What changed in this filing

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Item 5. Other Information

2026-08-05 compared with 2026-05-07 · 34 added, 8 removed, 22 unchanged (66% of the section changed)

OTHER INFORMATION

On August 4, 2026, the Company amended and restated its Executive Bonus Plan to expand eligibility to participate in the Executive Bonus Plan to all employees who are designated as participants by the Compensation Committee of the Board and to implement other clarifying changes to aid in administration of the plan.

In connection with its review and amendment of the Executive Bonus Plan, the Company identified a drafting error in Section 2(b)(ii) of the Severance Agreement between the Company and Michelle Barbeau, dated January 1, 2024, and the Severance Agreement between the Company and John Dolan, dated August 31, 2024 (collectively, the “Severance Agreements”).

On August 4, 2026, the Company entered into amendments with Michelle Barbeau and John Dolan, respectively, to amend Section 2(b)(ii) of each Severance Agreement to correct the drafting error (the “Severance Agreement Amendments”).

The Severance Agreement Amendments clarify that performance-based equity awards for which performance goals have been achieved but which remain subject to time-based vesting shall be considered and treated as time-based awards under the terms of the applicable Severance Agreement.

This treatment is consistent with the description of such awards in the section entitled “Employment Agreements, Severance Agreements and Change of Control Arrangements” in the Company’s Definitive Proxy Statement filed on April 28, 2026.

The foregoing descriptions of the Severance Agreements and the Severance Agreement Amendments do not purport to be complete and are qualified in their entirety by the full text of the Severance Agreements and Severance Agreement Amendments, copies of which are filed as (i) Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed February 27, 2025;

(ii) Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 6, 2024, and (iii) Exhibits 10.3 and 10.4 to this Quarterly Report on Form 10-Q, and are incorporated by reference herein.

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “ Rule 10b5-1 trading arrangement ” or a “ non-Rule 10b5-1 trading arrangement ,” each as defined in Regulation S-K Item 408, except as follows:

On June 1, 2026 , Francis S.

Soistman , a member of our Board of Directors , adopted a 10b5-1 trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The 10b5-1 trading plan provides for the sale of an aggregate of up to 115,205 shares of our common stock.

Unless otherwise terminated pursuant to its terms, the plan will terminate on June 1, 2027 , or when all shares under the plan are sold.

Except as so indicated in Exhibits 32.1 and 32.2, the following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

1 unchanged sentence

Description of Exhibit Form Date

31.1 † Certification of Derrick Duke, Chief Executive Officer of eHealth, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 † Certification of John Dolan, Chief Financial Officer of eHealth, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of Derrick Duke, Chief Executive Officer of eHealth, Inc., pursuant to 18 U.S.C.

10.1* A mended and Restated 2024 Equity Incentive Plan

Current Report on Form 8-K

001-33071) June 25, 2026

10.2* † E xecutive Bonus Plan

10.2.1* † F orm of Cash Performance Award Agreement

10.3* † A mendment to the Severance Agreement between the Company and Michelle M.

Barbeau, dated Au gust 4 , 2026

10.4* † Amendment to the Severance Agreement between the Company and John J.

Dolan, dated August 4, 2026

10.5* † Amendment to the Severance Agreement between the Company and Gavin G.

Galimi , dated August 4 , 2026

31.1 † Certification of Derrick A.

Duke, Chief Executive Officer of eHealth, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 † Certification of John J.

Dolan, Chief Financial Officer of eHealth, Inc., pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 ‡ Certification of Derrick A.

Duke, Chief Executive Officer of eHealth, Inc., pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 ‡ Certification of John Dolan, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C.

32.2 ‡ Certification of John J.

Dolan, Chief Financial Officer of eHealth, Inc., pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

5 unchanged sentences

101.PRE † Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 The cover page from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, formatted in Inline XBRL and contained in Exhibit 101

104 The cover page from the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026, formatted in Inline XBRL and contained in Exhibit 101

† Filed herewith.

3 unchanged sentences

EHEALTH, INC.

May 6, 2026 /s/ Derrick A.

August 5, 2026 /s/ Derrick A.

Chief Executive Officer

(Principal Executive Officer)

May 6, 2026 /s/ John J.

August 5, 2026 /s/ John J.

Chief Financial Officer

1 unchanged sentence

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 5. Other Information