What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 188 added, 119 removed, 579 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except par values)

March 31, 2025

June 30, 2025

December 31, 2024

23 unchanged sentences

50,000 shares authorized and nil shares

issued and outstanding at March 31, 2025 and December 31, 2024

issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

2,000,000 shares authorized,

103,944 and 105,946 shares issued and outstanding at March 31, 2025 and

99,902 and 105,946 shares issued and outstanding at June 30, 2025 and

December 31, 2024 , respectively;

1,000,000 shares authorized,

256,869 and 276,869 shares issued and outstanding at March 31, 2025 and

252,869 and 276,869 shares issued and outstanding at June 30, 2025 and

December 31, 2024

8 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands, except for per share amounts)

Costs and operating expenses:

Cost of revenue, exclusive of depreciation and amortization presented

separately below

Cost of revenue, exclusive of depreciation and

amortization presented separately below

Product development and technology

10 unchanged sentences

Income tax expense

Net income (loss)

Earnings (loss) per share:

Weighted average shares used in computing earnings (loss) per share:

Stock-based compensation included in costs and operating expenses:

Earnings per share:

Weighted average shares used in computing

earnings per share:

Stock-based compensation included in costs and

operating expenses:

Cost of revenue

18 unchanged sentences

$ ( 1,429,961 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Issuance of common stock through

employee stock purchase plan

Balance at June 30, 2025

$ ( 1,417,118 )

See accompanying notes to condensed consolidated financial statements.

20 unchanged sentences

$ ( 1,458,412 )

Stock options exercised

Stock-based compensation

Vesting and settlement of restricted stock

Common stock withheld related to net

share settlement

Repurchases of Class A common stock

Issuance of common stock through

employee stock purchase plan

Balance at June 30, 2024

$ ( 1,451,718 )

See accompanying notes to condensed consolidated financial statements.

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

( Unaudited )

Three Months Ended March 31,

Six Months Ended

(in thousands)

Cash flows from operating activities

Net income (loss)

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

Adjustments to reconcile net income to net cash provided by operating

Depreciation and amortization

20 unchanged sentences

Employee taxes paid related to net share settlement of equity awards

Proceeds from employee stock purchase plan

Net cash used in financing activities

5 unchanged sentences

Non cash investing and financing activities:

Right-of-use assets obtained in exchange for operating lease liabilities

Stock-based compensation included in capitalized software

3 unchanged sentences

_____________________________________________________

(1) Repurchases of Class A common stock for the three months ended March 31, 2025 and 2024 include 20.0 million

and 20.9 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B

(1) Repurchases of Class A common stock for the six months ended June 30, 2025 and 2024 include 20.0 million and

20.9 million shares repurchased from related parties (after giving effect to the automatic conversion of Class B

common stock to Class A common stock upon such repurchase) for an aggregate consideration of $ 84.9 million

35 unchanged sentences

The operating results for the

three months ended March 31, 2025 are not necessarily indicative of the results expected for the full year ending

three and six months ended June 30, 2025 are not necessarily indicative of the results expected for the full year ending

December 31, 2025 .

There have been no material changes in significant accounting policies during the three months ended March 31, 2025

There have been no material changes in significant accounting policies during the three and six months ended June 30,

2025 from those disclosed in “Note 2 .

55 unchanged sentences

treasury securities money market funds, of

$ 281.0 million and $ 405.0 million at March 31, 2025 and December 31, 2024 , respectively, were classified as Level 1 of the

$ 261.0 million and $ 405.0 million at June 30, 2025 and December 31, 2024 , respectively, were classified as Level 1 of the

fair value hierarchy and valued using quoted market prices in active markets.

1 unchanged sentence

arrangements and generally do not obtain or require collateral.

For the three months ended March 31, 2025 , one customer

For each of the three and six months ended June 30, 2025 ,

one customer accounted for 12 % of our revenue.

For each of the three and six months ended June 30, 2024 , one customer

accounted for 11 % of our revenue.

For the three months ended March 31, 2024 , one customer accounted for 12 % of our

At March 31, 2025 and December 31, 2024 , no customer accounted for more than 10% of our accounts receivable

At June 30, 2025 and December 31, 2024 , no customer accounted for more than 10% of

our accounts receivable balance .

Equity Investments

7 unchanged sentences

not recognize any changes resulting from observable price changes or impairment losses on our minority equity interest

investments during the three months ended March 31, 2025 and 2024 .

Equity investments included in other assets on our

condensed consolidated balance sheets were $ 15.0 million as of March 31, 2025 and December 31, 2024 .

investments during the three and six months ended June 30, 2025 and 2024 .

Equity investments included in other assets on

our condensed consolidated balance sheets were $ 15.0 million as of June 30, 2025 and December 31, 2024 .

Impairment of Long-Lived Assets

20 unchanged sentences

projected sublease income and a discount rate which incorporated the risk of achievement associated with the forecast.

otherwise have not recognized any impairment losses of our long-lived assets during the three and six months ended June

30, 2025 and 2024 .

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which is intended to improve the disclosures of expenses by providing more

detailed information about the types of expenses in commonly presented expense captions.

This ASU requires entities to

disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization

included in each relevant expense caption;

as well as a qualitative description of the amounts remaining in relevant expense

captions that are not separately disaggregated quantitatively.

This ASU also requires disclosure of the total amount of selling

expense and, in annual reporting periods, an entity’s definition of selling expenses.

In January 2025, the FASB issued ASU

2025-01 which clarified the effective date of this ASU.

This ASU applies to all public entities and will be effective for fiscal

years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and

Contract Assets for Private Companies and Certain Not-For-Profit Entities.

This ASU amends ASC 326-20 in part to provide

a practical expedient election to assume that current conditions as of the balance sheet date do not change for the

remaining life of current accounts receivable and/or current contract assets arising from transactions accounted for under

Topic 606, Revenue from Contracts with Customers .

This ASU will be effective for all entities for annual reporting periods

beginning after December 15, 2025, and for interim reporting periods within those annual reporting periods.

Early adoption

of this ASU is permitted and should be applied prospectively.

We are currently evaluating the impact of the adoption of this

ASU on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which is intended to improve

the disclosures of expenses by providing more detailed information about the types of expenses in commonly presented

expense captions.

This ASU requires entities to disclose the amounts of purchases of inventory, employee compensation,

depreciation and intangible asset amortization included in each relevant expense caption;

as well as a qualitative description

of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

This ASU also

requires disclosure of the total amount of selling expense and, in annual reporting periods, an entity’s definition of selling

In January 2025, the FASB issued ASU 2025-01 which clarified the effective date of this ASU.

This ASU applies

to all public entities and will be effective for fiscal years beginning after December 15, 2026, and for interim periods within

fiscal years beginning after December 15, 2027.

Early adoption of this ASU is permitted.

This ASU should be applied either prospectively to financial statements issued for

reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial

We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

This ASU should be applied either

prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any

or all prior periods presented in the financial statements.

We are currently evaluating the impact of the adoption of this ASU

on our consolidated financial statement disclosures.

I n December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax

7 unchanged sentences

The disclosure requirements can be applied either on a prospective or retrospective basis.

W e are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures, but

expect the adoption of the pronouncement will lead to additional income tax disclosures in our consolidated financial

We are currently evaluating the impact of the adoption of this ASU on our consolidated financial statement disclosures, but

expect the adoption of this pronouncement will lead to additional income tax disclosures in our consolidated financial

statements for 2025 and future annual periods.

We plan to apply the disclosure requirements on a retrospective basis upon

Business Combination

10 unchanged sentences

related intangible asset, with an estimated useful life of 6 years .

U naudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and

Unaudited supplemental pro forma financial information, revenue and earnings from the date of acquisition, and

transaction costs related to the VCRx acquisition have not been presented because the effects are not material to our

condensed consolidated financial statements .

The purchase accounting for the VCRx acquisition remains incomplete with

respect to acquired intangible assets as we continue to gather and evaluate information about circumstances that existed as

of the acquisition date.

Prepaid Expenses and Other Current Assets

1 unchanged sentence

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

Insurance recovery receivable (1)

Income taxes receivable

Reimbursable third-party payments (2)

8 unchanged sentences

(2) Represents payments we make to third parties on behalf of, and reimbursable from, certain customers.

(3) Other current assets were not material as of March 31, 2025 and December 31, 2024 .

(3) Other current assets were not materia l as of June 30, 2025 and December 31, 2024 .

Accrued Expenses and Other Current Liabilities

1 unchanged sentence

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

11 unchanged sentences

customers and subscriptions.

We expect substantially all of the deferred revenue at March 31, 2025 will be recognized as

We expect substantially all of the deferred revenue at June 30, 2025 will be recognized as

revenue within the subsequent twelve months.

Of the $ 6.0 million of deferred revenue at December 31, 2024 , $ 0.9 million

was recognized as revenue during the three months ended March 31, 2025 .

Revenue recognized during the three months

ended March 31, 2024 of $ 5.4 million was included as deferred revenue at December 31, 2023 .

and $ 5.2 million was recognized as revenue during the three and six months ended June 30, 2025 , respectively.

recognized during the three and six months ended June 30, 2024 of $ 1.0 million and $ 6.4 million , respectively, was included

as deferred revenue at December 31, 2023 .

We generally calculate income taxes in interim periods by applying an estimated annual effective income tax rate to

4 unchanged sentences

permanent differences.

The effective income tax rate for the three months ended March 31, 2025 and 2024 was 33.7 % and 444.4 % ,

respectively.

The primary differences between our effective income tax rates and the federal statutory tax rate for the three

months ended March 31, 2025 and 2024 were due to the effects of non-deductible officers’ stock-based compensation

expense, state income taxes, benefits from research and development tax credits, and tax effects from our equity awards .

The effective income tax rate for the three months ended June 30, 2025 and 2024 was 34.4 % and 42.5 % , respectively.

The effective income tax rate for the six months ended June 30, 2025 and 2024 was 34.1 % and 52.4 % , respectively.

primary differences between our effective income tax rates and the federal statutory tax rate for the three and six months

ended June 30, 2025 and 2024 were due to the effects of non-deductible officers’ stock-based compensation expense, state

income taxes, benefits from research and development tax credits, and tax effects from our equity awards.

On July 4, 2025, H.R.

1, titled "A bill to provide for reconciliation pursuant to Title II of H.

14," commonly

referred to as the One Big Beautiful Bill Act ("OBBBA") was enacted.

The OBBBA contains several changes to corporate

taxation including modifications to capitalization of research and development expenses, limitations on deductions for

interest expense and accelerated fixed asset depreciation.

We are currently evaluating the provisions of the OBBBA and the

effects on our consolidated financial statements .

The effects of changes in tax rates and laws are recognized in the period of

As the OBBBA was signed into law after the close of our second fiscal quarter, the impacts are not included in

our condensed consolidated financial statements for the three and six months ended June 30, 2025 and will be included in

our condensed consolidated financial statements for the three and nine months ending September 30, 2025 .

Our First Lien Credit Agreement (as amended from time to time, the "Credit Agreement") provides for (i) a $ 500.0 million

1 unchanged sentence

and (ii) a revolving credit facility for up to $ 100.0 million

(the "Revolving Credit Facility") of which $ 12.0 million matures on July 11, 2025 and the remaining $ 88.0 million matures on

April 10, 2029 .

As of March 31, 2025 , there were no changes to the terms of our 2024 Term Loan Facility and Revolving

(the "Revolving Credit Facility") of which $ 12.0 million matured on July 11, 2025 and the remaining $ 88.0 million will mature

on April 10, 2029 .

As of June 30, 2025 , there were no changes to the terms of our 2024 Term Loan Facility and Revolving

Credit Facility as disclosed in Note 12 to our consolidated financial statements included in our 2024 10-K.

The effective interest rate on our term loans for the three months ended March 31, 2025 and 2024 was 8.52 % and

The effective interest rate on our term loans for the three months ended June 30, 2025 and 2024 was 8.60 % and

8.75 % , respectively.

We had no borrowings against the Revolving Credit Facility as of March 31, 2025 and December 31, 2024 .

We had outstanding letters of credit issued against the Revolving Credit Facility for $ 8.3 million as of March 31, 2025

and December 31, 2024 , which reduces our available borrowings under the Revolving Credit Facility.

The effective interest rate on our term loans for the six months ended June 30, 2025 and 2024 was

8.56 % and 8.76 % , respectively.

We had no borrowings against the Revolving Credit Facility as of June 30, 2025 and December 31, 2024 .

We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.8 million and $ 8.3 million as of

June 30, 2025 and December 31, 2024 , respectively, which reduce our available borrowings under the Revolving Credit

Our debt balance is as follows:

(in thousands)

March 31, 2025

June 30, 2025

December 31, 2024

1 unchanged sentence

Unamortized debt issuance costs and discounts

The estimated fair value of our debt approximated its carrying value as of March 31, 2025 and December 31, 2024 ,

The estimated fair value of our debt approximated its carrying value as of June 30, 2025 and December 31, 2024 ,

based on inputs categorized as Level 2 in the fair value hierarchy.

3 unchanged sentences

nonfinancial covenants under the Credit Agreement.

At March 31, 2025 , we were in compliance with our covenants under

the Credit Agreement .

At June 30, 2025 , we were in compliance with our covenants under the

Credit Agreement.

Commitments and Contingencies

As of March 31, 2025 , there were no material changes to our commitments and contingencies as disclosed in the notes

to our consolidated financial statements included in our 2024 10-K.

As of June 30, 2025 , apart from the lease agreement discussed below, there were no material changes to our

commitments and contingencies as disclosed in the notes to our consolidated financial statements included in our 2024 10-

On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the

lease term of an existing space and provided for a new space, both of which end in early 2036.

The total future minimum

lease payments are approximately $ 14.7 million .

Legal Contingencies

Consumer privacy class action - Between February 2, 2023, and March 30, 2023, five individual plaintiffs filed five

75 unchanged sentences

On November 25, 2024, we entered into a settlement agreement, with the NDCA plaintiffs

for $ 25.0 million , subject to approval by the court on June 12, 2025.

Based on the settlement agreement, an estimated

probable loss of $ 25.0 million was recognized within accrued expenses and other current liabilities on our consolidated

balance sheet as of December 31, 2024, and remained accrued as of March 31, 2025.

While this amount represents our

best judgment of the probable loss based on the information currently available to us, it is subject to significant judgments

and estimates and numerous factors beyond our control, including, without limitation, final approval of the court.

while it is reasonably possible an incremental loss may have been incurred for the indemnification of certain parties named

in the class action lawsuits, a loss, or a range of loss, is not reasonably estimable.

The results of legal proceedings are

inherently uncertain, and upon final resolution of these matters, it is reasonably possible that the actual loss may differ from

our estimate.

for $ 25.0 million , s ubject to approval by the court.

On June 12, 2025, the court denied the motion for preliminary approval of

the settlement with prejudice, with leave for the plaintiffs to refile with additional information requested by the court.

on the settlement agreement, an estimated probable loss of $ 25.0 million was recognized within accrued expenses and

other current liabilities on our consolidated balance sheet as of December 31, 2024, and remained accrued as of June 30,

While this amount represents our best judgment of the probable loss based on the information currently available to

us, it is subject to significant judgments and estimates and numerous factors beyond our control, including, without limitation,

final approval of the court.

In addition, while it is reasonably possible an incremental loss may have been incurred for the

indemnification of certain parties named in the class action lawsuits, a loss, or a range of loss, is not reasonably estimable.

The results of legal proceedings are inherently uncertain, and upon final resolution of these matters, it is reasonably possible

that the actual loss may differ from our estimate.

Securities class action & derivative lawsuits - On April 22, 2024, Lisa Marie Barsuli, individually and on behalf of all

56 unchanged sentences

We filed a motion to dismiss the complaint, which was denied on December 2, 2024.

Furthermore, on

June 11, 2024, the Minnesota Teamsters Service Bureau, also filed a lawsuit against us in Hennepin County, Minnesota,

alleging that we violated a Minnesota statute related to the distribution of health-related discount cards.

Specifically, the

statute provides that each discount card must “expressly provide in bold and prominent type that the discounts are not

insurance.” Minn.

On May 9, 2025,

the Arkansas Attorney General moved to intervene in the case.

On May 13, 2025, the plaintiff moved for partial summary

judgment, which we and the Arkansas Attorney General opposed.

Furthermore, on June 11, 2024, the Minnesota Teamsters

Service Bureau, also filed a lawsuit against us in Hennepin County, Minnesota, alleging that we violated a Minnesota statute

related to the distribution of health-related discount cards.

Specifically, the statute provides that each discount card must

“expressly provide in bold and prominent type that the discounts are not insurance.” Minn.

§ 325F.784, subd.

The plaintiff alleges that our cards do not comply with these

requirements and also seeks an injunction and statutory damages.

We filed a motion to dismiss the complaint, which was

denied on December 17, 2024.

The plaintiff alleges that our cards do not comply with these requirements and also seeks an injunction and statutory

We filed a motion to dismiss the complaint, which was denied on December 17, 2024.

On June 10, 2025 , the

plaintiff moved to dismiss some of our counterclaims.

Discovery is ongoing in both matters.

2 unchanged sentences

We believe we have meritorious defenses to such claims and based upon information presently

known to management, we have not accrued a loss for these lawsuits as a loss is not probable nor reasonably estimable.

While it is reasonably possible a loss may have been incurred, we are unable to estimate a loss or range of loss in these

known to management, we have not accrued a loss for the securities class action and derivative lawsuits as a loss is not

probable nor reasonably estimable.

While it is reasonably possible a loss may have been incurred, we are unable to

estimate a loss or range of loss in these matters.

Relating to the consumer state litigations, the estimated probable loss as of

June 30, 2025 was not material and represents our best judgment based on the information currently available to us.

These pending proceedings involve complex questions of fact and law and may require the expenditure of significant

34 unchanged sentences

Contingencies.

For the three months ended March 31, 2025 and 2024 , revenue comprised the following:

Three Months Ended March 31,

For the three and six months ended June 30, 2025 and 2024 , revenue comprised the following:

Three Months Ended

Six Months Ended

(in thousands)

17 unchanged sentences

Repurchased shares are subsequently retired and returned to the status of authorized but unissued.

March 31, 2025 , we had $ 189.4 million available for future repurchases of our Class A common stock under the new stock

June 30, 2025 , we had $ 143.0 million available for future repurchases of our Class A common stock under the new stock

repurchase program.

9 unchanged sentences

associated with these transactions.

On March 16, 2025 , we repurchased 10.0 million , 7.0 million , and 3.0 million shares of our Class A common stock (after

In March 2025, we repurchased 10.0 million , 7.0 million , and 3.0 million shares of our Class A common stock (after

giving effect to the automatic conversion of our Class B common stock to Class A common stock upon such repurchase)

8 unchanged sentences

The following table presents information about our repurchases of our Class A common stock:

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Cost of shares repurchased (1)

Basic and Diluted Earnings (Loss) Per Share

The computation of earnings (loss) per share for the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended March 31,

_____________________________________________________

(1) Cost of shares repurchased for the three months ended June 30, 2024 represents a change to the estimated

excise taxes associated with past repurchases of our Class A common stock.

Basic and Diluted Earnings Per Share

The computation of earnings per share for the three and six months ended June 30, 2025 and 2024 is as follows:

Three Months Ended

Six Months Ended

(in thousands, except per share amounts)

Net income (loss)

Weighted average shares - basic

Dilutive impact of stock options and restricted stock units

Dilutive impact of stock options and restricted

Weighted average shares - diluted

Earnings (loss) per share:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings (loss)

per share for the periods presented because including them would have been antidilutive:

Three Months Ended March 31,

Earnings per share:

The following weighted average potentially dilutive shares are excluded from the computation of diluted earnings per

share for the periods presented because including them would have been antidilutive:

Three Months Ended

Six Months Ended

(in thousands)

Stock options and restricted stock units

Subsequent Event

On April 16, 2025, we entered into a non-cancellable office lease agreement in New York, New York that extended the

lease term of an existing space and provided for a new space, both of which end in early 2036 .

The total future minimum

lease payments are approximatel y $ 14.7 million .

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