What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-07 · 231 added, 156 removed, 617 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, unaudited)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

30 unchanged sentences

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

Retained earnings 12,009 30,116

Retained earnings (deficit) ( 11,586 ) 30,116

Accumulated other comprehensive income (loss) 231 ( 62 )

3 unchanged sentences

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands, except per share amounts, unaudited)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Commission $ 29,804 $ 54,731 $ 109,611 $ 153,677

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Total operating costs and expenses 61,023 83,826 151,919 192,147

Income (loss) from operations

( 2,878 ) 4,798

Loss from operations ( 27,457 ) ( 23,044 ) ( 30,335 ) ( 18,246 )

Interest expense ( 4,054 ) ( 2,348 ) ( 8,089 ) ( 4,996 )

Other income, net 832 1,340 1,672 2,916

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

Loss before income taxes ( 30,679 ) ( 24,052 ) ( 36,752 ) ( 20,326 )

Benefit from income taxes ( 7,084 ) ( 6,654 ) ( 8,443 ) ( 4,878 )

Net loss ( 23,595 ) ( 17,398 ) ( 28,309 ) ( 15,448 )

Preferred stock dividends ( 6,201 ) ( 5,846 ) ( 12,334 ) ( 11,627 )

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Basic and diluted 31,780 30,404 31,458 30,202

Comprehensive income (loss):

Net income (loss)

$ ( 4,714 ) $ 1,950

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

( 27 ) ( 37 )

Comprehensive loss:

Net loss $ ( 23,595 ) $ ( 17,398 ) $ ( 28,309 ) $ ( 15,448 )

Unrealized gain (loss) on available for sale debt securities, net of tax ( 3 ) 9 ( 30 ) ( 28 )

Foreign currency translation adjustments 176 ( 4 ) 323 2

Comprehensive income (loss)

$ ( 4,594 ) $ 1,919

Comprehensive loss $ ( 23,422 ) $ ( 17,393 ) $ ( 28,016 ) $ ( 15,474 )

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

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Capital Treasury Stock Retained Earnings

Accumulated Other Comprehensive Income (Loss)

(Accumulated Deficit) Accumulated Other Comprehensive Income (Loss)

Total Stockholders’ Equity

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

Issuance of common stock in connection with equity incentive plans 763 1 — — — — — 1

Repurchase of shares to satisfy employee tax withholding obligations — — ( 49 ) 30 — — — ( 49 )

Dividends and accretion related to convertible preferred stock — — ( 13,916 ) — — — — ( 13,916 )

Issuance of common stock for employee stock purchase program 64 — 102 — — — — 102

Stock-based compensation — — 2,356 — — — 2,356

Other comprehensive income, net of tax — — — — — — 173 173

Net loss — — — — — ( 23,595 ) — ( 23,595 )

Balance as of June 30, 2026 45,827 $ 46 $ 752,110 13,878 $ ( 199,998 ) $ ( 11,586 ) $ 231 $ 540,803

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

EHEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, unaudited)

Common Stock Additional Paid-in

Capital Treasury Stock Retained Earnings

Accumulated Other Comprehensive Loss

(Accumulated Deficit) Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

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

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

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

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

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

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

Other comprehensive income, net of tax

— — — — — — 5 5

Net loss — — — — — ( 17,398 ) — ( 17,398 )

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

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

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(in thousands, unaudited)

Three Months Ended

Six Months Ended

Operating activities:

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

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

Net loss $ ( 28,309 ) $ ( 15,448 )

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

Depreciation and amortization 980 937

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Deferred income taxes ( 8,657 ) ( 5,195 )

Impairment charges 303 413

Other non-cash items 913 ( 637 )

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Proceeds from redemption and maturities of marketable securities 21,109 66,500

Net cash provided by (used in) investing activities ( 34,359 ) 5,472

Net cash used in investing activities ( 32,434 ) ( 4,647 )

Financing activities:

Net proceeds from exercise of common stock options and employee stock purchases 102 189

Repurchase of shares to satisfy employee tax withholding obligations ( 208 ) ( 1,826 )

Payments of preferred stock dividends ( 3,083 ) ( 2,906 )

Net cash used in financing activities ( 3,189 ) ( 4,543 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 309 ( 4 )

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

Net increase (decrease) in cash, cash equivalents and restricted cash ( 4,504 ) 26,723

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

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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.

Description of Business – eHealth, Inc., a Delaware corporation, together with 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.

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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.

Basis of Presentation – The accompanying Condensed Consolidated Balance Sheet as of June 30, 2026 and other condensed consolidated financial statements for the three and six months ended June 30, 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.

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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.

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 June 30, 2026 and December 31, 2025 and our results of operations for the periods presented.

The results for the three and six months ended June 30, 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.

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Recently Adopted Accounting Pronouncements

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

We did not adopt any new accounting pronouncements during the six months ended June 30, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Medicare Advantage $ 27,862 $ 38,264 $ 87,352 $ 113,250

1 unchanged sentence

Medicare Part D (1)

( 3,930 ) ( 1,048 ) 404 1,395

Total Medicare 26,313 50,502 96,286 136,535

1 unchanged sentence

Non-Qualified Health Plans (1)

( 899 ) ( 434 ) ( 78 ) 484

Qualified Health Plans (1)

( 598 ) ( 402 ) ( 126 ) 1,363

Total Individual and Family ( 1,497 ) ( 836 ) ( 204 ) 1,847

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_____________

(1) Revenue was negative due to net commission revenue from members approved in prior periods.

Such amounts were $( 4.0 ) million, $( 1.2 ) million, and $( 0.7 ) million for Medicare Part D, non-qualified and qualified health plans, respectively, for the three months ended June 30, 2026;

$( 1.2 ) million and $( 0.7 ) million for non-qualified and qualified health plans, respectively, for the six months ended June 30, 2026;

and $( 1.3 ) million, $( 0.8 ) million, and $( 0.7 ) million for Medicare Part D, non-qualified and qualified health plans, respectively, for the three months ended June 30, 2025.

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

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Commission revenue from members approved during the period $ 19,141 $ 33,148 $ 85,579 $ 114,902

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

9,087 19,089 15,877 27,054

Total Medicare segment commission revenue $ 28,228 $ 52,237 $ 101,456 $ 141,956

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

( 1,480 ) ( 1,318 ) ( 239 ) 1,201

Total Employer and Individual segment commission revenue $ 1,576 $ 2,494 $ 8,155 $ 11,721

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

7,607 17,771 15,638 28,255

Total commission revenue $ 29,804 $ 54,731 $ 109,611 $ 153,677

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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.

(2) The after-tax impact of total net commission revenue from members approved in prior periods for the three months ended June 30, 2026 and 2025 was $ 0.18 and $ 0.44 per basic and diluted share, respectively.

The after-tax impact of total net commission revenue from members approved in prior periods for the six months ended June 30, 2026 and 2025 was $ 0.38 and $ 0.71 per basic and diluted share, respectively.

Note 3 – Supplemental Financial Statement Information

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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):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash $ 14,503 $ 58,162

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Total cash, cash equivalents and restricted cash $ 72,311 $ 76,815

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.

As of June 30, 2026 and December 31, 2025, we had $ 2.6 million and $ 3.1 million of restricted cash, respectively, 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.

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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 believe the potential for collection issues with any of our customers was minimal as of June 30, 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.

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

Credit loss expenses are assessed quarterly and included in the “General and administrative” line in our 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.

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 six months ended June 30, 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

June 30, 2026 December 31, 2025

Beginning balance $ 2,438 $ 2,222

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Ending balance $ 2,050 $ 2,438

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Our contract assets – commissions receivable activities, net of credit loss allowances, are summarized as follows (in thousands):

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Net change in credit loss allowance 369 19 388

Ending balance at March 31, 2026

Ending balance at June 30, 2026

$ 958,618 $ 48,992 $ 1,007,610

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federal government.

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

The deposits in China were $ 2.5 million as of June 30, 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:

March 31, 2026 December 31, 2025

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

June 30, 2026 December 31, 2025

Humana 34 % 33 %

UnitedHealthcare 29 % 28 %

_____________

(1) Percentages include the carriers’ subsidiaries.

Aetna 13 % 13 %

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

June 30, 2026 December 31, 2025

Prepaid software and maintenance contracts $ 4,889 $ 5,449

5 unchanged sentences

Prepaid expenses and other current assets $ 10,083 $ 13,328

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 – Fair Value Measurements

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Level 3 Unobservable inputs for the asset or liability.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

June 30, 2026

Carrying Value Level 1 Level 2 Level 3 Total

2 unchanged sentences

Commercial paper 46,092 — 46,092 — 46,092

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

Short-term marketable securities

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

Government securities 18,230 — 18,230 — 18,230

Commercial paper 12,140 — 12,140 — 12,140

Corporate bonds 997 — 997 — 997

Total assets measured at fair value $ 86,545 $ 9,086 $ 77,459 $ — $ 86,545

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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.

Our available for sale marketable securities, which include government securities, commercial paper and corporate bonds, 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 six months ended June 30, 2026 or the year ended December 31, 2025.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

As of June 30, 2026 As of December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

Due in 1 year $ 84,805 $ 84,775 $ 19,058 $ 19,058

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Due in 1 year through 5 years 1,770 1,770 — —

Total $ 86,575 $ 86,545 $ 19,058 $ 19,058

All marketable securities, including those that have contractual maturities greater than one year, have been classified as short-term based on their readily liquid nature and because they represent the investment of cash that is available to support current operations.

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

June 30, 2026

Amortized Cost Unrealized Gains Unrealized Losses Fair Value

2 unchanged sentences

Commercial paper 46,100 — ( 8 ) 46,092

Government securities 3,983 — — 3,983

Short-term marketable securities

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

Government securities 18,249 — ( 19 ) 18,230

Commercial paper 12,143 — ( 3 ) 12,140

Corporate bonds 997 — — 997

Total $ 86,575 $ — $ ( 30 ) $ 86,545

6 unchanged sentences

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 June 30, 2026, we had 46 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.

We did not record any credit losses regarding our available for sale debt securities during the six months ended June 30, 2026 and 2025.

We do not intend to sell these securities at a significant loss as we have the ability to hold them until maturity, 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 $ 1.2 million for the three months ended June 30, 2026 and 2025, and $ 1.8 million and $ 2.6 million for the six months ended June 30, 2026 and 2025, respectively.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

2024 Equity Incentive Plan – On June 18, 2026, upon approval at our annual meeting of stockholders, we amended and restated our Amended and Restated 2024 Equity Incentive Plan (as amended and restated, the “A&R 2024 Equity Plan”) to reserve an additional 1,300,000 shares of our common stock that may be issued thereunder.

Stock Repurchase Programs – We had no stock repurchase activity during the three and six months ended June 30, 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).

In addition, as of June 30, 2026 and 2025, we had 3.2 million and 3.0 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 June 30, 2026 and 2025, we had a total of 13.9 million and 13.7 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 stock-based equity 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

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

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Restricted stock units

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Marketing and advertising $ 380 $ 585 $ 648 $ 1,082

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Total stock-based compensation $ 2,356 $ 4,016 $ 4,639 $ 7,913

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 — Convertible Preferred Stock

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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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.

During the second quarter of 2026, we made a cash dividend payment of $ 3.1 million.

Board Nomination Rights – As of June 30, 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.

Investment Agreement.

As of June 30, 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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”).

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

Investment Agreement) for certain

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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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.

As of June 30, 2026, we were in compliance with the additional liquidity covenant.

As of June 30, 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 June 30, 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.

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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.

No shares of Series A Preferred Stock have been converted, and the Series A Preferred Stock was convertible into 4.0 million shares of common stock as of June 30, 2026.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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Change in preferred stock redemption value 14,975

Balance as of March 31, 2026

Balance as of June 30, 2026

Note 7 – Net Loss Per Share Attributable to Common Stockholders

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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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net loss attributable to common stockholders

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$ ( 1.18 ) $ ( 0.98 ) $ ( 1.77 ) $ ( 1.32 )

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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For each of the three and six months ended June 30, 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

June 30, Six Months Ended

2026 2025 2026 2025

Convertible preferred stock 3,962 3,735 3,933 3,708

Restricted stock units

1,864 2,038 2,133 1,676

Performance-based stock units 1,135 385 1,135 420

6 unchanged sentences

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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Our future minimum payments under non-cancellable contractual service and licensing obligations as of June 30, 2026 were as follows (in thousands):

Year ending December 31,

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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.

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 June 30, 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.

As of June 30, 2026 and

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025, we had a self-insurance liability balance of $ 3.1 million and $ 2.6 million, respectively, in the “Accrued compensation and benefits” line on our Condensed Consolidated Balance Sheets.

Contingencies

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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.

As of June 30, 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.

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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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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

False Claims Act against certain defendants named in the Relator’s complaint, including eHealth, Inc.

The government’s Complaint brings similar claims under the Federal False Claims Act against certain defendants named in the Relator’s complaint, including eHealth, Inc.

and eHealthInsurance Services, Inc.

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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.

On May 22, 2026, eHealth filed its answer to the government’s complaint, and on May 27, 2026, the Court issued a scheduling order setting discovery and dispositive motion deadlines and limits.

Note 9 – Segment and Geographic Information

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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.

Our commissions may include

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

To a lesser extent, the E&I segment also 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.

1 unchanged sentence

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.

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

Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.

Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Total revenue

4 unchanged sentences

Cost of revenue

( 210 ) ( 36 ) ( 104 ) 264

Medicare segment gross profit $ 5,964 $ 19,145 $ 39,000 $ 54,892

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Employer and Individual:

6 unchanged sentences

( 55 ) ( 62 ) ( 121 ) ( 154 )

E&I segment gross profit $ 3,696 $ 5,988

E&I segment gross profit (loss) $ ( 840 ) $ ( 257 ) $ 2,856 $ 5,731

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Consolidated:

5 unchanged sentences

Cost of revenue

( 265 ) ( 98 ) ( 225 ) 110

Total segment gross profit $ 5,124 $ 18,888 $ 41,856 $ 60,623

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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):

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Total segment gross profit $ 5,124 $ 18,888 $ 41,856 $ 60,623

8 unchanged sentences

Other income, net 832 1,340 1,672 2,916

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

Loss before income taxes $ ( 30,679 ) $ ( 24,052 ) $ ( 36,752 ) $ ( 20,326 )

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

2 unchanged sentences

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Geographic Information

2 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

United States $ 25,659 $ 27,686

1 unchanged sentence

Total $ 26,005 $ 28,060

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Significant Customers

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

Substantially all revenue for the three and six months ended June 30, 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 percentages include revenue attributable to each carrier and its subsidiaries.

The majority of the revenue was from the Medicare segment.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Humana 26 % 23 % 34 % 23 %

UnitedHealthcare 25 % 27 % 22 % 25 %

(1) Percentages include the carriers’ subsidiaries.

Health Care Service Corporation 13 % 9 % 10 % 3 %

Aetna 3 % 12 % 2 % 13 %

Note 10 – Leases

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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).

As of June 30, 2026, we expect to generate a total of $ 8.8 million in future sublease income through January 31, 2030.

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

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

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.

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):

We recorded $ 0.1 million of impairment charges related to our

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

operating lease right-of-use assets for the three and six months ended June 30, 2026 in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

We recorded $ 0.4 million impairment charges related to our operating lease right-of-use assets for the three and six months ended June 30, 2025 in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

The components of operating lease costs for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating lease expense $ 903 $ 1,198 $ 1,924 $ 2,416

1 unchanged sentence

Total operating lease cost $ 167 $ 509 $ 451 $ 1,038

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of operating lease liabilities $ 4,399 $ 4,570

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Weighted-average remaining lease term (in years) of operating leases 2.8 3.1

Weighted-average discount rate used to recognize operating lease right-of-use-assets 5.8 % 5.7 %

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

As of June 30, 2026, maturities of our operating lease liabilities are as follows (in thousands):

Year ending December 31,

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

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 — Impairment, Restructuring and Other Charges

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Asset impairment charges $ 303 $ 413 $ 303 $ 413

Restructuring and reorganization charges

( 243 ) 1,142 6,129 1,142

Impairment, restructuring and other charges $ 60 $ 1,555 $ 6,432 $ 1,555

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Asset Impairments

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

During the three and six months ended June 30, 2026, we recognized non-cash, pre-tax asset impairment charges of $ 0.3 million in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

These charges were comprised of $ 0.2 million related to abandoned internally developed software projects and $ 0.1 million related to operating lease right-of-use asset impairments for certain vacated leased office spaces.

During the three and six months ended June 30, 2025 we recognized non-cash, pre-tax asset impairment charges of $ 0.4 million , related to operating lease right-of-use asset impairments for certain vacated leased office spaces in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss.

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

Restructuring

4 unchanged sentences

Payments ( 6,114 )

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.

Adjustment to accrual ( 297 )

Balance at June 30, 2026 $ 15

During the three months ended June 30, 2026, we recognized $( 0.2 ) million of pre-tax restructuring charges which consisted of $ 0.1 million of additional restructuring charges related to employee termination benefits associated with our workforce reduction initiative and a $ 0.3 million reduction of previously accrued restructuring costs.

During the six months ended June 30, 2026, we recognized $ 6.1 million of pre-tax restructuring charges related to employee termination benefits resulting from our workforce reduction of approximately 14 % across the organization, implemented as part of cost reduction efforts to support our strategic initiatives.

These charges were recorded in the “Impairment, restructuring and other charges” line in our Condensed Consolidated Statements of Comprehensive Loss, and substantially all of the restructuring charges have been settled in cash.

As of June 30, 2026, we had an immaterial restructuring accrual on our Condensed Consolidated Balance Sheet.

During the three and six months ended June 30, 2025, we recorded $ 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.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12 – Debt

11 unchanged sentences

The Revolving Credit Facility matures in December 2028.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

As of June 30, 2026, the interest rate was 10.14 %.

For the three and six months ended June 30, 2026, we incurred interest expense of $ 3.2 million and $ 6.4 million, respectively.

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.

12 unchanged sentences

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.

As of June 30, 2026, we were in compliance with our Revolving Credit Agreement covenants.

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

Total amortization of closing costs, or debt issuance costs, was $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2026, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

There were $ 10.4 million unamortized issuance costs as of June 30, 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.

The carrying value of the revolving loans was $ 114.6 million as of June 30, 2026.

Term Loan Credit Facility

4 unchanged sentences

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).

As of June 30, 2025, the interest rate was 11.59 % and we incurred interest expense of $ 2.1 million and $ 4.1 million for the three and six months ended June 30, 2025, respectively.

Total amortization of closing costs and extension fees, or debt issuance costs, was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2025, respectively, and is recorded in the “Interest expense” line in our Condensed Consolidated Statements of Comprehensive Loss.

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

1 unchanged sentence

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

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):

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

Three Months Ended

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

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

June 30, Six Months Ended

2026 2025 2026 2025

Loss before income taxes $ ( 30,679 ) $ ( 24,052 ) $ ( 36,752 ) $ ( 20,326 )

Benefit from income taxes ( 7,084 ) ( 6,654 ) ( 8,443 ) ( 4,878 )

Effective tax rate 23.1 % 27.7 % 23.0 % 24.0 %

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.

For the three and six months ended June 30, 2026 and 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 six months ended June 30, 2026, we recorded a benefit from income taxes of $ 7.1 million and $ 8.4 million, respectively, representing an effective tax rate of 23.1 % and 23.0 %, respectively, which was higher than the statutory federal tax rate primarily due to state taxes, stock-based compensation adjustments and nondeductible lobbying expenses, partially offset by research and development credits.

For the three and six months ended June 30, 2025, we recognized a benefit from income taxes of $ 6.7 million and $ 4.9 million, respectively, representing an effective tax rate of 27.7 % and 24.0 %, respectively, which was higher than the

EHEALTH, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation and lobbying expenses, partially offset by research and development credits and discrete adjustments.

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 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.

We continue to recognize our deferred tax assets as of June 30, 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