What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 120 added, 82 removed, 577 unchanged (26% of the section changed)

3 unchanged sentences

(in thousands, except par values)

March 31, 2026

June 30, 2026

December 31, 2025

25 unchanged sentences

50,000 shares authorized and nil shares

issued and outstanding at March 31, 2026 and December 31, 2025

issued and outstanding at June 30, 2026 and December 31, 2025

Common stock, $ 0.0001 par value;

2,000,000 shares authorized,

103,613 and 107,088 shares issued and outstanding at March 31, 2026 and

106,164 and 107,088 shares issued and outstanding at June 30, 2026 and

December 31, 2025 , respectively;

1,000,000 shares authorized,

233,964 shares issued and outstanding at March 31, 2026 and

December 31, 2025

233,964 shares issued and outstanding at June 30, 2026 and December 31,

Additional paid-in capital

7 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

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Earnings per share:

Weighted average shares used in computing earnings per share:

Stock-based compensation included in costs and operating expenses:

Weighted average shares used in computing

earnings per share:

Stock-based compensation included in costs and

operating expenses:

Cost of revenue

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$ ( 1,409,405 )

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, 2026

$ ( 1,400,869 )

See accompanying notes to condensed consolidated financial statements.

14 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.

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended

(in thousands)

26 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

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(1) Prior to December 31, 2025, prescription reimbursement assets were presented as a component of prepaid

expenses and other current assets, and prescription reimbursement liabilities as a component of accrued expenses

and other current liabilities .

Prior period amounts have been reclassified to conform to the current period

presentation.

These reclassifications had no impact on previously reported cash flows provided by operating

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

expenses and other current assets, and prescription reimbursement liabilities as a component of accounts payable

and accrued expenses and other current liabilities .

Prior period amounts have been reclassified to conform to the

current period presentation.

These reclassifications had no impact on previously reported cash flows provided by

operating activities.

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

repurchased from related parties (after giving effect to the automatic conversion of Class B common stock to Class

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The operating results for the

three months ended March 31, 2026 are not necessarily indicative of the results expected for the full year ending

three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the full year ending

December 31, 2026 .

T here have been no material changes in significant accounting policies during the three months ended March 31, 2026

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

2026 from those disclosed in “Note 2 .

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treasury securities money market funds, of

$ 164.0 million at March 31, 2026 and December 31, 2025 , were classified as Level 1 of the fair value hierarchy and valued

using quoted market prices in active markets.

$ 114.0 million and $ 164.0 million at June 30, 2026 and December 31, 2025 , respectively, were classified as Level 1 of the

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

We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual

arrangements and generally do not obtain or require collateral.

For the three months ended March 31, 2026 , no customer

accounted for more than 10% of our revenue.

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

13 % of our revenue.

At March 31, 2026 and December 31, 2025 , no customer accounted for more than 10% of our accounts

receivable balance .

For each of the three and six months ended June 30, 2026 ,

no customer accounted for more than 10% of our revenue.

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

customer accounted for 12 % of our revenue.

At June 30, 2026 , one customer accounted for 11 % of our accounts receivable

At December 31, 2025 , no customer accounted for more than 10% of our accounts receivable balance.

Prescription Reimbursement Assets and Prescription Reimbursement Liabilities

9 unchanged sentences

Funded amounts owed to

pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our consolidated

balance sheets.

pharmacies, or intermediaries, are presented as a component of prescription reimbursement liabilities on our condensed

consolidated balance sheets.

Pharmacies, or intermediaries, may also require deposits from us.

These deposits are included as a

component of prescription reimbursement assets on our condensed consolidated balance sheets and shall not be offset

against other amounts owed to them.

At March 31, 2026 and December 31, 2025 , a majority of our prescription

These deposits are

included as a component of prescription reimbursement assets on our condensed consolidated balance sheets and shall not

be offset against other amounts owed to them.

At June 30, 2026 and December 31, 2025 , a majority of our prescription

reimbursement assets were with two counterparties .

8 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, 2026 and 2025 .

Equity investments included in other assets on our

condensed consolidated balance sheets were $ 15.0 million as of March 31, 2026 and December 31, 2025 .

investments during the three and six months ended June 30, 2026 and 2025 .

Equity investments included in other assets on

our condensed consolidated balance sheets were $ 15.0 million as of June 30, 2026 and December 31, 2025 .

Impairment of Long-Lived Assets

14 unchanged sentences

We otherwise have not recognized any impairment losses of our long-lived assets

during the three months ended March 31, 2026 and 2025 .

during the three and six months ended June 30, 2026 and 2025 .

Recent Accounting Pronouncements

48 unchanged sentences

Business Combination

On Jan uary 13, 2025 , we acquired substantially all of the assets and assembled workforce of VCRx, a prescription

On January 13, 2025, we acquired substantially all of the assets and assembled workforce of VCRx, a prescription

savings business of Vivid Clear Rx, Inc., for $ 30.0 million in cash.

6 unchanged sentences

The goodwill is deductible for tax purposes.

intangible assets related to this acquisition, totaled $ 19.0 million , of which $ 18.1 million was attributable to a customer

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

intangible assets related to this acquisition totaled $ 19.0 million , of which $ 18.1 million was attributable to a customer related

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

Accrued Expenses and Other Current Liabilities

1 unchanged sentence

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

Total accrued expenses and other current liabilities

Deferred revenue represents payments received in advance of providing services for certain advertising contracts with

customers and subscriptions.

We expect substantially all of the deferred revenue at March 31, 2026 will be recognized as

revenue within the subsequent twelve months.

Of the $ 6.7 million of deferred revenue at December 31, 2025 , $ 4.5 million

was recognized as revenue during the three months ended March 31, 2026 .

Revenue recognized during the three months

ended March 31, 2025 of $ 4.3 million was included as deferred revenue at December 31, 2024 .

Deferred revenue represents payments received in advance for subscriptions and providing services for certain

advertising contracts with customers .

We expect substantially all of the deferred revenue at June 30, 2026 will be

recognized as revenue within the subsequent twelve months.

Of the $ 6.7 million of deferred revenue at December 31, 2025 ,

$ 0.9 million and $ 5.4 million was recognized as revenue during the three and six months ended June 30, 2026 , respectively.

Revenue recognized during the three and six months ended June 30, 2025 of $ 0.9 million and $ 5.2 million , respectively, was

included as deferred revenue at December 31, 2024 .

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, 2026 and 2025 was 79.3 % and 33.7 % ,

respectively.

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

months ended March 31, 2026 and 2025 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, 2026 and 2025 was 44.8 % and 34.4 % , respectively.

The effective income tax rate for the six months ended June 30, 2026 and 2025 was 54.0 % and 34.1 % , respectively.

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

ended June 30, 2026 and 2025 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.

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

2 unchanged sentences

"Revolving Credit Facility") maturing on April 10, 2029 .

As of March 31, 2026 , 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 2025 10-K.

The effective interest rate on our term loans for the three months ended March 31, 2026 and 2025 was 7.87 % and

As of June 30, 2026 , 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 2025 10-K.

The effective interest rate on our term loans for the three months ended June 30, 2026 and 2025 was 7.85 % and

8.60 % , respectively.

We had no borrowings against the Revolving Credit Facility as of March 31, 2026 and December 31, 2025 .

The effective interest rate on our term loans for the six months ended June 30, 2026 and 2025 was

7.86 % and 8.56 % , respectively.

We had no borrowings against the Revolving Credit Facility as of June 30, 2026 and December 31, 2025 .

We had outstanding letters of credit issued against the Revolving Credit Facility for $ 7.6 million and $ 7.8 million as of

March 31, 2026 and December 31, 2025 , respectively , which reduce our available borrowings under the Revolving Credit

June 30, 2026 and December 31, 2025 , respectively, which reduce our available borrowings under the Revolving Credit

Our debt balance is as follows:

(in thousands)

March 31, 2026

June 30, 2026

December 31, 2025

1 unchanged sentence

Unamortized debt issuance costs and discounts

The estimated fair value of our debt was $ 444.4 million as of March 31, 2026 and approximated its carrying value as

The estimated fair value of our debt was $ 469.1 million as of June 30, 2026 and approximated its carrying value as of

December 31, 2025 , based on inputs categorized as Level 2 in the fair value hierarchy.

3 unchanged sentences

nonfinancial covenants under the Credit Agreement.

At March 31, 2026 , we were in compliance with our covenants under

the Credit Agreement.

At June 30, 2026 , we were in compliance with our covenants under the

Credit Agreement.

Commitments and Contingencies

Aside from the below, as of March 31, 2026 , there were no material changes to our commitments and contingencies as

Aside from the below, as of June 30, 2026 , there were no material changes to our commitments and contingencies as

disclosed in the notes to our consolidated financial statements included in our 2025 10-K.

Legal C ontingencie s

Legal Contingencies

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

74 unchanged sentences

the court on December 4, 2024.

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

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

for $ 25.0 million , subject to approval by the court.

2 unchanged sentences

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

current liabilities on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

current liabilities on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

Additionally,

1 unchanged sentence

lawsuits, which was included within accrued expenses and other current liabilities on our condensed consolidated balance

sheets as of March 31, 2026 and December 31, 2025.

sheets as of June 30, 2026 and December 31, 2025.

While these amounts represent our best judgment of the probable

9 unchanged sentences

plaintiffs leave to submit a new motion for preliminary approval.

The terms of the amended settlement agreement were

reflective of the aggregate probable loss recorded in connection with this matter and, as such, we did not accrue for any

additional amounts.

Plaintiffs filed a new motion for preliminary approval on June

1, 2026, which is set for a hearing on September 3, 2026.

The terms of the amended settlement agreement were reflective

of the aggregate probable loss recorded in connection with this matter and, as such, we did not accrue for any additional

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

29 unchanged sentences

As part of the Consent Judgment, we also agreed to pay immaterial monetary

On July 20, 2026, the Arkansas Attorney General moved to intervene to move for summary judgment dismissing the

Mullens Foundation case.

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

16 unchanged sentences

plaintiff filed a notice of appeal regarding the court’s summary judgment decision.

O n June 18, 2026, plaintiff filed their brief

on appeal and we filed our opposition on July 20, 2026.

We intend to vigorously defend against the claims asserted in the Mullens Foundation matter and the Minnesota

19 unchanged sentences

Insurance recovery receivables of $ 11.9 million were included in prepaid expenses and other current

assets on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

For the three months ended March 31, 2026 and 2025 , revenue comprised the following:

Three Months Ended March 31,

assets on our condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025.

For the three and six months ended June 30, 2026 and 2025 , revenue comprised the following:

Three Months Ended

Six Months Ended

(in thousands)

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but unissued.

As of March 31, 2026 , we had $ 60.2 million available for future repurchases of our Class A common stock

under this repurchase program.

As of June 30, 2026 , we had $ 60.3 million available for future repurchases of our Class A common stock under

this repurchase program.

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

10 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)

_____________________________________________________

(1) Cost of shares repurchased for the three months ended June 30, 2026 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 months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

The computation of earnings per share for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended

Six Months Ended

(in thousands, except per share amounts)

Weighted average shares - basic

Dilutive impact of stock options and restricted stock units

Dilutive impact of stock options and restricted

Weighted average shares - diluted

2 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements