Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Please read the following discussion and analysis together with our condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). This discussion and analysis contains forward-looking statements, which involve risks and uncertainties. As a result of many factors, such as those described under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report, our actual results may differ materially from those anticipated in these forward-looking statements.
Overview
We are 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 and transparent partner to consumers in their journeys through the health insurance market.
Business Update
Entering fiscal 2026, we aligned the organization around a clear strategic framework designed to leverage our core strengths to build a strong foundation for future growth, adapt to a structurally evolving Medicare market and prioritize sustainable operating cash flow generation. During the second quarter of 2026, we launched our lifetime advisory operating model, improved second quarter operating cash flow year-over-year, and advanced diversification initiatives such as Individual Coverage Health Reimbursement Arrangement (“ICHRA”) capabilities and ancillary product offerings.
We believe our lifetime advisory model could over time drive improved member retention and increased member lifetime value, as well as build on consumer brand recognition and member loyalty for our Medicare segment. As part of this initiative, we are also focusing on broadening our ancillary product and service selection to offer more comprehensive coverage options to consumers. During the second quarter of 2026, we expanded our product portfolio with the introduction of our final expense insurance offering, which covers end-of-life insurance. We also observed encouraging early engagement trends related to ancillary product cross-sell activities through our lifetime advisory model. While still early, we believe this model could create opportunities to enhance cross-selling of ancillary products. Cross-sell rates represent advisor-assisted ancillary product applications submitted for consumers age 65 and older in relation to the number of advisor-assisted applications for major medical Medicare products, including Medicare Advantage and Medicare Supplement plans. Additionally, in the under 65 market, we continue to pursue measured investment in ICHRA capabilities that we believe will allow us to better serve the employer market and extend our platform to brokers with strong employer relationships.
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During the first quarter of 2026, we implemented a company-wide fixed cost expense reduction initiative in which we eliminated approximately 14% of our workforce and targeted reductions in vendor spend. We have recognized cost savings from this initiative during the first six months of 2026, and we expect to continue to recognize savings throughout the rest of the fiscal year.
During the second quarter of 2026, enrollment volume in our Medicare products was lower than the second quarter of 2025. This was consistent with our expectations and our lifetime advisory model, which prioritizes marketing spend in the first and fourth quarters to maximize returns on investment and focuses on benefit advisor engagement with existing members during the second and third quarters.
Summary of Selected Metrics
We rely upon certain metrics to estimate and recognize commission revenue, evaluate our business performance and facilitate strategic planning. Our commission revenue is influenced by a number of factors including but not limited to:
• the number of individuals on applications for Medicare-related, individual and family, small business and ancillary health insurance plans that are approved by the relevant health insurance carriers;
• the number of approved members for Medicare-related, individual and family, small business and ancillary health insurance plans from whom we have received an initial commission payment; and
• the constrained lifetime value (“LTV”) of approved members for Medicare-related, individual and family and ancillary health insurance plans we sell, as well as the estimated annual value of approved members for small business plans we sell.
Approved Members
Approved members represent the number of individuals on submitted applications, or submissions, for which we are the broker of record, that were approved by the applicable insurance carrier for the identified product during the current period. The applications may be submitted in either the current period or prior periods. Approved members may not ultimately become paying members.
The following table shows approved members by product for the periods presented:
Three Months Ended
June 30, % Change Six Months Ended
June 30, % Change
2026 2025 2026 2025
Medicare
Medicare Advantage 16,780 30,568 (45) % 80,202 113,239 (29) %
Medicare Supplement 958 1,730 (45) % 3,470 4,295 (19) %
Medicare Part D 281 1,378 (80) % 1,095 4,020 (73) %
Total Medicare 18,019 33,676 (46) % 84,767 121,554 (30) %
Individual and Family 1,487 2,062 (28) % 5,072 7,879 (36) %
Ancillary 10,737 12,360 (13) % 27,638 29,285 (6) %
Small Business 986 838 18 % 2,274 2,028 12 %
Total Approved Members 31,229 48,936 (36) % 119,751 160,746 (26) %
Three Months Ended June 30, 2026 and 2025 – Total approved members declined 36% during the three months ended June 30, 2026 compared to the same period in 2025, driven by:
• a 46% decline in Medicare approved members, primarily due to:
◦ a 45% decline in Medicare Advantage and Medicare Supplement approved members resulting from an intentional reduction in variable marketing spend, and
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◦ an 80% decline in Medicare Part D approved members due to the continuous impact of regulatory changes that adversely impacted standalone Medicare Part D plan economics and availability, resulting in beneficiaries shifting away from standalone Medicare Part D plans towards Medicare Advantage plans that include prescription drug coverage.
• a 28% decline in individual and family plan approved members primarily driven by lower qualified health plan approved members following the removal of government subsidies, which both reduced overall demand and drove a partial shift towards non-qualified health plans, along with an overall decline in variable marketing spend;
• a 13% decline in ancillary plan approved members across all products primarily driven by an intentional decrease in variable marketing spend; and
• an 18% increase in small business health plan approved members primarily driven by a targeted increase in variable marketing spend toward employer plans as well as an increase in average group size for existing plans.
Six Months Ended June 30, 2026 and 2025 – Total approved members declined 26% during the six months ended June 30, 2026 compared to the same period in 2025, driven by:
• a 30% decline in Medicare approved members, primarily as a result of:
◦ a 29% decline in Medicare Advantage approved members primarily due to an intentional decrease in variable marketing spend which resulted in a 31% decline in Medicare Advantage broker of record submissions;
◦ a 19% decline in Medicare Supplement approved members, primarily due to an intentional decrease in variable marketing spend, partially offset by the approval timing of certain applications that were submitted in the fourth quarter of 2025; and
◦ a 73% decline in Medicare Part D approved members due to the continuous impact of regulatory changes that adversely impacted standalone Medicare Part D plan economics and availability, resulting in beneficiaries shifting away from standalone Medicare Part D plans towards Medicare Advantage plans that include prescription drug coverage.
• a 36% decline in individual and family plan approved members primarily driven by lower qualified health plan approved members following the removal of government subsidies, which both reduced overall demand and drove a partial shift towards non-qualified health plans, along with an overall decline in variable marketing spend;
• a 6% decline in ancillary approved members year-over-year primarily due to decreases in short-term, dental and vision plan approved members, partially offset by targeted increases in hospital indemnity plan members; and
• a 12% increase in small business health plan approved members primarily driven by an intentional increase in variable marketing spend toward employer plans as well as an increase in average group size for existing plans.
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Estimated Constrained Lifetime Value of Commissions Per Approved Member
The following table shows our estimated constrained LTV of commissions per approved member by product for the periods presented:
Three Months Ended
June 30, % Change
2026 2025
Medicare (1) (2)
Medicare Advantage $ 921 $ 934 (1) %
Medicare Supplement 1,661 1,435 16 %
Medicare Part D 260 171 52 %
Individual and Family (1)
Non-Qualified Health Plans 302 328 (8) %
Qualified Health Plans 275 315 (13) %
Ancillary (1)
Short-term 127 111 14 %
Dental 126 125 1 %
Vision 81 84 (4) %
Small Business (1)
344 263 31 %
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(1) Constrained LTV of commissions per approved member for Medicare, individual and family and ancillary plans represents commissions estimated to be collected over the estimated life of an approved member’s plan after applying constraints in accordance with our revenue recognition policy. Constrained LTV of commissions per approved member for small business represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, and applied constraints. The constraints are applied to help ensure that commissions estimated to be collected over the estimated life of an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. These factors may result in varying values from period to period. For additional information on constrained LTV, see “ Critical Accounting Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2025.
(2) The constraints applied to the total estimated lifetime value of commissions we expect to receive for selling the plan after the carrier approves an application in order to derive the constrained LTV of commissions for approved members recognized for Medicare Advantage, Medicare Supplement and Medicare Part D were 5.5%, 4% and 7%, respectively, for the three months ended June 30, 2026 and 2025.
Three Months Ended June 30, 2026 and 2025 – The changes in constrained LTV of commissions per approved member primarily consisted of:
• a 1% decrease in Medicare Advantage plans, primarily due to unfavorable retention assumptions for the second quarter of 2026 cohorts compared to the second quarter of 2025 cohorts, partially offset by favorable carrier and contract mix;
• a 16% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix and favorable retention assumptions for the second quarter 2026 cohorts compared to the second quarter 2025 cohorts and an increase in the ratio of approved members who became paying members, partly offset by an unfavorable cohort mix;
• a 52% increase in Medicare Part D plans, primarily driven by favorable carrier and contract mix, partially offset by unfavorable retention assumptions for the second quarter 2026 cohorts compared to the second quarter 2025 cohorts;
• an 8% decrease in non-qualified health plans, primarily due to unfavorable retention assumptions for the second quarter 2026 cohorts compared to the second quarter 2025 cohorts;
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• a 13% decrease in qualified health plans, primarily due to a decrease in the ratio of approved members who became paying members and unfavorable retention assumptions for the second quarter 2026 cohorts compared to the second quarter 2025 cohorts;
• a 14% increase in short-term plans, primarily driven by favorable cohort mix;
• a 4% decrease in vision plans due to unfavorable carrier and contract mix; and
• a 31% increase in small business plans due to favorable carrier and contract mix.
Estimated Membership
Estimated membership represents the estimated number of members active as of the date indicated based on the number of members for whom we have received or applied a commission payment during the period of estimation as well as the number of approved members during the period of estimation from whom we expect to receive commission payments. There is generally up to a few months lag between newly approved plans and the receipt of commission payments from the health insurance carrier and is most pronounced in the fourth and first quarters of our fiscal year due to the annual and open enrollment periods. A member who purchases and is active on multiple standalone insurance plans will be counted as a member more than once. For example, a member who is active on both an individual and family health insurance plan and a standalone dental plan will be counted as two continuing members.
Health insurance carriers bill and collect insurance premiums paid by our members. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier or notifying the carrier directly and do not inform us of the cancellation. Therefore, we depend on carriers and others for membership data. Many carriers do not directly report member cancellations to us and thus we must infer cancellations from commission reports that carriers provide by analyzing whether member premium payments to the carrier have ceased for a period of time. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, especially as some of our members pay their premiums less frequently than monthly, we estimate the number of members who are active on insurance policies as of a specified date.
After we have estimated membership as of a specified date, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in historical membership as compared to our initial estimates, while we keep the prior period data consistent with previously reported amounts, we may provide the updated information in other communications or disclosures. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next, making it difficult for us to determine with any certainty the impact of current conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.
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The following table shows estimated membership by product as of the dates presented below:
As of June 30, % Change
2026 2025
Medicare (1)
Medicare Advantage 559,352 596,397 (6) %
Medicare Supplement 86,477 91,845 (6) %
Medicare Part D 133,246 176,223 (24) %
Total Medicare 779,075 864,465 (10) %
Individual and Family (1)
49,813 66,374 (25) %
Ancillary (1)
177,763 174,632 2 %
Small Business (2)
33,176 40,132 (17) %
Total Estimated Membership 1,039,827 1,145,603 (9) %
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(1) To estimate the number of members on Medicare-related, individual and family, and ancillary health insurance plans, we take the respective sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations). To the extent we determine through confirmations from a health insurance carrier that a commission payment is delayed or is inaccurate as of the date of estimation, we adjust the estimated membership to also reflect the number of members for whom we expect to receive or to refund a commission payment. Further, to the extent we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. For ancillary health insurance plans, the one-to-three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.
(2) To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.
June 30, 2026 compared to June 30, 2025 – Total estimated membership declined 9% as of June 30, 2026 compared to June 30, 2025 primarily due to:
• a 10%, 25% and 17% decline year-over-year in Medicare plan, individual and family plan and small business plan estimated membership, respectively, primarily as a result of fewer approved applications and heightened market volatility;
• partially offset by a 2% increase year-over-year in ancillary plan estimated membership primarily driven by an increase in hospital indemnity plan estimated membership.
Member Acquisition
Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. We calculate and evaluate the customer care and enrollment (“CC&E”) expense per approved member and the variable marketing cost per approved member. We incur CC&E expenses in assisting applicants during the enrollment process. Variable marketing costs represent costs incurred in member acquisition from our direct marketing and marketing partner channels. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.
The numerator used to calculate each member acquisition metric discussed above is the portion of the respective operating expenses for CC&E and marketing and advertising that is directly related to member
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acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent approved members, and for IFP Plans, we call this derived metric IFP-equivalent approved members. The calculations for MA-equivalent approved members and for IFP-equivalent approved members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from period to period, the weight given to each product was determined based on their relative LTVs at the time of our adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers .
The following table shows the CC&E cost per approved member and variable marketing cost per approved member metrics for the periods presented below:
Three Months Ended
June 30, % Change
2026 2025
Medicare
CC&E cost per MA-equivalent approved member (1)
$ 941 $ 664 42 %
Variable marketing cost per MA-equivalent approved member (1)
325 423 (23) %
Total acquisition cost per MA-equivalent approved member $ 1,266 $ 1,087 16 %
Individual and Family Plans
CC&E cost per IFP-equivalent approved member (2)
$ 490 $ 422 16 %
Variable marketing cost per IFP-equivalent approved member (2)
84 99 (15) %
Total acquisition cost per IFP-equivalent approved member $ 574 $ 521 10 %
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(1) We calculate the number of MA-equivalent approved members by adding the total number of approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare Part D members during the periods presented.
(2) We calculate the number of IFP-equivalent approved members by adding the total number of approved qualified and non-qualified health plan members and 33% of the total number of short-term approved members during the periods presented.
Medicare
Three Months Ended June 30, 2026 and 2025 – Total acquisition cost per MA-equivalent approved member increased $179, or 16%, during the three months ended June 30, 2026 compared to the same period in 2025, driven by:
• a $277, or 42%, increase in CC&E cost per MA-equivalent approved member primarily due to:
◦ a decline in the number of approved members across all Medicare products, driven by our intentional decrease in variable marketing spend as we focused on existing member engagement outside of the key enrollment periods;
◦ partially offset by lower overall personnel and compensation costs, primarily driven by fewer benefit advisors and screeners year-over-year as well as our flexible telesales organization structure;
• partially offset by a $98, or 23%, decrease in variable marketing cost per MA-equivalent approved member primarily due to more disciplined marketing spend, improved marketing channel mix and continued marketing efficiencies from our branding initiatives that enhanced lead quality and conversion rates in our online unassisted channels.
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Individual and Family
Three Months Ended June 30, 2026 and 2025 – Total acquisition cost per IFP-equivalent approved member increased $53, or 10%, during the three months ended June 30, 2026 compared to the same period in 2025, driven by:
• a $68, or 16%, increase in CC&E cost per IFP-equivalent approved member due to the overall decline in individual and family plan and short-term plan approved members;
• partially offset by a $15, or 15%, decrease in variable marketing cost per IFP-equivalent approved member, primarily driven by our intentional decrease in variable marketing spend year-over-year.
Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires us to make judgments, assumptions, and estimates that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future consolidated results of comprehensive income (loss) may be affected.
An accounting policy is considered to be critical if the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and the effect of the estimates and assumptions on financial condition or operating performance. The accounting policies we believe to reflect our more significant estimates, judgments and assumptions and are most critical to understanding and evaluating our reported financial results are as follows:
• Revenue recognition and contract assets - commissions receivable;
• Stock-based compensation; and
• Accounting for income taxes.
There have been no changes to our critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026, that have had a significant impact on our condensed consolidated financial statements and related notes. Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, for a complete discussion of our other critical accounting policies and estimates.
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Results of Operations
The following table sets forth our operating results and related percentage of total revenue for the periods presented (dollars in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Revenue
Commission $ 29,804 89 % $ 54,731 90 % $ 109,611 90 % $ 153,677 88 %
Other 3,762 11 % 6,051 10 % 11,973 10 % 20,224 12 %
Total revenue 33,566 100 % 60,782 100 % 121,584 100 % 173,901 100 %
Operating costs and expenses (1)
Marketing and advertising 11,781 35 % 21,425 35 % 37,174 31 % 62,614 36 %
Customer care and enrollment 22,298 66 % 27,910 46 % 54,582 45 % 65,131 37 %
Technology and content 11,301 34 % 11,354 19 % 22,636 19 % 23,955 14 %
General and administrative 15,583 46 % 21,582 36 % 31,095 26 % 38,892 22 %
Impairment, restructuring and other charges 60 — % 1,555 3 % 6,432 5 % 1,555 1 %
Total operating costs and expenses 61,023 182 % 83,826 138 % 151,919 125 % 192,147 110 %
Loss from operations (27,457) (82) % (23,044) (38) % (30,335) (25) % (18,246) (10) %
Interest expense (4,054) (12) % (2,348) (4) % (8,089) (7) % (4,996) (3) %
Other income, net 832 2 % 1,340 2 % 1,672 1 % 2,916 2 %
Loss before income taxes (30,679) (91) % (24,052) (40) % (36,752) (30) % (20,326) (12) %
Benefit from income taxes (7,084) (21) % (6,654) (11) % (8,443) (7) % (4,878) (3) %
Net loss $ (23,595) (70) % $ (17,398) (29) % $ (28,309) (23) % $ (15,448) (9) %
____________
(1) Operating costs and expenses include the following amounts of stock-based compensation expense (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 2026 2025
Marketing and advertising $ 380 $ 585 $ 648 $ 1,082
Customer care and enrollment 224 332 448 596
Technology and content 371 680 699 1,368
General and administrative 1,355 2,279 2,793 4,619
Total stock-based compensation expense $ 2,330 $ 3,876 $ 4,588 $ 7,665
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Revenue
Our commission revenue, other revenue and total revenue are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Commission $ 29,804 $ 54,731 $ (24,927) (46) % $ 109,611 $ 153,677 $ (44,066) (29) %
% of total revenue 89 % 90 % 90 % 88 %
Other 3,762 6,051 (2,289) (38) % 11,973 20,224 (8,251) (41) %
% of total revenue 11 % 10 % 10 % 12 %
Total revenue $ 33,566 $ 60,782 $ (27,216) (45) % $ 121,584 $ 173,901 $ (52,317) (30) %
Three Months Ended June 30, 2026 and 2025 – Commission revenue decreased $24.9 million, or 46%, during the three months ended June 30, 2026 compared to the same period in 2025 due to:
• a $24.0 million, or 46%, decrease in our Medicare segment commission revenue driven by:
◦ a $14.0 million decline in commission revenue from members approved during the period primarily due to a 45%, 45%, and 80% decrease in Medicare Advantage, Medicare Supplement and Medicare Part D plan approved members, respectively; and
◦ lower net adjustment revenue from prior period enrollments, which was $9.1 million during the three months ended June 30, 2026 compared to $19.1 million during the same period in 2025.
• a $0.9 million, or 37%, decrease in our E&I segment commission revenue driven by:
◦ a 28% and 13% decline in individual and family plan and ancillary plan approved members, respectively, partially offset by an 18% increase in small business plan approved members;
◦ lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and vision plans, slightly offset by higher constrained LTV of commissions per approved member for short-term, dental and small business plans; and
◦ lower net adjustment revenue from prior period enrollments of $(1.5) million during the three months ended June 30, 2026 compared to $(1.3) million in the same period in 2025.
Other revenue decreased $2.3 million, or 38%, during the three months ended June 30, 2026 compared to the same period in 2025 primarily due to a decrease in sponsorship and advertising revenue.
Six Months Ended June 30, 2026 and 2025 – Commission revenue decreased $44.1 million, or 29%, during the six months ended June 30, 2026 compared to the same period in 2025 due to:
• a $40.5 million, or 29%, decline in commission revenue from the Medicare segment driven by:
◦ a $29.3 million decline in commission revenue from members approved during the period primarily due to a 30% decline in overall Medicare approved members; and
◦ lower net adjustment revenue from prior period enrollments, which was $15.9 million during the six months ended June 30, 2026 compared to $27.1 million during the same period in 2025.
• a $3.6 million, or 30% decrease in commission revenue from the E&I segment primarily driven by:
◦ declines in individual and family plan, short-term, vision and dental plan approved members;
◦ lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and vision plans, slightly offset by higher constrained LTV of commissions per approved member for short-term, dental and small business plans; and
◦ lower net adjustment revenue from prior period enrollments, which was $(0.2) million during the six months ended June 30, 2026 compared to $1.2 million during the same period in 2025.
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Other revenue decreased $8.3 million, or 41%, due to an $8.9 million decline in sponsorship and advertising revenue, partially offset by a $0.7 million increase in fee-based and other revenue.
See Summary of Selected Metrics above and Segment Information below for further discussion.
Marketing and Advertising
Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct marketing and marketing partner member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. Marketing and advertising expenses also include cost of revenue, which consists of payments related to health insurance plans sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. We recognize direct marketing expenses in our direct marketing acquisition channel in the period in which they are incurred, including in the period in which the consumer clicks on the advertisement for direct online channels. We generally compensate our marketing partners for referrals based on the consumer submitting a health insurance application on our platform, regardless of whether the consumer’s application is approved by the health insurance carrier, or for the referral of a Medicare-related lead to us by the marketing partner.
Some of our marketing partners have tiered arrangements where the amount we pay the marketing partner per submitted application increases as the volume of submitted applications we receive from the marketing partner increases. We recognize these expenditures in the period when a marketing partner’s referral results in the submission of a health insurance application. Advertising costs for our marketing partner channels are expensed as incurred. Increases in submitted applications resulting from marketing partner referrals or visitors to our website from our direct marketing channel have in the past, and could in the future, result in marketing and advertising expenses being significantly higher than our expectations.
Our marketing and advertising expenses are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Marketing and advertising $ 11,781 $ 21,425 $ (9,644) (45) % $ 37,174 $ 62,614 $ (25,440) (41) %
% of total revenue 35 % 35 % 31 % 36 %
Three Months Ended June 30, 2026 and 2025 – Marketing and advertising expenses decreased $9.6 million, or 45%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $8.1 million decrease in variable advertising costs, a $0.9 million decrease in fixed marketing costs and a $0.5 million decrease in personnel and compensation costs. The decrease in variable advertising costs was primarily due to an intentional reduction in affiliate partner and direct channels spend as we strategically reduced our overall marketing budget to prioritize marketing spend in the first and fourth quarters of the fiscal year to maximize returns on investment.
Six Months Ended June 30, 2026 and 2025 – Marketing and advertising expenses decreased $25.4 million, or 41%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $23.5 million decrease in variable advertising costs, a $1.1 million decrease in fixed marketing costs, a $0.6 million decrease in personnel and compensation costs and a $0.4 million decrease in stock-based compensation expense. The decrease in variable advertising costs was primarily a result of our intentionally reduced overall marketing budget and our focus on our higher margin marketing channels.
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Customer Care and Enrollment
Customer care and enrollment expenses primarily consist of compensation, benefits and licensing costs for personnel engaged in assistance to applicants who call our advisor enrollment center and for benefit advisors who assist applicants during the enrollment process.
Our customer care and enrollment expenses are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Customer care and enrollment $ 22,298 $ 27,910 $ (5,612) (20) % $ 54,582 $ 65,131 $ (10,549) (16) %
% of total revenue 66 % 46 % 45 % 37 %
Three Months Ended June 30, 2026 and 2025 – Customer care and enrollment expenses decreased $5.6 million, or 20%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily due to a $5.1 million decrease in personnel and compensation costs and a $0.4 million decrease in other operating expenses due to lower consulting costs. The decrease in personnel and compensation costs was primarily due to lower headcount as we strategically planned for lower investment in member acquisition activities and continued to use a more flexible structure in our telesales organization to adjust to anticipated enrollment volumes.
Six Months Ended June 30, 2026 and 2025 – Customer care and enrollment expenses decreased $10.5 million, or 16%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily due to a $10.6 million decrease in personnel and compensation costs due to lower headcount, reflecting our strategic decision to reduce benefit advisor spend as we planned for lower investment in member acquisition activities and continued to use a more flexible structure in our telesales organization to adjust to anticipated enrollment volumes.
Technology and Content
Technology and content expenses consist primarily of compensation and benefits costs for personnel associated with developing and enhancing our website technology as well as maintaining our website. A portion of our technology and content group is located at our wholly-owned subsidiary in China, where technology development costs are generally lower than in the United States.
Our technology and content expenses are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Technology and content $ 11,301 $ 11,354 $ (53) — % $ 22,636 $ 23,955 $ (1,319) (6) %
% of total revenue 34 % 19 % 19 % 14 %
Three Months Ended June 30, 2026 and 2025 – Technology and content expenses decreased less than $0.1 million, or less than 1%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $0.3 million decrease in other operating costs, particularly consulting expenses, a $0.3 million decrease in stock-based compensation expense and a $0.2 million decrease in depreciation and amortization expense, primarily offset by a $0.8 million increase in personnel and compensation costs.
Six Months Ended June 30, 2026 and 2025 – Technology and content expenses decreased $1.3 million, or 6%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $0.9 million decrease in amortization of internally developed software, a $0.7 million decrease in stock-based compensation expense and a $0.6 million decrease in other operating costs, particularly consulting expenses, partly offset by a $0.8 million increase in personnel and compensation costs.
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General and Administrative
General and administrative expenses include compensation and benefits costs for personnel working in our executive, finance, investor relations, government affairs, legal, compliance, human resources, facilities and internal information technology departments. These expenses also include fees paid for outside professional services, including audit, tax, legal, government affairs and information technology fees.
Our general and administrative expenses are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
General and administrative $ 15,583 $ 21,582 $ (5,999) (28) % $ 31,095 $ 38,892 $ (7,797) (20) %
% of total revenue 46 % 36 % 26 % 22 %
Three Months Ended June 30, 2026 and 2025 – General and administrative expenses decreased $6.0 million, or 28%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $3.7 million decrease in personnel and compensation costs, a $0.9 million decrease in stock-based compensation expense, a $0.6 million decrease in facilities and other operating expenses, a $0.4 million decrease in professional fees and a $0.3 million decrease other operating costs. These decreases were all reflective of the initial impact from our company-wide fixed cost expense reduction initiative implemented in January of 2026.
Six Months Ended June 30, 2026 and 2025 – General and administrative expenses decreased $7.8 million, or 20%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $4.9 million decrease in personnel and compensation costs, a $1.8 million decrease in stock-based compensation expense and a $0.9 million decrease in facilities and other operating expenses. These decreases were all reflective of the initial impact from our company-wide fixed cost expense reduction initiative implemented in January of 2026.
Impairment, Restructuring and Other Charges
Our impairment, restructuring and other charges consist primarily of severance, transition and other related costs and impairment charges. Our impairment, restructuring and other charges are summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Impairment, restructuring and other charges $ 60 $ 1,555 $ (1,495) (96) % $ 6,432 $ 1,555 $ 4,877 314 %
% of total revenue — % 3 % 5 % 1 %
__________
* Percentage calculated is not meaningful.
Three Months Ended June 30, 2026 and 2025 – We incurred $0.1 million in impairment, restructuring and other charges for the three months ended June 30, 2026 compared to $1.6 million for the same period in 2025. The charges in 2026 consisted 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. We also incurred $(0.2) million of restructuring charge adjustments.
Six Months Ended June 30, 2026 and 2025 – We incurred $6.4 million of impairment, restructuring and other charges for the six months ended June 30, 2026 compared to $1.6 million impairment, restructuring and other charges for the same period in 2025. During 2026, we recognized $6.1 million of restructuring charges related to
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employee termination benefits associated with a workforce reduction affecting approximately 14% of our workforce as part of our cost reduction efforts to support strategic initiatives.
Interest Expense
Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our credit facilities. See Note 12 – Debt in our Notes to Condensed Consolidated Financial Statements for additional information. Our interest expense is summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Interest expense $ (4,054) $ (2,348) $ (1,706) (73) % $ (8,089) $ (4,996) $ (3,093) (62) %
% of total revenue (12) % (4) % (7) % (3) %
Three Months Ended June 30, 2026 and 2025 – Interest expense increased by $1.7 million, or 73%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $2.0 million increase in debt interest expense as a result of higher outstanding debt principal balance following our entry into a new asset-based revolving credit facility on December 31, 2026.
Six Months Ended June 30, 2026 and 2025 – Interest expense increased by $3.1 million, or 62%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $2.3 million increase in debt interest expense as a result of higher outstanding debt principal balance following our entry into a new asset-based revolving credit facility on December 31, 2026.
Other Income, Net
Other income, net, primarily consisted of interest income and margin earned on commissions received from Medicare plan members transferred to us in 2010 through 2012 by a broker partner.
Our other income, net, is summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Other income, net $ 832 $ 1,340 $ (508) (38) % $ 1,672 $ 2,916 $ (1,244) (43) %
% of total revenue 2 % 2 % 1 % 2 %
Three Months Ended June 30, 2026 and 2025 – Other income, net, was $0.8 million during the three months ended June 30, 2026, compared to $1.3 million during the three months ended June 30, 2025. The change was primarily due to a $0.3 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the three months ended June 30, 2026.
Six Months Ended June 30, 2026 and 2025 – Other income, net, was $1.7 million during the six months ended June 30, 2026, compared to $2.9 million during the six months ended June 30, 2025. The change was primarily due to a $0.9 million decrease in interest income as a result of less favorable short-term investment returns and lower average short-term investment balances during the six months ended June 30, 2026.
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Benefit from Income Taxes
Our benefit from income taxes is summarized as follows (dollars in thousands):
Three Months Ended
June 30, Change Six Months Ended
June 30, Change
2026 2025 $ % 2026 2025 $ %
Benefit from income taxes $ (7,084) $ (6,654) $ (430) 6 % $ (8,443) $ (4,878) $ (3,565) 73 %
Effective tax rate 23.1 % 27.7 % 23.0 % 24.0 %
Three Months Ended June 30, 2026 and 2025 – Our effective tax rate of 23.1% for the three months ended June 30, 2026 was lower than our 27.7% effective tax rate for the three months ended June 30, 2026 primarily due to fluctuations in stock-based compensation adjustments, research and development credits and state taxes. Our effective tax rate for the three months ended June 30, 2026 was higher than the statutory federal tax rate due primarily to state taxes, stock-based compensation adjustments and non-deductible lobbying expenses, partially offset by research and development credits.
Six Months Ended June 30, 2026 and 2025 – Our effective tax rate of 23.0% for the six months ended June 30, 2026 was lower than our 24.0% effective tax rate for the six months ended June 30, 2025 primarily due to fluctuations in stock-based compensation adjustments, research and development credits, state taxes and prior year discrete adjustments. Our effective tax rate for the six months ended June 30, 2026 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.
Segment Information
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).
Our business structure is comprised of two operating segments:
• Medicare; and
• Employer and Individual.
Our CODM does not separately evaluate assets by segment, with the exception of commissions receivable, and therefore assets by segment are not presented.
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 also include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising programs, including other services such as marketing as well as amounts earned from our non-broker of record fee-based arrangements and our performance of various post-enrollment services for members.
The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including both qualified and non-qualified plans, employer plans, which include small business health insurance plans and 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 also includes amounts earned from our
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online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.
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.
Our operating segment revenue and segment gross profit (loss) are summarized as follows (in thousands):
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 % Change 2026 2025 % Change
Medicare:
Total revenue
$ 31,799 $ 58,059 (45) % $ 113,070 $ 161,728 (30) %
Variable marketing and advertising
(5,793) (13,800) 58 % (24,522) (47,553) 48 %
Medicare CC&E (19,832) (25,078) 21 % (49,444) (59,547) 17 %
Cost of revenue
(210) (36) * (104) 264 (139) %
Medicare segment gross profit $ 5,964 $ 19,145 (69) % $ 39,000 $ 54,892 (29) %
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 % Change 2026 2025 % Change
Employer and Individual:
Total revenue
$ 1,767 $ 2,723 (35) % $ 8,514 $ 12,173 (30) %
Variable marketing and advertising
(613) (717) 15 % (1,456) (1,907) 24 %
E&I CC&E (1,939) (2,201) 12 % (4,081) (4,381) 7 %
Cost of revenue
(55) (62) 11 % (121) (154) 21 %
E&I segment gross profit (loss) $ (840) $ (257) (227) % $ 2,856 $ 5,731 (50) %
Three Months Ended
June 30, Six Months Ended
June 30,
2026 2025 % Change 2026 2025 % Change
Consolidated:
Total revenue
$ 33,566 $ 60,782 (45) % $ 121,584 $ 173,901 (30) %
Variable marketing and advertising
(6,406) (14,517) 56 % (25,978) (49,460) 47 %
Segment CC&E
(21,771) (27,279) 20 % (53,525) (63,928) 16 %
Cost of revenue
(265) (98) (170) % (225) 110 (305) %
Total segment gross profit $ 5,124 $ 18,888 (73) % $ 41,856 $ 60,623 (31) %
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A reconciliation of our 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
June 30,
2026 2025 2026 2025
Total segment gross profit $ 5,124 $ 18,888 $ 41,856 $ 60,623
Other marketing and advertising (1)
(5,110) (6,810) (10,971) (13,264)
Other CC&E (2)
(527) (631) (1,057) (1,203)
Technology and content (11,301) (11,354) (22,636) (23,955)
General and administrative (15,583) (21,582) (31,095) (38,892)
Impairment, restructuring and other charges (60) (1,555) (6,432) (1,555)
Interest expense (4,054) (2,348) (8,089) (4,996)
Other income, net 832 1,340 1,672 2,916
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) Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs.
Medicare Segment
Three Months Ended June 30, 2026 and 2025 – Revenue from our Medicare segment decreased $26.3 million, or 45%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by:
• a $24.0 million decrease in Medicare segment commission revenue primarily due to:
◦ a $14.0 million decline in commission revenue from members approved during the period driven by a decrease in approved members across all Medicare products; and
◦ lower net adjustment revenue from prior period enrollments, which was $9.1 million during the three months ended June 30, 2026 compared to $19.1 million during the same period in 2025.
• a $2.3 million decrease in Medicare segment other revenue driven by a $2.4 million decline in sponsorship and advertising revenue.
Our Medicare segment gross profit was $6.0 million for the three months ended June 30, 2026, a decrease of $13.2 million or 69%, compared to the same period in 2025 primarily driven by:
• a $26.3 million decrease in Medicare segment revenue;
• partially offset by an $8.0 million and $5.2 million decrease in variable marketing and advertising and segment CC&E expenses, respectively, primarily due to targeted cost reduction efforts in 2026.
Six Months Ended June 30, 2026 and 2025 – Revenue from our Medicare segment decreased $48.7 million, or 30%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by:
• a $40.5 million decrease in Medicare segment commission revenue primarily due to:
◦ a $29.3 million decline in commission revenue from members approved during the period primarily driven by a 30% decrease in Medicare plan approved members; and
◦ lower net adjustment revenue from prior period enrollments, which was $15.9 million for the six months ended June 30, 2026 compared to $27.1 million during the same period in 2025.
• a $8.2 million decrease in Medicare segment other revenue driven by a $8.9 million decrease in sponsorship and advertising revenue, partly offset by a $0.7 million increase in fee-based revenue.
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Our Medicare segment gross profit was $39.0 million for the six months ended June 30, 2026, a decrease of $15.9 million, or 29%, compared to the same period in 2025 primarily driven by:
• a $48.7 million decrease in Medicare segment revenue;
• partially offset by a decrease of $23.0 million and $10.1 million in variable marketing and advertising and segment CC&E expenses, respectively, driven by our targeted cost reduction effort in 2026.
Employer and Individual Segment
Three Months Ended June 30, 2026 and 2025 – Revenue from our E&I segment decreased $1.0 million, or 35%, during the three months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $0.9 million decrease in commission revenue due to:
• a $0.6 million decline in commission revenue from members approved during the period driven by:
◦ a decline in individual and family plan and ancillary plan approved members, respectively, partially offset by an increase in small business plan approved members; and
◦ lower constrained LTV of commissions per approved member for qualified, non-qualified and vision plans, partially offset by improved constrained LTV of commissions per approved member for small business, short-term and dental plans compared to the same period in 2025.
• lower net adjustment revenue from prior period enrollments, which was $(1.5) million for the three months ended June 30, 2026 compared to $(1.3) million in three months ended June 30, 2025.
Our E&I segment gross loss was $0.8 million for the three months ended June 30, 2026, compared to gross loss of $0.3 million for the three months ended June 30, 2025, primarily driven by a $1.0 million decrease in E&I segment revenue, partially offset by a $0.3 million decrease in segment CC&E expenses.
Six Months Ended June 30, 2026 and 2025 – Revenue from our E&I segment decreased $3.7 million, or 30%, during the six months ended June 30, 2026 compared to the same period in 2025, primarily driven by a $3.6 million decrease in commission revenue as a result of:
• a $1.9 million decline in commission revenue from members approved during the period driven by:
◦ a decline in individual and family plan and ancillary approved members, respectively, partially offset by an increase in small business plan approved members; and
◦ lower constrained LTV of commissions per approved members for qualified, non-qualified and vision plans, partially offset by an increase in small business plan, short-term and dental plan constrained LTV of commissions per approved member.
• lower net adjustment revenue from prior period enrollments, which was $(0.2) million for the six months ended June 30, 2026 compared to $1.2 million in six months ended June 30, 2025.
Our E&I segment gross profit was $2.9 million for the six months ended June 30, 2026, a decrease of $2.9 million, or 50%, compared to the same period in 2025 primarily driven by a $3.7 million decrease in E&I segment revenue, partly offset by lower variable marketing spend of $0.3 million and segment CC&E expenses of $0.3 million.
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Liquidity and Capital Resources
As of June 30, 2026, we had cash, cash equivalents and short-term marketable securities of $101.0 million. During the six months ended June 30, 2026, we generated net operating cash flow of $30.8 million as summarized below. We have historically financed our operations primarily through cash generated from our operations, equity issuances and debt financing. Our principal uses of cash in recent periods have been funding working capital, purchases of short-term investments, the satisfaction of tax withholding obligations in connection with the settlement of restricted stock units, making payments on our operating lease obligations and service and licensing obligations, and complying with our debt servicing requirements and preferred stock dividend payment obligations.
Cash and Cash Equivalents
Our cash, cash equivalents and short-term marketable securities are summarized as follows (in thousands):
June 30, 2026 December 31, 2025
Cash and cash equivalents $ 69,681 $ 73,725
Short-term marketable securities 31,367 3,495
Total cash, cash equivalents and short-term marketable securities $ 101,048 $ 77,220
Cash equivalents, which are comprised of financial instruments with an original maturity of 90 days or less from the date of purchase, primarily consist of money market funds and commercial paper. We also maintained $2.6 million and $3.1 million in restricted cash as of June 30, 2026 and December 31, 2025, respectively.
Material Cash Requirements
Our material cash requirements include our operating leases and service and licensing obligations. See Note 10 – Leases in our Notes to Condensed Consolidated Financial Statements for details of our operating lease 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. The terms of these services and licensing agreements are generally up to three years. 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. See Note 8 – Commitments and Contingencies in our Notes to Condensed Consolidated Financial Statements.
Short-term obligations were $7.4 million for leases and $8.0 million for service and licensing as of June 30, 2026. Long-term obligations were $11.7 million for leases and $2.2 million for service and licensing as of June 30, 2026. We expect to fund these obligations through our existing cash and cash equivalents and cash generated from operations.
Convertible Preferred Stock
Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”) (the “H.I.G. Investment Agreement”), we issued and sold 2,250,000 shares of Series A convertible preferred stock (“Series A Preferred Stock”) at an aggregate purchase price of $225.0 million to H.I.G. in a private placement and received $214.0 million net proceeds on April 30, 2021 . On December 31, 2025, in connection with our entry into the Revolving Credit Agreement (as defined below), 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, 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, and 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. During the second quarter of 2026, we made a cash dividend payment of $3.1 million.
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The H.I.G. Investment Agreement also provides certain redemption rights on or after April 2027. In addition, the Company is required to maintain an Asset Coverage Ratio (as defined in the H.I.G. Investment Agreement) of at least 2.5x (the “Minimum Asset Coverage Ratio”) and a Minimum Liquidity Amount (as defined in the H.I.G. Investment Agreement). Failure to maintain the Minimum Asset Coverage Ratio or the Minimum Liquidity Amount as of the date or 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 the 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 nor is it expected to materially impact our ability to generate and obtain adequate amounts of cash to meet our short-term or long-term requirements. As of June 30, 2026, we were in compliance with the additional liquidity covenant required in the H.I.G. Investment Agreement Amendment.
See Note 6 — Convertible Preferred Stock in our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
Revolving Credit Facility
On December 31, 2025, 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 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.
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
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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. There are significant restrictions over eHealth, Inc.’s ability to obtain funds from certain of its subsidiaries through dividends, loans or advances as contained in the Revolving Credit Agreement. 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. As of June 30, 2026, the carrying value of the loan under the Revolving Credit Facility was $114.6 million and we were in compliance with our Revolving Credit Agreement covenants.
See Note 12 – Debt in our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Revolving Credit Agreement.
Availability and Use of Cash
We believe our current cash, cash equivalents and short-term marketable securities, including the proceeds from the equity financing we obtained on April 30, 2021 under the H.I.G. Investment Agreement and the proceeds from the Revolving Credit Agreement, and expected cash collections will be sufficient to fund our operations for at least 12 months after the filing date of this Quarterly Report on Form 10-Q.
Our future capital requirements will depend on many factors, including our enrollment volume, membership, retention rates, telesales conversion rates, and our level of investment in technology and content, marketing and advertising, customer care and enrollment and other initiatives. In addition, our cash position could be impacted by the level of investments we make to pursue our strategy. To the extent that available funds are insufficient to fund our future activities or to execute our financial strategy, we may raise additional capital through bank debt, or public or private capital financing to the extent such funding sources are available. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all.
Cash Activities
Our cash flows for the six months ended June 30, 2026 and 2025 are summarized as follows (in thousands):
Six Months Ended
June 30,
2026 2025
Net cash provided by operating activities $ 30,810 $ 35,917
Net cash used in investing activities (32,434) (4,647)
Net cash used in financing activities (3,189) (4,543)
Operating Activities
Net cash provided by operating activities primarily consists of net income (loss), adjusted for certain non-cash items, including, deferred income taxes, stock-based compensation expense, depreciation and amortization, amortization of internally developed software, other non-cash items, and the effect of changes in working capital and other activities.
Collection of commissions receivable depends upon the timing of our receipt of commission payments and associated commission reports from health insurance carriers. If we were to experience a delay in receiving a
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commission payment from a significant health insurance carrier within a quarter, our operating cash flows for that quarter could be adversely impacted.
While we recognize constrained LTV as revenue at the time applications are approved, our collection of the cash commissions resulting from approved applications generally occurs over a number of years. The expense associated with approved applications, however, is generally incurred at the time of enrollment. As a result, the net cash flow resulting from approved applications is generally negative in the period of revenue recognition and becomes positive over the lifetime of the member. In periods of membership growth, cash receipts associated with new and continuing members may be less than the cash outlays to acquire new members.
Our fee-based BPO arrangements generate fee-based revenue, which is recorded in other revenue, and cash is collected in advance or in close proximity to when revenue is recognized.
Six Months Ended June 30, 2026 – Net cash provided by operating activities was $30.8 million during the six months ended June 30, 2026 driven by changes in net operating assets and liabilities of $55.4 million and adjustments for non-cash items of $3.7 million, partially offset by a net loss of $28.3 million. Cash provided by changes in net operating assets and liabilities during the six months ended June 30, 2026 primarily consisted of decreases of $115.5 million in contract assets – commissions receivable and $5.9 million in accounts receivable, partially offset by decreases of $25.4 million in accounts payable, $26.1 million in accrued compensation and benefits, $13.4 million in accrued marketing expenses, and $2.5 million in deferred revenue. Adjustments for non-cash items primarily consisted of $5.6 million of amortization of internally developed software and $4.6 million of stock-based compensation expense, partially offset by a $8.7 million decrease due to the change in deferred income taxes.
Six Months Ended June 30, 2025 – Net cash provided by operating activities was $35.9 million during the six months ended June 30, 2025 driven by changes in net operating assets and liabilities of $41.7 million and adjustments for non-cash items of $9.7 million, partially offset by net loss of $15.4 million. Cash provided by changes in net operating assets and liabilities during the six months ended June 30, 2025 primarily consisted of decreases of $83.5 million in contract assets – commissions receivable and $15.0 million in accounts receivable, partially offset by decreases of $26.8 million in accrued compensation and related expenses, $17.6 million in accounts payable and $12.6 million in accrued marketing expenses. Adjustments for non-cash items primarily consisted of $7.7 million of stock-based compensation expense, $6.5 million of amortization of internally developed software, partially offset by a $5.2 million decrease due to the change in deferred income taxes.
Investing Activities
Our investing activities primarily consist of purchases and redemption of marketable securities, purchases of computer hardware and software to enhance our website and advisor enrollment center operations and capitalized internal-use software.
Six Months Ended June 30, 2026 – Net cash used in investing activities of $32.4 million for the six months ended June 30, 2026 mainly consisted of $48.6 million used to purchase marketable securities and $4.3 million in capitalized internal-use software and website development costs, partially offset by $21.1 million in proceeds from the maturities and redemptions of marketable securities.
Six Months Ended June 30, 2025 – Net cash used in investing activities of $4.6 million for the six months ended June 30, 2025 mainly consisted of $61.9 million used to purchase marketable securities and $7.4 million in capitalized internal-use software and website development costs, partially offset by $66.5 million in proceeds from the maturities and redemptions of marketable securities.
Financing Activities
Six Months Ended June 30, 2026 – Net cash used in financing activities of $3.2 million for the six months ended June 30, 2026 was due to a $3.1 million preferred stock dividend payment.
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Six Months Ended June 30, 2025 – Net cash used in financing activities of $4.5 million for the six months ended June 30, 2025 was due to a $2.9 million preferred stock dividend payment and $1.8 million in repurchases of shares to satisfy employee tax withholding obligations.
Seasonality
Open enrollment periods drive the seasonality of our business. The majority of our commission revenue is recognized in the fourth quarter of each calendar year under ASC 606, Revenue from Contracts with Customers . We have historically sold a significant portion of Medicare plans for the year in the fourth quarter during the Medicare Annual Enrollment Period (“AEP”), which occurs from October 15 th to December 7 th , when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, we generate a significant portion of our commission revenue related to new Medicare plan-related enrollments in the fourth quarter. Additionally, our Medicare Advantage plan-related commission revenue is also elevated in the first quarter as a result of the Medicare Advantage open enrollment period (“OEP”), which occurs from January 1 st to March 31 st of each year. The OEP allows Medicare Advantage plan enrollees to switch to another Medicare Advantage plan or return to Original Medicare.
The annual open enrollment period for IFP plans also occurs in the fourth quarter under the federal Patient Protection and Affordable Care Act. As a result, we generate a significant portion of our commission revenue from IFP enrollments in the fourth quarter. In states where the Federally Facilitated Marketplace operates as the state health insurance exchange, individuals and families generally are not able to purchase individual and family health insurance outside of the AEP, unless they qualify for a special enrollment period due to certain qualifying events, such as loss of employer-sponsored health insurance coverage or relocation.
Full-time internal benefit advisors represent the majority of our telesales capacity. We aim to maintain our internal benefit advisor workforce year-round, net of natural attrition, and expect to increase utilization outside of the enrollment periods with our lifetime advisory model, by expanding ancillary products offerings and carrier call center outsourcing programs. We typically begin ramping up our telesales capacity during the second quarter in preparation for the fourth quarter AEP. The magnitude of new agent hiring is driven by our enrollment growth goals for that year. Our customer care and enrollment expenses are typically highest in the fourth quarter and lowest in the second quarter. We also incur a significant portion of our marketing and advertising expenses in the fourth quarter as a result of the Medicare AEP and OEP under the Affordable Care Act. We expect this seasonal trend in marketing and advertising expenses to continue in the foreseeable future.
Changes in timing of the Medicare or individual and family health plan enrollment periods, adoption of new or special enrollment periods, changes in eligibility and subsidies applicable to the purchase of health insurance, and changes in the laws and regulations that govern the sale of health insurance may occur from time to time, and any such change may change the seasonality of our business.
Recent Accounting Pronouncements
See Note 1 – Summary of Business and Significant Accounting Policies in our Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for the recently issued accounting standards that could have an effect on us.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.
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