenue are summarized as follows.

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

UnitedHealthcare (1)

29 % 19 % 26 % 17 %

Humana 37 % 24 %

11 % 17 % 13 % 20 %

UnitedHealthcare (1)

(1) Percentages include the carriers’ subsidiaries.

6 unchanged sentences

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

As of September 30, 2025, we expect to generate a total of $ 11.0 million in future sublease income through January 31, 2030.

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

As of March 31, 2026, we expect to generate a total of $ 9.5 million in future sublease income through January 31, 2030.

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

We test right-of-use assets when impairment indicators are present in accordance with the asset impairment provisions of ASC 360, Property, Plant and Equipment .

3 unchanged sentences

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

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

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

We recorded $ 7.4 million of impairment charges related to our operating lease right-of-use assets and property, plant and equipment in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss for the nine months ended September 30, 2024.

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

There were no impairment charges related to our operating lease right-of-use assets and property, plant and equipment for the three months ended March 31, 2026 and 2025.

The components of operating lease costs for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease expense $ 1,021 $ 1,218

1 unchanged sentence

Total operating lease cost $ 285 $ 529

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nine Months Ended

September 30,

Three Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities $ 2,258 $ 2,285

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted-average remaining lease term (in years) of operating leases 3.0 3.1

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

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

As of March 31, 2026, maturities of our operating lease liabilities are as follows (in thousands):

Year ending December 31,

2026 (remainder)

Thereafter 196

Total lease payments (1)

1 unchanged sentence

Total $ 19,435

(1) Non-cancellable sublease proceeds for the remainder of 2025 and the years ending December 31, 2026, 2027, 2028, 2029 and thereafter of $ 0.7 million, $ 3.1 million, $ 3.2 million, $ 3.3 million, $ 1.4 million, and $ 0.1 million, respectively, are not included in the table above.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Non-cancellable sublease proceeds for the remainder of 2026 and the years ending December 31, 2027, 2028, 2029 and 2030 of $ 2.4 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

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Asset impairment charges $ — $ —

Restructuring and reorganization charges

— 61 1,142 1,996

Impairment, restructuring and other charges $ 6,372 $ —

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Asset Impairments

During the three and nine months ended September 30, 2025 we recognized non-cash, pre-tax asset impairment charges of $ 0.5 million and $ 0.9 million, respectively, related to operating lease right-of-use asset impairments for certain vacated leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

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

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

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

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

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

We did not incur any asset impairment charges for the three months ended March 31, 2026 and 2025.

Restructuring

4 unchanged sentences

Payments ( 5,656 )

Balance at September 30, 2025 $ 110

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

During the nine months ended September 30, 2025, we recognized $ 1.1 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, primarily related to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives.

Balance at March 31, 2026 $ 716

During the three months ended March 31, 2026, we recognized $ 6.4 million of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

These charges were related to employee termination benefits resulting from a workforce reduction of approximately 14 % across the organization, implemented as part of cost reduction efforts to support our strategic initiatives.

Substantially all of the restructuring charges are expected to be settled in cash, and no equity awards were modified.

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

During the three and nine months ended September 30, 2024, we recognized $ 0.1 million and $ 2.0 million, respectively, of pre-tax restructuring charges in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, primarily related to employee termination benefits as a result of our cost-reduction efforts.

As of March 31, 2026, we had a $ 0.7 million restructuring accrual on our Condensed Consolidated Balance Sheet.

We did not incur any restructuring or reorganization charges for the three months ended March 31, 2025.

Note 12 – Debt

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 an 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 term loan credit facility with Blue Torch Finance LLC, and to pay fees and expenses associated with the transactions contemplated by the Revolving Credit Agreement and the H.I.G.

Investment Agreement Amendment.

The remaining proceeds are being 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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12 – Debt

On February 28, 2022, we entered into a term loan credit agreement, which provides for a $ 70.0 million secured term loan credit facility, with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement”).

On August 16, 2022, we entered into a first amendment (the “First Amendment”) to the Original Credit Agreement (as amended by the First Amendment, the “First Amended Credit Agreement”).

The First Amendment replaced the LIBOR-based Adjusted Euro currency Rate (as defined in the Original Credit Agreement) with Adjusted Term SOFR (as defined in the First Amendment) as a reference rate for loans under the Original Credit Agreement.

On November 1, 2024, we entered into a second amendment (the "Second Amendment") to the First Amended Credit Agreement (as amended by the First Amendment and the Second Amendment, the “Second Amended Credit Agreement”), which, among other things, (i) extended the maturity date of the Credit Agreement from February 2025 to February 2026, (ii) removed the “exit fee” contemplated by the First Amended Credit Agreement and replaced it with an “applicable premium” that is payable in the event of any voluntary or mandatory prepayment of the loan and (iii) reduced the margin applicable to SOFR loans and the margin applicable to base rate loans.

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

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

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

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

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

Similar to the $ 5.1 million of closing costs incurred for the Original Credit Agreement, the extension fee under the Second Amendment is being amortized on a straight-line basis over the remaining term of the Credit Agreement in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

Additionally, we paid $ 1.3 million during the quarter ended December 31, 2024 in third-party costs as part of the Second Amendment.

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

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

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

The carrying value of the loan was $ 69.4 million as of September 30, 2025.

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

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

The Second Amendment reduced the margin from 7.50 % to 7.00 % for Adjusted Term SOFR loans and from 6.50 % to 6.00 % for base rate loans, which remains unchanged subsequent to the Third Amendment.

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

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

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

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

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

The Credit Agreement matures in January 2027.

We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, subject, to an “applicable premium” that is payable in the event of any voluntary prepayment or certain mandatory prepayments of the loans under the Credit Agreement in an amount equal to 1.00 % of the loans being

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.

As of March 31, 2026, the interest rate was 10.17 %.

For the three months ended March 31, 2026, we incurred interest expense of $ 3.2 million.

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 March 31, 2026, 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 Condensed Consolidated Balance Sheet.

Total amortization of closing costs, or debt issuance costs, was $ 0.8 million for the three months ended March 31, 2026 and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

There were $ 11.2 million unamortized issuance costs as of March 31, 2026.

The carrying value of the Revolving Credit Agreement 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 revolving loans is $ 113.8 million as of March 31, 2026.

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.

The term loan credit agreement (as amended on August 16, 2022, November 1, 2024, and October 6, 2025, the “Credit Agreement”), had a maturity date of January 2027, upon which the outstanding obligations under the Credit Agreement were payable in full.

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

The margin was 7.00 % for Adjusted Term SOFR loans and 6.00 % for base rate loans.

As of March 31, 2025, the interest rate was 11.57 % and we incurred $ 2.0 million of interest expense, for the three months ended March 31, 2025.

Total amortization of closing costs and extension fees, or debt issuance costs, was $ 0.3 million for the three months ended March 31, 2025, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Income (Loss).

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

On December 31, 2025, the Credit Agreement was terminated in connection with the execution of the Revolving Credit Agreement.

The outstanding balance of $ 70.0 million, including an early termination fee of $ 0.7 million, was repaid in full and we wrote off $ 0.5 million of deferred issuance costs related to the Credit Agreement during the three months ended December 31, 2025.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Financial covenants in the Credit Agreement require that we maintain Liquidity (as defined in the Credit Agreement) at or above $ 25.0 million as of the last calendar day of any month.

The Credit Agreement also requires that the outstanding amount as of the last calendar day of any month be less than 50 % of our total contract assets - commissions receivable (i.e., both current and non-current commissions receivable).

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

Note 13 – Income Taxes

The following table summarizes our benefit from income taxes and our effective tax rates for the periods presented (in thousands, except effective tax rate):

The following table summarizes our provision for (benefit from) income taxes and our effective tax rates for the periods presented (in thousands, except effective tax rate):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Loss before income taxes $ ( 42,931 ) $ ( 44,359 ) $ ( 63,257 ) $ ( 91,161 )

Benefit from income taxes ( 11,240 ) ( 1,886 ) ( 16,118 ) ( 3,736 )

Income (loss) before income taxes $ ( 6,073 ) $ 3,726

Provision for (benefit from) income taxes ( 1,359 ) 1,776

Effective tax rate 22.4 % 47.7 %

For the three and nine months ended September 30, 2025, we calculated our benefit from income taxes by applying an estimate of the annual effective tax rate to loss before income taxes for the reporting period.

For the three and nine months ended September 30, 2024, we applied the actual effective tax rate, which reflects the actual taxes attributable to year-to-date losses, as allowed by ASC 740-270 “Income Taxes, Interim Reporting.” We determined that since minor changes in estimated income or loss for 2024 would result in significant changes in the estimated annual effective tax rate, the actual effective tax rate method would provide a more reliable estimate for the three and nine months ended September 30, 2024.

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

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

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

For the three months ended March 31, 2026 and 2025 we calculated our provision for (benefit from) income taxes by applying an estimate of the annual effective tax rate to income (loss) before income taxes for the reporting period.

For the three months ended March 31, 2026, we recorded a benefit from income taxes of $ 1.4 million, representing an effective tax rate of 22.4 %, which was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation and lobbying expenses, partially offset by research and development credits.

For the three months ended March 31, 2025, we recognized a provision for income taxes of $ 1.8 million, representing an effective tax rate of 47.7 %, which was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation, lobbying expenses and prior year discrete adjustments, partially offset by research and development credits.

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

2 unchanged sentences

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

We continue to recognize our deferred tax assets as of September 30, 2025, as we believe it is more likely than not that such deferred tax assets will be realized, with the exception of certain net operating losses and credits for which there is increased uncertainty regarding our future taxable income and a lack of other sources of taxable income, which have a valuation allowance.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted, which is the date the legislation is signed into law.

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

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

We continue to recognize our deferred tax assets as of March 31, 2026, as we believe it is more likely than not that such deferred tax assets will be realized, with the exception of certain net operating losses and credits that are expected to expire unutilized which have a valuation allowance.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements