Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
EHEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
March 31, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 75,112 $ 73,725
Short-term marketable securities 35,702 3,495
Accounts receivable 1,537 7,688
Contract assets – commissions receivable – current 212,143 236,116
Prepaid expenses and other current assets 12,115 13,328
Total current assets 336,609 334,352
Contract assets – commissions receivable – non-current 824,435 886,614
Property and equipment, net 4,596 4,531
Operating lease right-of-use assets 7,642 8,429
Restricted cash 3,090 3,090
Other assets 24,735 25,452
Total assets $ 1,201,107 $ 1,262,468
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable $ 5,592 $ 28,323
Accrued compensation and benefits 21,144 41,009
Accrued marketing expenses 4,729 16,182
Lease liabilities – current 6,924 7,349
Other current liabilities 5,960 6,207
Total current liabilities 44,349 99,070
Long-term debt 113,761 112,954
Deferred income taxes – non-current 55,699 57,223
Lease liabilities – non-current 12,511 14,050
Other non-current liabilities 5,139 5,519
Total liabilities 231,459 288,816
Commitments and contingencies (Note 8)
Convertible preferred stock 393,917 382,057
Stockholders’ equity:
Common stock 45 44
Additional paid-in capital 763,617 761,495
Treasury stock, at cost ( 199,998 ) ( 199,998 )
Retained earnings 12,009 30,116
Accumulated other comprehensive income (loss) 58 ( 62 )
Total stockholders’ equity 575,731 591,595
Total liabilities, convertible preferred stock and stockholders’ equity $ 1,201,107 $ 1,262,468
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share amounts, unaudited)
Three Months Ended
March 31,
2026 2025
Revenue:
Commission $ 79,807 $ 98,946
Other 8,211 14,173
Total revenue 88,018 113,119
Operating costs and expenses:
Marketing and advertising 25,393 41,189
Customer care and enrollment 32,284 37,221
Technology and content 11,335 12,601
General and administrative 15,512 17,310
Impairment, restructuring and other charges 6,372 —
Total operating costs and expenses 90,896 108,321
Income (loss) from operations
( 2,878 ) 4,798
Interest expense ( 4,035 ) ( 2,648 )
Other income, net 840 1,576
Income (loss) before income taxes
( 6,073 ) 3,726
Provision for (benefit from) income taxes ( 1,359 ) 1,776
Net income (loss)
( 4,714 ) 1,950
Preferred stock dividends ( 6,133 ) ( 5,781 )
Change in preferred stock redemption value ( 7,260 ) ( 6,141 )
Net loss attributable to common stockholders
$ ( 18,107 ) $ ( 9,972 )
Net loss per share attributable to common stockholders:
Basic and diluted $ ( 0.58 ) $ ( 0.33 )
Weighted-average number of shares used in per share amounts:
Basic and diluted 31,132 29,997
Comprehensive income (loss):
Net income (loss)
$ ( 4,714 ) $ 1,950
Unrealized loss on available for sale debt securities, net of tax
( 27 ) ( 37 )
Foreign currency translation adjustments 147 6
Comprehensive income (loss)
$ ( 4,594 ) $ 1,919
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, unaudited)
Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of December 31, 2025 44,797 $ 44 $ 761,495 13,803 $ ( 199,998 ) $ 30,116 $ ( 62 ) $ 591,595
Issuance of common stock in connection with equity incentive plans 203 1 — — — — — 1
Repurchase of shares to satisfy employee tax withholding obligations — — ( 161 ) 45 — — — ( 161 )
Dividends and accretion related to convertible preferred stock — — — — — ( 13,393 ) — ( 13,393 )
Stock-based compensation — — 2,283 — — — 2,283
Other comprehensive income, net of tax — — — — — — 120 120
Net loss — — — — — ( 4,714 ) — ( 4,714 )
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 Other Comprehensive Loss
Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of December 31, 2024 43,225 $ 43 $ 773,371 13,379 $ ( 199,998 ) $ 15,246 $ ( 234 ) $ 588,428
Issuance of common stock in connection with equity incentive plans 252 — — — — — — —
Repurchase of shares to satisfy employee tax withholding obligations — — ( 699 ) 75 — — — ( 699 )
Dividends and accretion related to convertible preferred stock — — — — — ( 11,922 ) — ( 11,922 )
Stock-based compensation — — 3,897 — — — 3,897
Other comprehensive loss, net of tax
— — — — — — ( 31 ) ( 31 )
Net income
— — — — — 1,950 — 1,950
Balance as of March 31, 2025 43,477 $ 43 $ 776,569 13,454 $ ( 199,998 ) $ 5,274 $ ( 265 ) $ 581,623
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
Three Months Ended
March 31,
2026 2025
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
Amortization of internally developed software 2,768 3,463
Stock-based compensation expense 2,258 3,789
Deferred income taxes ( 1,524 ) 1,529
Other non-cash items 346 ( 306 )
Changes in operating assets and liabilities:
Accounts receivable 6,151 13,421
Contract assets – commissions receivable 86,437 77,048
Prepaid expenses and other assets 159 ( 978 )
Accounts payable ( 23,127 ) ( 16,034 )
Accrued compensation and benefits ( 19,865 ) 1,087
Accrued marketing expenses ( 11,453 ) ( 7,541 )
Deferred revenue ( 2,815 ) ( 332 )
Accrued expenses and other liabilities 654 ( 446 )
Net cash provided by operating activities 35,765 77,121
Investing activities:
Capitalized internal-use software and website development costs ( 2,150 ) ( 3,118 )
Purchases of property and equipment and other assets ( 155 ) ( 308 )
Purchases of marketable securities ( 35,554 ) ( 27,362 )
Proceeds from redemption and maturities of marketable securities 3,500 36,260
Net cash provided by (used in) investing activities ( 34,359 ) 5,472
Financing activities:
Repurchase of shares to satisfy employee tax withholding obligations ( 160 ) ( 699 )
Net cash used in financing activities ( 160 ) ( 699 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 141 1
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
Cash, cash equivalents and restricted cash at end of period $ 78,202 $ 124,182
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 – Summary of Business and Significant Accounting Policies
Description of Business – eHealth, Inc., a Delaware corporation, and its consolidated subsidiaries (collectively, “eHealth”) is a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers, 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 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. 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, including approximately 50 Medicare health insurance carriers. Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.
Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q to “eHealth,” “the Company,” “we,” “us” or “our” mean eHealth, Inc. and its consolidated direct and indirect wholly owned subsidiaries.
Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of 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. The accompanying financial statements and related notes should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K.
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. The condensed consolidated financial statements include the accounts of eHealth, Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with those rules and regulations.
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
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
each approved member cohort, valuation allowance for deferred income taxes, uncertain tax positions and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates. There have been no material changes to our significant accounting policies discussed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted Accounting Pronouncements
We did not adopt any new accounting pronouncements during the three months ended March 31, 2026.
Recently Issued Accounting Pronouncements Not Yet Adopted
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 . This ASU will require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion) included in certain expense captions presented on the face of the income statement. The ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. The ASU may be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements and early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and related disclosures.
Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) — In September 2025, the FASB issued ASU 2025-06, 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 . 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.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 2 – Revenue
Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands):
Three Months Ended
March 31,
2026 2025
Medicare
Medicare Advantage $ 59,490 $ 74,986
Medicare Supplement 6,149 8,604
Medicare Part D 4,334 2,443
Total Medicare 69,973 86,033
Individual and Family (1)
Non-Qualified Health Plans 821 918
Qualified Health Plans 472 1,765
Total Individual and Family 1,293 2,683
Ancillary
Hospital Indemnity 2,734 2,131
Dental 1,083 2,234
Vision 601 769
Short-term 187 370
Other 259 328
Total Ancillary 4,864 5,832
Small Business 3,494 3,434
Commission Bonus and Other 183 964
Total Commission Revenue 79,807 98,946
Other Revenue
Sponsorship and Advertising Revenue 1,681 8,139
Fee-based and Other Revenue 6,530 6,034
Total Other Revenue 8,211 14,173
Total Revenue $ 88,018 $ 113,119
_____________
(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. Individual and family health insurance plans include both qualified and non-qualified plans. Qualified health plans meet the requirements of the Affordable Care Act and are offered through the government-run health insurance exchange in the relevant jurisdiction. Non-qualified health plans do not meet the requirements of the Affordable Care Act and are not offered through the government-run health insurance exchange in the relevant jurisdiction. Individuals that purchase non-qualified health plans cannot receive a subsidy in connection with the purchase of non-qualified plans.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Commission revenue by segment is presented in the table below (in thousands):
Three Months Ended
March 31,
2026 2025
Medicare
Commission revenue from members approved during the period $ 66,438 $ 81,754
Net commission revenue from members approved in prior periods (1)
6,790 7,965
Total Medicare segment commission revenue $ 73,228 $ 89,719
Employer and Individual
Commission revenue from members approved during the period $ 2,567 $ 3,858
Commission revenue from renewals of small business members during the period 2,771 2,850
Net commission revenue from members approved in prior periods (1)
1,241 2,519
Total Employer and Individual segment commission revenue $ 6,579 $ 9,227
Total commission revenue from members approved during the period $ 69,005 $ 85,612
Commission revenue from renewals of small business members during the period 2,771 2,850
Total net commission revenue from members approved in prior periods (1)(2)
8,031 10,484
Total commission revenue $ 79,807 $ 98,946
_____________
(1) For all existing cohorts approved in prior periods, we reassess assumptions for our constrained lifetime value (“LTV”) of commissions on a quarterly basis and compare to the most current constrained LTV recognized on these cohorts. To the extent there is an indication of a change to expected cash collections for these cohorts, net commission revenue from members approved in prior periods, also referred to as net adjustment revenue, is recorded to adjust revenue previously recognized for the affected cohorts. Net adjustment revenue includes both increases and reductions to revenue; however, adjustments increasing revenue are only recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended March 31, 2026 and 2025 was $ 0.20 and $ 0.26 per basic and diluted share, respectively.
Note 3 – Supplemental Financial Statement Information
Cash, Cash Equivalents and Restricted Cash
We consider all investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents are stated at fair value. We also invest in marketable securities that are measured and recorded at fair value. See Note 4 – Fair Value Measurements for further discussion about our marketable securities.
Our cash, cash equivalents and restricted cash balances are summarized as follows (in thousands):
March 31, 2026 December 31, 2025
Cash $ 15,035 $ 58,162
Cash equivalents 60,077 15,563
Cash and cash equivalents 75,112 73,725
Restricted cash 3,090 3,090
Total cash, cash equivalents and restricted cash $ 78,202 $ 76,815
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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. Specifically, for the purpose of measuring the probability of default parameters, we utilize Capital IQ’s, Standard & Poor’s and Moody’s analytics. Our estimates of loss given default are determined by using our historical collections data as well as historical information obtained through our research and review of other insurance related companies. Our estimated exposure at default is determined by applying these internal and external data sources to our commissions receivable balances. As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure. Credit loss expenses are assessed quarterly and included in the “General and administrative” line in our Condensed Consolidated Statements of Comprehensive 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):
March 31, 2026 December 31, 2025
Beginning balance $ 2,438 $ 2,222
Change in allowance ( 284 ) 216
Ending balance $ 2,154 $ 2,438
Our contract assets – commissions receivable activities, net of credit loss allowances, are summarized as follows (in thousands):
Medicare Segment E&I Segment
Total
Beginning balance at December 31, 2025
$ 1,068,918 $ 53,812 $ 1,122,730
Commission revenue from members approved during the period 66,438 2,567 69,005
Commission revenue from renewals of small business members during the period — 2,771 2,771
Net commission revenue from members approved in prior periods 6,790 1,241 8,031
Cash receipts ( 159,512 ) ( 6,731 ) ( 166,243 )
Net change in credit loss allowance 269 15 284
Ending balance at March 31, 2026
$ 982,903 $ 53,675 $ 1,036,578
Credit Risk
Our financial instruments that are exposed to concentrations of credit risk principally consist of cash, cash equivalents, marketable securities, contract assets – commissions receivable and accounts receivable. We invest our cash and cash equivalents with major banks and financial institutions and, at times, such investments are in excess of federally insured limits. We also have deposits with major banks in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government. The deposits in China were $ 2.0 million as of March 31, 2026. See Note 4 – Fair Value Measurements for additional information regarding our marketable securities.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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:
March 31, 2026 December 31, 2025
Humana 33 % 33 %
UnitedHealthcare (1)
29 % 28 %
Aetna (1)
13 % 13 %
_____________
(1) Percentages include the carriers’ subsidiaries.
Prepaid Expenses and Other Current Assets – Our prepaid expenses and other current assets are summarized as follows (in thousands):
March 31, 2026 December 31, 2025
Prepaid software and maintenance contracts $ 6,563 $ 5,449
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
Prepaid expenses and other current assets $ 12,115 $ 13,328
Note 4 – Fair Value Measurements
We define fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques we use to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We classify the inputs used to measure fair value into the following hierarchy:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3 Unobservable inputs for the asset or liability.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Our financial assets measured at fair value on a recurring basis are summarized below by their classification within the fair value hierarchy as follows (in thousands):
March 31, 2026
Carrying Value Level 1 Level 2 Level 3 Total
Assets
Cash equivalents
Money market funds $ 10,017 $ 10,017 $ — $ — $ 10,017
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
December 31, 2025
Carrying Value Level 1 Level 2 Level 3 Total
Assets
Cash equivalents
Money market funds $ 15,563 $ 15,563 $ — $ — $ 15,563
Short-term marketable securities
Commercial paper 3,495 — 3,495 — 3,495
Total assets measured at fair value $ 19,058 $ 15,563 $ 3,495 $ — $ 19,058
We endeavor to utilize the best available information in measuring fair value. Our money market funds are measured at fair value based on quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. Our available for sale marketable securities, which include commercial paper and government securities with maturities of less than one year, are measured at fair value using quoted market prices to the extent available or alternative pricing sources and models utilizing market observable inputs and are classified as Level 2 within the fair value hierarchy. There were no transfers between the hierarchy levels during the 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 March 31, 2026 As of December 31, 2025
Amortized Cost Fair Value Amortized Cost Fair Value
Due in 1 year $ 95,805 $ 95,779 $ 19,058 $ 19,058
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Unrealized gains and losses on available for sale debt securities that are not credit related are included in accumulated other comprehensive income (loss) and summarized as follows (in thousands):
March 31, 2026
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Cash equivalents
Money market funds $ 10,017 $ — $ — $ 10,017
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
December 31, 2025
Amortized Cost Unrealized Gains Unrealized Losses Fair Value
Cash equivalents
Money market funds $ 15,563 $ — $ — $ 15,563
Short-term marketable securities
Commercial paper 3,495 — — 3,495
Total $ 19,058 $ — $ — $ 19,058
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 $ 0.8 million and $ 1.4 million for the three months ended March 31, 2026 and 2025, respectively.
Note 5 – Equity
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.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Stock-Based Compensation Expense – Our stock-based compensation expense is summarized by award types for the periods presented below (in thousands):
Three Months Ended
March 31,
2026 2025
Restricted stock units
$ 2,047 $ 3,137
Performance-based stock units 168 446
Employee stock purchase program 43 40
Common stock options — 166
Total stock-based compensation expense $ 2,258 $ 3,789
Related tax benefit recognized $ 549 $ 910
The following table summarizes stock-based compensation expense by operating function for the periods presented (in thousands):
Three Months Ended
March 31,
2026 2025
Marketing and advertising $ 268 $ 497
Customer care and enrollment 224 264
Technology and content 328 688
General and administrative 1,438 2,340
Total stock-based compensation expense $ 2,258 $ 3,789
Amount capitalized for internal-use software 25 108
Total stock-based compensation $ 2,283 $ 3,897
Note 6 — Convertible Preferred Stock
Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”), an investment vehicle of H.I.G. Capital (the “H.I.G. Investment Agreement”), we issued and sold to H.I.G., in a private placement, 2,250,000 shares of Series A convertible preferred stock (the “Series A Preferred Stock”), par value $ 0.001 per share, at an aggregate purchase price of $ 225.0 million on April 30, 2021 (the “Closing Date”). We received $ 214.0 million in net proceeds from the private placement with H.I.G., net of sales commissions and certain transaction fees totaling $ 11.0 million. 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 .
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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. The H.I.G. 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. From April 30, 2021 through June 30, 2023, dividends accrued at 8 % per annum on the stated value of $ 100 per share, payable in kind (“PIK”). Subsequent to June 30, 2023, dividends accrue at 8 % per annum, with 6 % PIK and 2 % payable in cash in arrears. Dividends compound semiannually and are PIK and payable in cash in arrears, as applicable, on June 30 and December 31 of each year. PIK dividends are cumulative and are added to the Accrued Value, as defined in the H.I.G. Investment Agreement. 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 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 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.
Covenants and Liquidity Requirements – As long as H.I.G. continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, the consent of H.I.G. is required for the Company to incur certain indebtedness and to take certain other corporate actions as set forth in the H.I.G. Investment Agreement. The Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G. Investment Agreement), which was 2.5 x from August 2023 onwards. Additionally, the H.I.G. Investment Agreement requires the Company to maintain a Minimum Liquidity Amount (as defined in the H.I.G. Investment Agreement) for certain
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
periods that ranges from $ 65.0 million to $ 125.0 million. Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or for the time period required by the H.I.G. Investment Agreement, for as long as H.I.G. continues to own at least 30 % of the Series A Preferred Stock originally issued to it in the private placement, entitles H.I.G., subject to conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to the Company’s Board of Directors, the right to approve the Company’s annual budget, the right to approve hiring or termination of certain key executives, and the right to approve the incurrence of certain indebtedness. As of September 30, 2023, we failed to maintain the Minimum Asset Coverage Ratio, which entitles H.I.G. to the additional rights set forth above. On March 13, 2024, the Nominating and Corporate Governance Committee of our Board of Directors approved the appointment of a board observer designated by H.I.G. As of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount. The non-compliance with the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount does not entitle H.I.G. to accelerate the redemption of the Series A Preferred Stock.
The H.I.G. 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. Amounts recognized to accrete the Series A Preferred Stock to its estimated redemption value are treated as a deemed dividend and are recorded as a reduction to retained earnings, to the extent available, and if not, are recorded as a reduction to additional-paid-in-capital. The estimated redemption value will vary in subsequent periods due to the redemption put right described above and we have elected to recognize such changes prospectively. No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 3.9 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):
Gross proceeds $ 225,000
Less: issuance costs ( 10,975 )
Net proceeds $ 214,025
Balance as of December 31, 2025 $ 382,057
Accrued paid-in-kind dividends 4,600
Change in preferred stock redemption value 7,260
Balance as of March 31, 2026
$ 393,917
Note 7 – Net Loss Per Share Attributable to Common Stockholders
Our Series A Preferred Stock is considered a participating security, which requires the use of the two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A Preferred
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Stock does not have a contractual obligation to share in losses. Basic net loss attributable to common stockholders per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss attributable to common stockholders per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common and common equivalent shares outstanding during the period. Diluted net loss attributable to common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to be issued under our employee stock purchase program.
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
March 31,
2026 2025
Numerator:
Net loss attributable to common stockholders
$ ( 18,107 ) $ ( 9,972 )
Denominator:
Shares used in per share calculation – basic 31,132 29,997
Dilutive effect of common stock — —
Shares used in per share calculation – diluted 31,132 29,997
Net loss attributable to common stockholders per share – basic and diluted
$ ( 0.58 ) $ ( 0.33 )
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
March 31,
2026 2025
Convertible preferred stock 3,904 3,680
Restricted stock units
2,592 1,303
Performance-based stock units 1,135 440
Common stock options 100 213
Employee stock purchase program 80 20
Total 7,811 5,656
Note 8 – Commitments and Contingencies
Service and Licensing Obligations
We have entered into service and licensing agreements with third-party vendors to provide various services, including network access, equipment maintenance and software licensing. As the benefits of these agreements are experienced uniformly over the applicable contractual periods, we record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Our future minimum payments under non-cancellable contractual service and licensing obligations as of March 31, 2026 were as follows (in thousands):
Year ending December 31,
2026 (remainder) $ 6,865
2027 3,440
2028 472
2029 —
2030 —
Thereafter —
Total $ 10,777
Operating Leases
Refer to Note 10 – Leases for commitments related to our operating leases.
Self-Insurance
We provide comprehensive major medical benefits to our employees. We maintain a substantial portion of our U.S. employee health insurance benefits on a self-insured basis with up to $ 0.3 million per individual per year with the maximum claim liability as of 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 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
From time to time, we receive inquiries from governmental bodies and also may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our condensed consolidated financial statements. An estimated loss contingency is accrued in the condensed consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
As of 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. Legal costs incurred in connection with the resolution of claims, lawsuits and other contingencies generally are expensed as incurred.
Legal Proceedings
On May 1, 2025, we became aware that the United States District Court for the District of Massachusetts (the “Court”) unsealed a qui tam action, United States ex rel. Andrew Shea v. eHealth, Inc. et al, against numerous insurance carriers and insurance brokers, including eHealth, Inc. and its subsidiary, eHealthInsurance Services, Inc. The Relator’s lawsuit, originally filed under seal on November 2, 2021, was brought by a former eHealth marketing representative pursuant to the qui tam provision of the Federal False Claims Act. The Relator’s complaint alleges that eHealth, Inc. and eHealthInsurance Services, Inc., along with other insurance carriers and insurance brokers, violated the Federal False Claims Act through certain Medicare Advantage enrollment and marketing activities. The Relator’s complaint seeks, among other things, treble damages, civil penalties and costs. The Court’s May 1, 2025 order also unsealed the government’s notice of election to intervene in part in the qui tam action, as well as the government’s Complaint in Partial Intervention. The government’s Complaint brings similar claims under the Federal
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
False Claims Act against certain defendants named in the Relator’s complaint, including eHealth, Inc. and eHealthInsurance Services, Inc. On 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
Reportable Segments
Our operating and reportable segments have been determined in accordance with ASC 280, Segment Reporting . Our business structure is comprised of two reportable operating segments: (i) Medicare, and (ii) Employer and Individual (“E&I”). Our Medicare segment includes operating segments that have been aggregated based on the nature of products and services, types or class of customers, methods used to distribute the products and services, the nature of the regulatory environment and similarity of economic characteristics.
The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans. Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising 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.
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).
Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment CC&E expenses and cost of revenue for the applicable segment. Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department. Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The results of our reportable segments are summarized for the periods presented below (in thousands):
Three Months Ended
March 31,
2026 2025
Medicare:
Total revenue
$ 81,271 $ 103,669
Variable marketing and advertising
( 18,729 ) ( 33,753 )
Medicare CC&E ( 29,612 ) ( 34,469 )
Cost of revenue
106 300
Medicare segment gross profit $ 33,036 $ 35,747
Three Months Ended
March 31,
2026 2025
Employer and Individual:
Total revenue
$ 6,747 $ 9,450
Variable marketing and advertising
( 843 ) ( 1,190 )
E&I CC&E ( 2,142 ) ( 2,180 )
Cost of revenue
( 66 ) ( 92 )
E&I segment gross profit $ 3,696 $ 5,988
Three Months Ended
March 31,
2026 2025
Consolidated:
Total revenue
$ 88,018 $ 113,119
Variable marketing and advertising
( 19,572 ) ( 34,943 )
Segment CC&E
( 31,754 ) ( 36,649 )
Cost of revenue
40 208
Total segment gross profit $ 36,732 $ 41,735
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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
March 31,
2026 2025
Total segment gross profit $ 36,732 $ 41,735
Other marketing and advertising (1)
( 5,861 ) ( 6,454 )
Other CC&E (2)
( 530 ) ( 572 )
Technology and content ( 11,335 ) ( 12,601 )
General and administrative ( 15,512 ) ( 17,310 )
Impairment, restructuring and other charges ( 6,372 ) —
Interest expense ( 4,035 ) ( 2,648 )
Other income, net 840 1,576
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.
(2) Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs.
There were no inter-segment revenue transactions for the periods presented. With the exception of contract assets – commissions receivable, which is presented by segment in Note 3 – Supplemental Financial Statement Information , our CODM does not separately evaluate assets by segment, and therefore, assets by segment are not presented.
Geographic Information
Our long-lived assets primarily consist of property and equipment, net and internally developed software. Our long-lived assets are attributed to the geographic location in which they are located. Long-lived assets by geographical area are summarized as follows (in thousands):
March 31, 2026 December 31, 2025
United States $ 27,029 $ 27,686
China 379 374
Total $ 27,408 $ 28,060
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Significant Customers
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. The majority of the revenue was from the Medicare segment.
Three Months Ended
March 31,
2026 2025
Humana 37 % 24 %
UnitedHealthcare (1)
21 % 24 %
Aetna (1)
2 % 14 %
____________
(1) Percentages include the carriers’ subsidiaries.
Note 10 – Leases
Our lease portfolio primarily consists of operating leases for office space, and our leases have remaining lease terms of less than 1 year to 4 years. Certain of these leases have free or escalating rent payment provisions. We recognize lease expense on a straight-line basis over the terms of the leases, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements. Most leases include options to renew, and the exercise of these options is at our discretion.
Subsequent to becoming a remote first workplace in the third quarter of 2022, we executed several subleases of our office space in the United States. The subleases run through the remaining term of the primary leases. As of 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 . 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. 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
March 31,
2026 2025
Operating lease expense $ 1,021 $ 1,218
Operating sublease income ( 736 ) ( 689 )
Total operating lease cost $ 285 $ 529
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Supplemental information related to our leases is as follows (dollars in thousands):
Three Months Ended
March 31,
2026 2025
Cash paid for amounts included in the measurement of operating lease liabilities $ 2,258 $ 2,285
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 March 31, 2026, maturities of our operating lease liabilities are as follows (in thousands):
Year ending December 31,
2026 (remainder)
$ 6,116
2027 6,950
2028 4,998
2029 3,008
2030 196
Thereafter —
Total lease payments (1)
$ 21,268
Less imputed interest ( 1,833 )
Total $ 19,435
____________
(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
The following table details impairment, restructuring and other charges for each of the periods presented (in thousands):
Three Months Ended
March 31,
2026 2025
Asset impairment charges $ — $ —
Restructuring and reorganization charges
6,372 —
Impairment, restructuring and other charges $ 6,372 $ —
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Asset Impairments
We did not incur any asset impairment charges for the three months ended March 31, 2026 and 2025.
Restructuring
Our restructuring and reorganization costs and liabilities consist primarily of severance, transition and other related costs. The following table summarizes the cash-based restructuring and reorganization related liabilities (in thousands):
Balance at December 31, 2025 $ —
Restructuring and reorganization charges 6,372
Payments ( 5,656 )
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 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
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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.
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EHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 13 – Income Taxes
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
March 31,
2026 2025
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 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. We forecast taxable income by considering available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change. We continue to recognize our deferred tax assets as of 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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.