EHTH 10-K & 10-Q changes, risk factors and insider trading
eHealth, Inc. · Nasdaq · Insurance Agents, Brokers & Service · CIK 1333493 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our marketing, brand promotion and consumer outreach efforts may be unsuccessful, increasingly costly, or limited by evolving technology, regulatory requirements or partner practices, which could adversely affect our business, operating results and financial condition.”
New heading “Our business success depends on our ability to timely recruit, train and retain qualified licensed insurance agents, or benefit advisors, and other personnel to provide superior customer service and support our strategic initiatives while also managing our labor costs.”
New heading “Our business is seasonal in nature, and if we are not successful in responding to changes in the seasonality of our business, our business, operating results and financial condition could be harmed.”
New heading “Our business, operating results and financial condition may be impacted by factors that impact our constrained estimated LTV of commissions per approved member.”
New heading “We derive a significant portion of our revenue from a small number of health insurance carriers. Our business may be harmed by any impairment of our relationships with them or impairment of their businesses.”
New heading “Our operations in China involve risks that could increase expenses and expose us to increased liability.”
New heading “Any legal liability, regulatory penalties, complaints or negative publicity related to us or our services could harm our business, operating results and financial condition.”
New heading “Risks Related to Technology, Cybersecurity and Data Privacy”
New heading “Our business depends on our ability to maintain and improve functioning information technology systems that support our ecommerce platform and advisor enrollment center operations, particularly during key health care enrollment periods.”
New heading “Our business is subject to security risks. Any successful cyberattack or security breach, or our inability to safeguard the confidentiality and integrity of the data we hold could harm our business, operating results and financial condition.”
New heading “Issues relating to the use of new and evolving technologies, such as AI, in our business operations could result in liability, reputational harm and an adverse impact on our business, operating results and financial condition.”
New heading “The value of our investments is subject to significant capital markets risk related to changes in interest rates and credit spreads as well as other investment risks.”
New heading “We are a “smaller reporting company,” and the scaled disclosure requirements applicable to smaller reporting companies may make our common stock less attractive to investors.”
Removed heading “We derive a significant portion of our revenue from a small number of health insurance carriers. Any impairment of our relationships with them or impairment of their businesses could adversely affect our business, operating results and financial condition.”
Removed heading “Our marketing efforts may not be successful or may become more expensive, either of which could adversely affect our business, operating results and financial condition.”
Removed heading “Our operations in China involve many risks that could increase expenses, expose us to increased liability and adversely affect our business, operating results and financial condition.”
Removed heading “Our business success depends on our ability to timely recruit, train and retain qualified licensed insurance agents, or benefit advisors, and other personnel to provide superior customer service and support our strategic initiatives while also controlling our labor costs.”
Removed heading “Our business could be harmed if we are not successful in executing on our operational and strategic plans.”
Removed heading “Our business could be harmed if we are unable to contact our consumers or market the availability of our products through specific channels.”
Removed heading “Our commission revenue could be negatively impacted by changes in our estimated conversion rate of an approved member to a paying member, our forecast of average plan duration or our forecast of likely commission amounts.”
Removed heading “Our operating results will be impacted by factors that impact our estimate of the constrained LTV of commissions per approved member.”
Removed heading “We do not receive information about membership cancellations from our health insurance carriers directly, which makes it difficult for us to determine the impact of current conditions on our membership retention and to accurately estimate membership as of a specific date.”
Removed heading “Risks Related to Our Technology”
Removed heading “If we fail to properly maintain existing or implement new information systems, our business may be materially adversely affected.”
Removed heading “Issues relating to the use of new and evolving technologies, such as AI, in our business operations could result in liability, reputational harm and an adverse impact on our operating results and financial condition.”
Removed heading “Our business is subject to security risks. If we experience a successful cyberattack or a security breach or are otherwise unable to safeguard the confidentiality and integrity of the data we hold, including sensitive personal information, our business will be harmed.”
Removed heading “We may not be able to adequately protect our intellectual property, which could harm our business, operating results and financial condition.”
Removed heading “The value of our investments is subject to significant capital markets risk related to changes in interest rates and credit spreads as well as other investment risks. These factors may adversely affect our business, operating results and financial condition.”
Largest changes
“Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition. …”see in full comparison
“Our subsidiary in China supports certain operational functions, including the maintenance and updates of our ecommerce platform. As a result, we are subject to different and evolving laws, rules and regulations, including intellectual property, privacy, data transfer, data security, anti-bribery and anti-corruption, labor, tax, and foreign exchange rules in both China and the United States. For example, U.S. restrictions on providing certain “covered persons” and “countries of concern” with access to broadly defined categories of U.S. sensitive personal data and U.S. …”see in full comparison
“Our operations in China also expose us to different laws, rules and regulations, including different intellectual property laws, which are not as protective of our intellectual property as the laws in the United States. United States and Chinese trade laws may also impose restrictions on the importation of programming or technology to or from the United States. …”see in full comparison
“Any actual or perceived compromise of our security or that of any of our third-party service providers could compromise our systems or data, damage our reputation, disrupt relationships with government-run health insurance exchanges and marketplaces, members, marketing partners or health insurance carriers, reduce demand for our services, and subject us to significant liability, costs, regulatory actions or lawsuits. …”see in full comparison
On February 17, 2021, we entered into an investment agreement with Echelon Health SPV, LP (“H.I.G.”), pursuant to which H.I.G. purchased 2.25 million shares of Series A convertible preferred stock (“Series A Preferred Stock”) for an aggregate price of $225.0 million (the “H.I.G. Investment Agreement”). The H.I.G. Investment Agreement contains certain negative operating covenants that will remain in effect for so long as H.I.G. continues to own at least 30% of the shares of Series A Preferred Stock originally issued to it. The Company is required to maintain an Asset Coverage Ratio and a Minimum Liquidity Amount (in each case, 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 conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to our Board of Directors, the right to approve our annual budget, the right to approve the hiring or termination of certain key executives and the right to approve the incurrence of certain indebtedness. On December 31, 2025, in connection with our entry into Revolving Credit Agreement, 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 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 Agreement (the “Liquidity Covenant”), with the sole remedy for breach of the liquidity covenant being a 2.00% increase in the paid-in-kind dividend rate. We have not met the Minimum Asset Coverage Ratio since the September 30, 2023 measurement date and as of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount. As of December 31,see in full comparison2024,2025, H.I.G. continued to own at least 30% of theshares.shares, and we were in compliance with the Liquidity Covenant.
see in full comparisonTheFurther, the Revolving Credit Agreementcontains certain mandatory prepayment triggers and imposes certain covenants and restrictions on our business and our ability to obtain additional financing. The Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The Credit Agreement also contains restrictionsrequires thatlimit our ability to, among other things, incur debt, grant liens, make certain restricted payments, make fundamental changes, sell assets, transact with affiliates, enter into burdensome agreements, prepay certain indebtedness or modify our organizational documents, in each case, subject to certain exceptions. Further, the Credit Agreement contains financial covenants requiring us to (x)we maintain a maximum total leverage ratio, a minimumlevelunrestrictedofcashliquiditybalance and a minimum lifetime value to acquisition cost ratio, each asofdefined in theend of each month and (y) maintain a ratio such that the outstanding amount of obligations under theRevolving CreditAgreement at the end of any month does not exceed 50% of the value of certain commissions receivable as of the end of such month.Agreement. The events of default under the Revolving Credit Agreement include, among other things and subject to grace periods in certain instances, payment defaults, cross defaults with certain other material indebtedness, breaches ofcovenantscovenants,ormaterial inaccuracies of representations and warranties, changes in control of our company, certain bankruptcy and insolvency events with respect to us and our subsidiaries, a restriction on all or a material portion of our business and the indictment of us or any subsidiary (or any senior officer thereof), or criminal or civil proceedings against the same, which could result in a forfeiture of a material portion of our and oursubsidiariessubsidiaries’ properties.
Full comparison: every changed paragraph (229)
The markets in which we participate are intensely competitive. If we cannot compete effectively against current and future competitors, including government-run health insurance exchanges,exchanges and marketplaces, our business, operating results and financial condition could suffer.
The market for selling health insurance plans is characterized by intense competition, and we face challenges associated with evolving distribution models, industry and regulatory standards, consumer price sensitivity and macro-economic conditions. To remain competitive against our current and future competitors, we need to continue to enhance the online and mobile health insurance shopping experience and functionalities of our website and advisor enrollment operations that our current and future consumers may use to purchase health insurance products from us. We also need to work with the health insurance carriers to be able to offer a variety of quality health insurance plans on our platform from which our consumers may choose. We will also need to market our services effectively and drive a substantial number of consumers interested in purchasing health insurance to our website and advisor enrollment centers during the relevant enrollment periods in a cost-effective manner.
We compete with government-run health insurance exchanges, among others, with respect to our sale of Medicare-related and employer and individual health insurance plans. The federal government operates a website where Medicare beneficiaries can purchase Medicare Advantage and Medicare Part D prescription drug plans or be referred to carriers to purchase Medicare Supplement plans. We also compete with the Original Medicare program. The federal government also operates websites where individuals and small businesses can purchase health insurance, and they also have offline customer support and enrollment capabilities. Our competitors also include local insurance agents across the United States who sell health insurance plans in their communities, companies that advertise primarily through television, and companies that operate call centers or websites that provide quote information or the opportunity to purchase health insurance telephonically or online, including lead aggregator services. Although we work with many health insurance carriers on marketing and selling their insurance plans on their behalf, many of them also compete with us by directly marketing and selling their plans to consumers through call centers, Internet advertising and their own websites. In recent years, we have also seen increased competition from national telesales insurance brokers.
The market for selling health insurance plans is characterized by intense competition, and we face challenges associated with evolving distribution models, industry and regulatory standards, consumer price sensitivity, AI automation and search aggregation, and macro-economic conditions. We compete with government-run Medicare and ACA exchanges and marketplaces, direct-to-consumer channels, national telesales brokers, online and telephonic lead generators and local insurance agents. Although we work with many health insurance carriers to market and sell insurance plans on their behalf, many of them also compete with us by directly marketing and selling their plans to consumers through call centers, internet advertising and their own websites. These competitors increasingly invest in digital tools, call center capacity and marketing. Some of our current and potential competitors may also have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, technical, marketing and other resources than we do. As compared to us, our current and future competitors may be able to undertake more extensive marketing campaigns for their brands and services, devote more resources to website and systems development, negotiate more favorable commission rates and commission override payments and make more attractive offers to potential employees, marketing partners and third-party service providers. Competitive pressures from government-run health insurance exchanges and other competitors may result in our experiencing increased marketing costs, especially during the Medicare annual enrollment period which may harm our business, operating results and financial condition.
To remain competitive, we need to continue to enhance our online and mobile health insurance shopping experience, maintain access to a broad selection of quality health insurance plans from carriers on our platform and attract consumers interested in purchasing health insurance to our website and advisor enrollment centers during the relevant enrollment periods in a cost-effective manner. Competitive pressures from government-run health insurance exchanges and marketplaces, and other competitors may increase our marketing and customer-acquisition costs, reduce traffic and conversions and harm our business, operating results and financial condition.
The success of our business depends upon our ability to enter into and maintain relationships with health insurance carriers on favorable economic terms. Our platform offers a broad selection of insurance products from over 180 health insurance carriers nationwide, including approximately 50 Medicare carriers. In the ordinary course of business, the carriers represented on our platform naturally fluctuate, as we and our carrier partners reassess distribution strategies and business objectives in response to consumer preferences, market conditions, carrier performance and the cost of supporting particular carriers. Carriers that are removed from our platform may also be added back in the future.
Our contractual relationships with health insurance carriers are typically non-exclusive and terminable by either party on short notice for any reason. Carrier terminations or modifications can impact the variety of plans that we can offer on our platform, increase our costs or liabilities and harm our profitability. Health insurance carriers may also reduce our commissions, rely more heavily on their own internal distribution channels, modify benefit designs, significantly increase premiums, limit or prohibit us from selling their plans, or exit certain states or markets. In addition, carriers may amend our agreements for competitive, regulatory, economic or other reasons, including dissatisfaction with the cost or performance of the members that we enroll or concerns about association with our brand.
The success of our business depends upon our ability to enter into new and maintain existing relationships with health insurance carriers on favorable economic terms. Any impairment of our relationship with, or the material financial impairment of, these health insurance carriers or our inability to enter into new relationships with other health insurance carriers could adversely affect our business, operating results and financial condition.
Our contractual relationships with health insurance carriers are typically non-exclusive and terminable on short notice by either party for any reason. In many cases, health insurance carriers may also amend the terms of our agreements unilaterally, including commission rates, on short notice. Health insurance carriers may decide to reduce our commissions, rely on their own internal distribution channels to sell their own plans, determine not to sell their plans or otherwise limit or prohibit us from selling their plans. Carriers may also amend our agreements with them for a variety of reasons, including for competitive or regulatory reasons, dissatisfaction with the economics of the members that we place with them or because they do not want to be associated with our brand. In particular, theThe laws and regulations applicable to the businesssale of selling Medicare-related plans are complex and frequently change. If we or our benefit advisors violate any of the requirements imposed by the U.S. Centers for Medicare & Medicaid Services (“CMS”), or applicable federal or state laws or regulations, health insurance carriers may terminate their relationship with us or require us to take corrective actionactions, particularly if our Medicare product sales or marketing give rise to tooa manyhigh volume of complaints.
The termination or modification of our relationshipcarrier withrelationships, areductions health insurance carrier, the reduction ofin commission rates, orchanges thein amendmentbenefit ofofferings or changepremiums in our relationship with aor carrier hasexits from certain states or markets have in the past reduced, and may in the future reduce, the variety, quality andor affordability of health insurance plans we offer, causelower a loss ofour commissions, including commissions for past and/or future sales, cause a reduction in the estimated constrained LTVslifetime wevalue use(“LTV”) of commissions used for revenue recognition purposes, result in a loss of existing andor potential members, adversely impact our profitability or haveotherwise otheradversely adverseimpact impacts.our business. Any of these events could harm our business, operating results and financial condition. Health insurance carriers may also determine to exit certain states or markets, change benefit offerings, or increase premiums to a significant degree, which could cause our members’ health insurance plans to be terminated or our members to purchase new health insurance plans or determine not to pay for health insurance at all. If we lose these members, our business, operating results and financial condition could be harmed.
We derive a significant portion of our revenue from a small number of health insurance carriers. Any impairment of our relationships with them or impairment of their businesses could adversely affect our business, operating results and financial condition.
Our revenue has been concentrated in a small number of health insurance carriers and we expect that a small number of health insurance carriers will continue to account for a significant portion of our revenue for the foreseeable future. For example, Humana, UnitedHealthcare and Aetna accounted for 24%, 22% and 18%, respectively, of our total revenue for the year ended December 31, 2024, and accounted for 27%, 23% and 15%, respectively, of our total revenue for the year ended December 31, 2023. As discussed elsewhere in this Risk Factors section, our contractual relationships with health insurance carriers are typically non-exclusive and terminable on short notice by either party for any reason. In particular, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership or their ability to conduct business is otherwise impaired, our business, operating results and financial condition could be harmed.
If we are unable to successfully attract and convert qualified prospects into members for whom we receive commissions,commissions or fees, our business, operating results and financial condition would be harmed.
Our success depends on our ability to attract qualified prospects to our enrollment platform and provide a relevant and reliable experience in a cost-effective manner that converts those prospects into paying members during key enrollment periods. Many factors impact our conversion rate, including the volume, mix and quality of those qualified prospects, the effectiveness of our benefit advisors and our enrollment platform. Volume and quality of leads that convert may be impacted by competition in the marketplace, the effectiveness of our marketing efforts, our brand strength, the competitiveness, mix, quality and affordability of products and services offered on our platform, changes and mix of consumers referred to us through our direct marketing, marketing partners and strategic partner channels, fluctuations in lead quality, changes in consumer shopping behavior, current market and economic conditions, and changes in laws and regulations. Our conversion rates are also impacted by the quality of our benefit advisors, turnover rates and our ability to timely recruit, license, train, certify and retain qualified benefit advisors, and may also be affected by technology failures, including interruptions in our ecommerce platform or advisor enrollment center operations. In addition, adverse market events or economic conditions, such as changes in inflation or unemployment levels, or political events such as elections, could impact consumer behavior and demand for health insurance. Any such constraints could adversely impact our conversion rates and could result in fewer member acquisitions and a reduction in membership, which would harm our business, operating results and financial condition.
Our marketing, brand promotion and consumer outreach efforts may be unsuccessful, increasingly costly, or limited by evolving technology, regulatory requirements or partner practices, which could adversely affect our business, operating results and financial condition.
We use a variety of marketing channels and may from time to time adjust our member acquisition strategy to attract visitors to our website and engage consumers who contact our advisor enrollment centers. Any decrease in the amount or effectiveness of our marketing efforts could lower our revenue, growth and the profitability of our business and harm our business, operating results and financial condition.
We invest significant resources in brand promotion, including a recent refresh of our brand identity. These efforts may not be successful or may become more expensive over time. Some of our current and potential competitors may have greater brand recognition and significantly greater financial, technical and marketing resources than we do, and they may replicate our strategies, bid against our branded search terms to redirect consumer traffic, or undertake more extensive marketing campaigns. Our brand promotion activities may not be successful in attracting or retaining members, marketing partners or health insurance carriers, and as a result, may not yield increased revenue. Even if these activities do yield increased revenue, such revenue may not offset the associated expenses we incur, which could harm our business, operating results and financial condition.
Our business also depends on reaching our target consumer audience through direct marketing channels, including direct mail, television, internet search, social media and email, in a cost-effective manner. As our market becomes increasingly competitive, our marketing efforts may not be successful or may be increasingly expensive, and any increase in revenue generated by our direct marketing efforts may not offset the higher marketing expenses we incur. Our consumer traffic also depends on internet search engines and social media platforms. Consumer online search behavior is rapidly evolving due to the accelerating adoption of artificial intelligence (“AI”), including generative search tools, AI-driven recommendation engines and conversational assistants. These technologies are increasingly influencing how consumers discover, evaluate and access information, products and services. As AI platforms generate results based on predictive models rather than traditional keyword search, our ability to reach consumers through established search‑engine optimization, paid search, and other digital marketing channels may be adversely impacted. Increased advertising costs or reduced consumer engagement on these platforms could hinder our ability to reach prospective and existing members. If we are less prominently displayed in search results–whether in algorithmic listings, AI-generated responses and paid advertisements–removed from search listings or otherwise unable to advertise effectively on these platforms, our website traffic could decline, and it may be difficult or costly to replace this traffic, Increased reliance on alternative marketing channels could further increase our marketing expenditures, which would also increase the cost of member acquisition and harm our business, operating results and financial condition.
We also rely on marketing partners, including financial and online services companies, affiliate organizations, online advertisers and content providers, and other marketing vendors, for referring consumers to our ecommerce platform and advisor enrollment centers. We also have relationships with strategic marketing partners, including hospitals, pharmacy chains, provider groups, wellness organizations, and other digital and affinity groups, as well as with marketing partners that utilize aspects of our platform and tools. The success of these relationships depends on a number of factors, including partner reputation, partnership growth, the effectiveness of their marketing efforts, commercial terms, including the marketing fees we agree to pay, and our ability to accurately and timely track, pay and manage marketing partner performance. In addition, as discussed elsewhere in this Risk Factors section, the marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level. If our marketing partners’ marketing materials do not comply with the CMS marketing guidelines or other Medicare program-related laws, rules and regulations, such non-compliance could cause a delay in, or prevent us from, receiving referrals of individuals interested in purchasing Medicare-related plans from that marketing material. If CMS or a health insurance carrier requires changes to, disapproves or delays approval of these materials, we could lose a significant source of Medicare plan demand, and the operations of our Medicare business could be adversely affected. Given our reliance on our marketing partners, our business, operating results and financial condition would be harmed if we are unable to maintain successful relationships with high volume partners. If we lose marketing partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be significant.
We communicate with members and prospective members through email, telephone calls, SMS text messages and other channels, some of which may be subject to federal and state laws, such as the Telephone Consumer Protection Act (the “TCPA”) and the CAN-SPAM Act, intended to protect consumers from unwanted telemarketing calls and messages. While we maintain policies and procedures designed to comply with the TCPA and other telemarketing laws, we have been in the past, and may in the future become, subject to claims alleging violations of these laws. Any finding that we violated the TCPA could result in significant liability, and our business, operating results and financial condition could be harmed. The TCPA and other telemarketing laws and regulations continue to evolve, and changes in technology, market practices or consumer preferences may lead to the adoption of additional laws or regulations or changes in regulatory interpretation or enforcement of existing requirements, which could increase enforcement and litigation risks, or further limit our ability to communicate with members or potential members in a cost-effective and timely manner.
In addition, internet and email service providers may block unsolicited email, commonly known as “spam,” and may place senders on restricted lists, which could block our email from reaching members or potential members. Similarly, telephone carriers may block or put consumer warnings on calls or SMS text messages. Consumers also increasingly screen their incoming emails, telephone calls and SMS text messages, including by using screening technologies; therefore, our members or potential members may not reliably receive our messages, regardless of whether such messages constitute marketing. If we are unable to communicate effectively by email, telephone or SMS text with our members and potential members as a result of legal or regulatory restrictions, telephone carrier blockage, screening technologies or otherwise, our business, operating results and financial condition would be harmed.
Our business success depends on our ability to timely recruit, train and retain qualified licensed insurance agents, or benefit advisors, and other personnel to provide superior customer service and support our strategic initiatives while also managing our labor costs.
Our omnichannel consumer engagement platform enables consumers to discover, compare and purchase health insurance plans through our proprietary online tools as well as with the assistance of licensed insurance agents, or benefit advisors, via telephone, online chat or hybrid online assisted interactions such as co-browsing. Our advisor enrollment center operations are critical to our success and dependent on our ability to recruit, train and effectively manage our licensed benefit advisors and other personnel who support the operation of our advisor enrollment centers.
To sell Medicare-related plans, benefit advisors must be licensed by the states in which they sell plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state. We rely on our staff, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our benefit advisors. We may experience difficulties recruiting and retaining a sufficient number of benefit advisors and support staff during the year and especially for the Medicare annual enrollment period when the volume of consumer interactions and plan shopping activity increases significantly.
Because the Medicare and individual and family health plan annual enrollment periods, are heavily concentrated in the fourth quarter, our staffing needs are highly seasonal. Consumer engagement, call volumes and plan selection activity typically peak during this period, placing substantial pressure on our advisor enrollment center operations and increasing the risk that we may be unable to scale staffing rapidly enough to meet demand. Our year-round staffing levels may be insufficient to meet this fourth quarter demand, and we may need to recruit and train a significant number of temporary or seasonal benefit advisors within a compressed timeframe. This seasonality also increases the risk that new benefit advisors may be less experienced or less productive, and any delays or shortfalls in licensing, certification, training or onboarding during this period could materially impact our sales and service levels. As part of our strategic initiatives, we have in the past, and may in the future, implement plans designed to reduce our operational exposure to fourth quarter seasonality, including investing in our recruiting and training programs, improving year around utilization of our telesales organization and product diversification. These efforts may not be successful, may take longer than expected to implement, and they may not fully offset the operational pressures during key enrollment periods. Even if we successfully recruit qualified benefit advisors and support staff, failure to retain, train and ensure their productivity could result in lower-than-expected plan sales, reduced conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates, any of which could harm our business, operating results and financial condition.
Our business is seasonal in nature, and if we are not successful in responding to changes in the seasonality of our business, our business, operating results and financial condition could be harmed.
Due to the timing of Medicare and individual and family health plan annual enrollment periods, which may change from time to time, our financial results fluctuate and are not comparable from quarter to quarter. The Medicare annual enrollment period occurs from October 15 to December 7 each year, the individual and family health insurance open enrollment period typically occurs from November 1 through December or January 15 each year for most states, and the Medicare Advantage open enrollment period, during which Medicare-eligible individuals enrolled in a Medicare Advantage plan can switch to the Original Medicare program or to a different Medicare Advantage plan, runs from January 1 through March 31 of each year.
As a result, we have historically experienced an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, during the first quarter. We also experience an increase in Medicare-related expense, including marketing and advertising expenses, during the third and fourth quarters in connection with the open enrollment periods. However, because commissions from approved members are paid to us over time, our operating results, and in particular, our operating cash flows, may be adversely impacted by a substantial increase in marketing and advertising expense.
Our typical Medicare enrollment seasonality was recently heightened primarily as a result of the regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”). In 2025 CMS removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis. As a result, we experienced a decline in Medicare plan submissions during the second and third quarters of 2025 compared to the same periods in 2024. In response to this anticipated volume decline, we implemented a more flexible structure in our telesales organization to enable more efficient scaling of advisor capacity.
We may experience similar or additional changes in the timing of the Medicare or individual and family health plan enrollment periods, the adoption of new or special enrollment periods, changes in eligibility rules and subsidies for health insurance, or changes in the laws and regulations governing the sale of health insurance. Such changes may be more difficult or costly to address, and we may not be able to timely adjust to these changes in seasonality, which could harm our business, operating results and financial condition.
When a member cancels a plan, or we otherwise cease being the broker of record on that plan, we no longer receive the related commission. Health insurance carriers may discontinue certain plans for various reasons, and when members change their coverage, they may select plans not offered through us or choose plans for which we are not the broker of record. Consumers may also purchase Medicare-related or individual and family health insurance plans directly from other sources, such as our competitors, in which case we would not remain the broker of record and would lose the related commission.
Our ability to retain membership depends on various factors, including enrollment experience, the attractiveness of the plans carriers offer, the ability and propensity of members to switch plans, the frequency and timing of switches, both inside and outside of the Medicare annual enrollment period, and brand loyalty. If member retention rates decline, our business, operating results and financial condition could be harmed.
Any decrease in the historical member retention period could also adversely impact the forecasted average plan duration utilized in our estimated constrained LTVs we use for revenue recognition, which would adversely impact our business, operating results and financial condition.
Our business, operating results and financial condition may be impacted by factors that impact our constrained estimated LTV of commissions per approved member.
We account for commission revenue in accordance with ASC 606, which is based on the expected value approach using the estimated constrained LTV of commission payments we expect to receive over the life of an approved policy for which we are the broker of record. LTVs are based on several assumptions that require significant judgment, which include, but are not limited to, estimating the conversion rate of an approved member to a paying member, forecasting average plan duration and forecasting the commission amounts likely to be received per member. These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends and then applying the constraints. Constraints are determined through an analysis of actual cash collection patterns against our existing assumptions to determine whether any drivers for variations can be expected in future periods. We also analyze whether any changes in circumstances, including, but not limited to, plan offering changes, plan duration, commission rates, changes in laws and regulations and changes in the economic environment, have occurred and consider any known or potential modifications that could impact our estimated inputs to LTV. As a result, negative changes in the factors upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members, a decline in the forecasted average plan duration, a reduction in the commission amounts we expect to receive for selling the plan to a member, underestimating the initial constraint applied to LTVs or other changes, could harm our business, operating results and financial condition.
Additionally, if we experience a significant negative trend in estimated constrained LTV assumptions subsequent to recognizing the revenue on approved members, we may need to recognize negative net adjustment revenue in the period those trends impact the LTV along with a corresponding decrease in contract assets – commissions receivable.
We derive a significant portion of our revenue from a small number of health insurance carriers. Our business may be harmed by any impairment of our relationships with them or impairment of their businesses.
Our revenue has been concentrated in a small number of health insurance carriers and we expect that a small number of health insurance carriers will continue to account for a significant portion of our revenue for the foreseeable future. For example, Humana, UnitedHealthcare and Aetna collectively accounted for a majority of our total revenue in 2025 and in 2024, and in the past, our revenue from certain of our top carriers have declined and we have ceased to do business with certain carriers.
As discussed elsewhere in this Risk Factors section, our contractual relationships with health insurance carriers are typically non-exclusive and terminable by either party on short notice for any reason. Changes in carrier relationships occur regularly as both we and our carrier partners continuously reassess partnerships and business objectives, and carriers that are removed from our platform may be added back in the future. However, given the concentration of our Medicare plan sales in a small number of carriers, the loss of a significant carrier relationship, a health insurance carrier’s loss of Medicare product membership or any impairment of a carrier’s ability to conduct business could adversely impact our business, operating results and financial condition. These impacts may be exacerbated if any of our existing contract assets are impacted as a result.
We generate revenue from developing and hosting carrier-dedicated Medicare plan websites and from carrier advertising and sponsorship programs. The success of these programs depends on a number of factors, including carrier advertising services, consumer demand for the advertised product, our ability to attract consumers to our platform and convert them into members, and the overall cost, benefits and brand strength of the advertised plans. Economic conditions, health care reform and increased carrier focus on enrollment quality and reduction in member complaints could adversely impact carrier spending or limit our ability to negotiate or operate our sponsorship and advertising programs on favorable terms.
Because the marketing and sale of Medicare plans are subject to often complex and frequently changing regulations, regulatory interpretations and enforcement actions, our ability to offer Medicare plan-related advertising services could become restricted. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of carriers. The termination or non-renewal of any of these relationships, or any reduction in the amount a health insurance carrier is willing to pay for these services, could harm our ability to generate Medicare plan-related advertising revenue, and our business, operating results and financial condition could be harmed.
We derive our revenues primarily from commissions paid to us by health insurance carriers for Medicare-related health insurance and individual and family health insurance plans that have been purchased by members through our services. Our business success depends in large part on our ability to attract qualified prospects into our enrollment platform and provide a relevant and reliable experience in a cost-effective manner to convert such prospects into paying members for whom we receive commissions. We employ different marketing channels and may from time to time adjust our member acquisition strategy to attract visitors to our website and communicate with consumers who contact our advisor enrollment centers. If our ability to market and sell Medicare-related health insurance and individual and family health insurance is constrained during the Medicare or individual and family health insurance enrollment periods for any reason, such as technology failures, interruptions in the operation of our ecommerce or telephony platforms, reduced allocation of resources, delayed, reduced, or ineffective delivery of our marketing efforts, or any inability to timely employ, license, train, certify and retain our benefit advisors to sell health insurance, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed. Our business may also be adversely affected by changes in the mix of products and services that we offer on our platform, changes in the mix of consumers who are referred to us through our direct marketing, marketing partners and strategic partner marketing member acquisition channels, including the quality of sales leads, and by seasonal influences. In addition, adverse market events or economic conditions, such as changes in inflation or unemployment levels, or political events such as elections, could impact consumer behavior and demand for health insurance. If more consumers decide to delay enrollment or decrease or discontinue coverage under plans sold through us, our business, operating results and financial condition would be adversely affected.
We have taken and may take additional actions to improve the consumer experience, enhance accuracy of plan recommendations, reduce rapid disenrollment and beneficiary complaints, and improve the quality of our enrollments and conversion rates. Although we have in the past invested, and may from time to time invest, in various areas of our business, including technology and content, customer care and enrollment, and marketing and advertising to improve the quantity and quality of our membership enrollment in advance of enrollment periods, such investment may not result in a significantly improved number of approved and paying members or may not be as cost-effective as we anticipated.
In order to offer the qualified health plans that(“QHPs”) through which individuals and families must purchase tomay receive Affordable Care Act subsidies, we must meet certain conditions, such as receivingobtaining permission to do so from the applicable government health insurance exchange, entering into or maintaining anrequired agreement with the health insurance exchange or a partner of the exchange,agreements, ensuring that the enrollment and subsidy applicationapplications isare completed through the health insurance exchange and complying with relevant privacy, security and other standards. If Internet-based agents and brokers such as us usemay the Internet for completion of qualified health plan selection purposes, their websites mayalso be required to meet certain additional website requirements. To help manage additionalthe expensesoperational, regulatory and regulatorycost burdens associated with enrollingQHP individuals and families into qualified health plans,enrollments, we currently rely on a third-party vendor to help comply with certain aspects of the relevant requirements,vendor, and our qualified planQHP enrollments are made predominantly through the Federally Facilitated Marketplace (“FFM”), which currently runsoperates all or part of the health insurance exchange in most states. The remaining states operate their own state-based exchanges (“SBEs”).
We may experience difficulty in satisfying the conditions and requirements necessary to offer qualified health plansQHPs to ourexisting existingand prospective members and newto potential members and in gettingenroll them enrolled through the FFM or any similar state-based exchange.SBEs. The FFM or SBEs may at any time cease allowing us or our third-party vendor to enroll individuals in qualified health plansQHPs or change the requirementsapplicable forrequirements. doingGovernment so.agencies Also, relevant governmentor regulations ormay agencies mayalso prevent usor from efficiently working withlimit our third-partyability vendor,to includingwork timely receiving and using data from our third-party vendor. In addition, we may be unsuccessful in maintaining a relationshipefficiently with our third-party vendor that is approved to usesupport the process,enrollment andprocess. As a result, we may not be able to enroll individuals into qualified health plansQHPs through the FFM or couldSBEs, or may be required to use ana inferiorless processefficient to do so.process. The number of states using the FFM may also decrease inover the future,time, reducing our ability to enroll members through the FFM.
In addition, if we are not able to maintain solutions to integrate with government-run health insurance exchanges or if the health insurance exchange websites and other processes are unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling individuals and families into qualified health plans through the exchanges, we would not be successful in retaining and acquiring members, and our business, operating results and financial condition would be harmed.
Similarly for states that use state-based exchanges instead of the FFM, we may not be able to establish or maintain stable, consumer friendly, efficient or compatible legal arrangements or technical processes to enroll members in qualified health plans through such state-based exchanges, either directly with the governmental entities running such state-based exchanges or through appropriate third parties that allow us to access such state-based exchanges.
If we are not able to satisfy the conditions and requirements for offering qualified health plansQHPs and enrolling members through the FFM or similar state-based exchanges,SBEs, or if we are not able to successfully adopt and maintain solutions in a timely, efficient and cost-effective manner to respond to changing circumstancesregulatory, totechnical allowor usoperational toconditions, continueor to effectively enroll large numbers of members throughif the FFMexchange websites and state-basedprocesses exchanges,are unstable, not consumer friendly, inefficient or incompatible with our enrollment process, we could lose existing members andmembers, fail to attract new members and mayor incur additional expense, any of which wouldcould harm our business, operating results and financial condition.
We receive commissions from health insurance carriers for health insurance plans sold through us. When one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the related commission. Health insurance carriers may choose to discontinue their health insurance plans for a variety of reasons, and when members update their health insurance plan, they may also select a different plan that is not sold through us, or we are otherwise no longer the agent on the plan. Consumers may also purchase individual and family and Medicare-related health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on the policy and receive the related commission.
Our ability to grow and retain our membership depends on various factors, including agent productivity and enrollment experience, the ability of carriers to offer plans that are attractive to members, the ability and propensity of enrollees to change their health plan both inside and outside of the Medicare annual enrollment period, and the source of referrals. If agent productivity, enrollment rates, and member retention rates decline, our business, operating results and financial condition could be harmed. Any decrease in the amount of time we retain our members on the health insurance plans that they purchased through us could adversely impact the estimated constrained LTVs we use for purposes of recognizing revenue, which would harm our business, operating results and financial condition. If we experience higher health insurance plan termination rates than we estimated when we recognized commission revenue, we may not collect all of the related commissions receivable, which could result in a reduction in LTV and a write-off of contract assets - commissions receivable, which would harm our business, operating results and financial condition.
Our marketing efforts may not be successful or may become more expensive, either of which could adversely affect our business, operating results and financial condition.
We spend significant resources on our marketing efforts, which may not be successful or may become more expensive, either of which could adversely affect our business, operating results and financial condition. Any decrease in the amount or effectiveness of our marketing efforts could lead to lower revenue or growth and profitability of this business.
We have recently refreshed our brand identity and expect to continue to invest in maintaining our brand identity. We believe our brand identity will strengthen our relationships with existing, and help attract, new members, marketing partners and health insurance carriers. Some of our current and potential competitors have greater brand recognition and significantly greater financial, technical, marketing and other resources than we do, and they may try to replicate our efforts, competitively bid against our branded search terms to redirect traffic seeking our brand, or undertake more extensive marketing campaigns for their brands and services. Our brand promotion activities may not be successful in maintaining or attracting new members, marketing partners or health insurance carriers, and as a result, may not yield increased revenue. To the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur, which could harm our business, operating results and financial condition.
It is critical to the success of our business that we reach out to consumers in our target audience through direct channels, including direct mail, television, internet search, social media and email. We rely on media platforms that can effectively reach our target audience in a cost-efficient manner, and these media venue continue to be places where our consumer audience are active and receptive to our message. We anticipate that, as our market becomes increasingly competitive, these media platforms may become increasingly expensive. Our direct channel marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur, and our business, operating results and financial condition could be harmed.
We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers who visit our website. If we are unable to effectively advertise on search engines or social media platforms on a cost-effective basis, our business, operating results and financial condition could be harmed. We derive a significant portion of our website traffic from consumers who search for health insurance through Internet search engines, such as Google, and through social media platforms, such as Facebook. A critical factor in attracting consumers to our website is whether we are prominently displayed in response to an Internet search relating to health insurance or on a social media platform. Search engines typically provide two types of search results: algorithmic listings and paid advertisements. We rely on both to attract consumers to our websites and otherwise generate demand for our services. If we are listed less prominently in, or removed altogether from, search result listings or if Internet search engines become unavailable, the traffic to our websites would decline and we may not be able to replace this traffic, which would harm our business, operating results and financial condition. The use of alternative marketing channels could cause us to increase our marketing expenditures, which would also increase our cost of member acquisition and harm our business, operating results and financial condition.
We depend on our marketing partners for referring potential consumers to our ecommerce platform and advisor enrollment centers. The success of our relationship with a marketing partner is dependent on a number of factors, including but not limited to the continued positive market presence, reputation and growth of the marketing partner, the effectiveness of the marketing partner in marketing our website and services, the compliance of each marketing partner with applicable laws, regulations and guidelines, the contractual terms we negotiate with our marketing partners, including the marketing fees we agree to pay, and our ability to accurately and timely track, pay and manage marketing partners. These marketing partners include financial and online services companies, affiliate organizations, online advertisers and content providers, and other marketing vendors. We also have relationships with strategic marketing partners, including hospitals and pharmacy chains that promote our Medicare platforms to their customers as well as other provider groups, wellness, and other digital and affinity groups. We compensate many of our marketing partners for their referrals on either a submitted health insurance application basis or a per-referral basis or, if they are licensed to sell health insurance, we may share a percentage of the commission we earn from the health insurance carrier for each member referred by the marketing partner. We also have relationships with marketing partners that utilize aspects of our platform and tools. Given our reliance on our marketing partners, our business, operating results and financial condition would be harmed if we are unable to maintain successful relationships with high volume marketing partners as a result of increased competition for referrals or less commercially favorable terms.
As discussed elsewhere in this Risk Factors section, the marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level. Recent changes to the CMS marketing guidelines have resulted in a more complicated and time-consuming process for marketing material filing and the need to file a significantly greater number of our and our marketing partners’ marketing materials with CMS. If our marketing partners’ marketing materials do not comply with the CMS marketing guidelines or other Medicare program related laws, rules and regulations, such non-compliance could result in our losing the ability to receive referrals of individuals interested in purchasing Medicare-related plans from that marketing material or being delayed in doing so. If CMS or a health insurance carrier requires changes to, disapproves or delays approval of these materials, we could lose a significant source of Medicare plan demand, and the operations of our Medicare business could be adversely affected. If we lose marketing partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be significant.
We develop, host and maintain carrier-dedicated Medicare plan websites and may undertake other marketing and advertising initiatives or perform other services through our Medicare plan advertising program. We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship program. The success of our sponsorship and advertising program depends on a number of factors, including the amount that health insurance carriers are willing to pay for advertising services, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform or our advisor enrollment centers and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others. To the extent that economic conditions, health care reform or other factors impact the amount health insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely impacted. In addition, increased carrier focus on the quality of enrollments and reduction in member complaints could adversely impact our ability to successfully negotiate and operate our sponsorship and advertising programs. Moreover, in light of the regulations applicable to the marketing and sale of Medicare plans, and given that these regulations are often complex, change frequently and are subject to changing interpretations or enforcement actions, we may in the future not be permitted to sell Medicare plan-related advertising services. If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of health insurance carriers, and our ability to generate Medicare plan-related advertising revenue would be harmed by the termination or non-renewal of any of these relationships as well as by a reduction in the amount a health insurance carrier is willing to pay for these services.
Our operations in China involve many risks that could increase expenses, expose us to increased liability and adversely affect our business, operating results and financial condition.
Our subsidiary in China conducts a portion of our operations, including the maintenance and update of our ecommerce platform and performance of specific tasks within our finance, customer care and enrollment functions. We rely on third-party vendors to communicate with our subsidiary in China. Our business would be harmed if our ability to communicate via these vendors with these employees failed, and we were prevented from promptly updating our software or implementing other changes to our database and systems, among other things. From time to time, we receive inquiries from health insurance carriers relating to our operations in China and the security measures we have implemented to protect data that our employees in China may be able to access. As a part of these inquiries, we have implemented additional security measures relating to our operations in China. Still, we may be required to implement further security measures to continue aspects of our operations in China. We may also be required to bring aspects of our operations in China back to the United States, which could be time-consuming and expensive and harm our operating results and financial condition. Health insurance carriers may also terminate our relationship due to concerns surrounding our China operations, which would harm our business, operating results and financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Revolving Credit Facility”
Removed heading “Change in Expense Allocation Methodology”
Removed heading “Cost of Revenue”
Largest changes
“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 facility with CCP Agency, LLC (the “Revolving Credit Agreement”), we entered into a first amendment to the H.I.G. …”see in full comparison
“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. …”see in full comparison
“On February 28, 2022, we entered into a term loan credit agreement providing for a $70.0 million secured term loan credit facility with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party thereto (the “Original Credit Agreement), which agreement was subsequently amended on August 16, 2022 (the “First Amendment”) to update our borrowing benchmark from LIBOR to SOFR (as amended by the First Amendment, the “First Amended Credit Agreement”). …”see in full comparison
see in full comparison20242025 compared to20232024 – We incurred$9.5$2.0 million in impairment, restructuring and other charges for the year ended December 31,20242025 compared tono$9.5impairment, restructuring and other chargesmillion for the same period in2023.2024. The charges in 2025 consisted of $1.1 million of restructuring charges which were primarily related to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives. We also incurred $0.9 million of impairment charges related to operating lease right-of-use assets. The charges in 2024 consisted of $7.5 million of impairment related to several of our leased office spaces,whichspecificallyincludedconsisting of $7.0 million of operating lease right-of-use asset impairments and $0.5 million of property and equipment impairments. We also incurred $2.0 million of restructuring charges which were primarily related to employee termination benefits as a result ofour continuedcost-reduction efforts during the firsthalfquarter offiscal2024.
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 December 31, 2025, we were in compliance with the additional liquidity covenant required in the H.I.G. Investment Agreement Amendment.see in full comparison
“On December 31, 2025, eHealthInsurance Services, Inc. (the “Borrower”), a wholly owned indirect subsidiary of eHealth, Inc., entered into a 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”). …”see in full comparison
Full comparison: every changed paragraph (121)
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 consumersconsumers, 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 online,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.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, transparent partner to consumers in their journeys through the health insurance market.
During the 2025 Open Enrollment Period, we maintained the momentum we built during the Annual Enrollment Period (“AEP”) from the fourth quarter of 2024, where we observed strong consumer demand driven by recent Medicare Advantage plan benefit and premium changes, plan cancellations and market exits due primarily to carriers facing higher medical costs and regulatory pressures. As a result, we delivered strong Medicare Advantage enrollment growth in Q1 2025. During the fourth quarter AEP in 2025, Medicare Advantage offerings experienced another year of significant disruption, similar to the previous AEP in the fourth quarter of 2024. Insurance carriers took a more targeted and selective approach to growth, limiting enrollment in unprofitable segments and prioritizing financial sustainability over volume. This resulted in elevated consumer demand during this past AEP, similar to the previous AEP. Insurance carriers took varied approaches in their plan designs and they also adjusted compensation structures across distribution channels. We have observed meaningful increases in our commission rates year-over-year, which underscores the strength and confidence of our insurance carrier partners in our model.
Beginning in 2025, our typical Medicare enrollment seasonality was heightened primarily as a result of the regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”). In 2025, CMS removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis. As these regulatory changes limited eligibility to enroll in or between Medicare Advantage plans outside of AEP for this portion of Medicare beneficiaries, we experienced a decline in Medicare plan submissions during the second and third quarters of 2025 compared to the same periods in 2024. In response to this anticipated volume decline, we implemented a more flexible structure in our telesales organization during the second and third quarters of 2025, making it easier to flex advisor capacity up and down.
We were well positioned to execute successfully during this past AEP with our more tenured benefit advisors, stronger branded marketing channels, and our expanded member retention program. We continued to elevate the consumer experience, focus on enrollment quality, build our distinctive brand that resonates with our consumers and accelerate technological innovation. We scaled our Artificial Intelligence (“AI”) screener during this past AEP, which resulted in increased efficiencies to our model while reducing call wait times. We also invested in expanding growth in hospital indemnity plans and Medicare Supplement plans, both of which contributed favorably to our business throughout the year. Our direct branded marketing channels performed well during AEP and as a result, we strategically reduced marketing spend on partner marketing channels. We also observed improved Medicare Advantage unit margins driven by improved LTVs for all Medicare products, reflecting favorable commission dynamics and stable retention trends, disciplined fixed-cost management and continued strength in our commissions receivable.
We also strengthened our capital structure through our entry into a new $125.0 million asset-backed revolving credit facility (the “the Revolving Credit Facility”) with CCP Agency, LLC, as agent, and other lenders party thereto. Part of the proceeds from the Revolving Credit Facility were used to repay in full all obligations outstanding under our term loan credit facility with Blue Torch Finance LLC and its lender group. The Revolving Credit Facility’s favorable terms, extended maturity and flexible borrowing base provide us with resources to further strengthen the execution of our strategy going forward. For more information on the Revolving Credit Facility, see the Liquidity and Capital Resources section below.
During 2026, we plan to focus on utilizing our lifetime advisory model to drive increased member lifetime value, improved retention and build on our brand recognition and member loyalty for our Medicare segment, along with broadening our ancillary product selection. We also plan to leverage our lifetime advisory model to focus on driving measured employer plan growth in the under 65 market by accelerating diversification through ICHRA with an alliance-based measured investment that will allow us to extend our platform to brokers with strong employer relationships. Additionally, we plan to provide meaningful improvement in our operating cash flows, focus on our direct branded marketing channels to attract higher-margin enrollments and continue our cost savings efforts to preserve our profitability.
In 2024, Medicare Advantage offerings experienced unprecedented disruption as there were plan benefit and premium changes, plan cancellations and market exits due to carriers facing higher medical costs as well as regulatory pressures. This resulted in elevated consumer demand during the fourth quarter Annual Enrollment Period (“AEP”) relative to prior years. In 2024, we made a strategic decision to take advantage of this increased consumer demand and invest in significant Medicare enrollment and revenue growth. We were able to accelerate the growth of our Medicare business while also improving profitability due to significant operational improvements we achieved through our multi-year transformation plan, which was completed in 2023.
In 2024, the Company also benefited from the rebrand we launched in October of 2023, which was designed to communicate our differentiated value proposition as a trusted and transparent advisor. We further evolved our brand in 2024 complementing it with audience targeting strategies, expansion of our marketing channel mix and a redesign of our omnichannel platform for a seamless user experience. We believe these initiatives resulted in a significant increase in our brand awareness and in a strong performance of our direct marketing channels, including direct television, mail and paid search. As a result, we significantly improved our lead quality and drove greater telephonic and online conversion rates in 2024. We also invested in further personalizing the consumer experience on our platform including a tailored online experience for returning visitors. Combined with the scaling of our digital marketing channels, this led to a significant increase in our online unassisted Medicare applications compared to 2023.
We continued to focus on our benefit advisors by enhancing their onboarding and training programs, shifting the mix of our telesales capacity towards full-time internal benefit advisors and away from a seasonal advisor staffing model. We also expanded our benefit advisor headcount to take advantage of increased inbound demand. In addition to having a greater number of tenured benefit advisors compared to a year ago, we narrowed the gap between the effectiveness of our new and tenured benefit advisors. We continue to empower our benefit advisors with innovative tools that enhance their productivity and differentiate their services. As part of our enhanced retention program, which was especially important this past AEP, our benefit advisors reached out to members whose plans we identified would be impacted by plan cancellations or significant benefit or premium changes. These efforts were supported by proprietary online tools such as MatchMonitor™, where members could better understand the expected changes to their coverage against their needs and resulted in a strong pipeline of appointments as we entered this past AEP.
During 2024, our business evolved to include our core agency (“Agency”) and carrier-dedicated (“Amplify”) models. Our Agency model consists of arrangements where we are the broker of record, while our Amplify model consists of both broker of record arrangements as well as non-broker of record arrangements where we provide business process outsourcing services (“BPO”). Broker of record arrangements generate commission revenue and while we recognize constrained lifetime value (“LTV”) of commissions for approved members 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. 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.
During the second quarter of 2024, a portion of our Amplify broker of record arrangements converted to fee-based BPO arrangements, which resulted in a reduction in our Medicare approved members and a decrease in the corresponding commission revenue. In contrast, our fee-based BPO arrangements increased, contributing to substantial growth in our other revenue. Even with this shift, during the year ended December 31, 2024, we observed a 21% increase in approved members, which only reflect our broker of record arrangements. Our total Medicare submissions, inclusive of our broker of record and fee-based BPO arrangements, increased 29% for the year ended December 31, 2024 compared to the same period in 2023. Submissions describe applications that are submitted by individuals online through our eHealth platform or completed with the assistance of our benefit advisors, where the individual provides authorization to the benefit advisor to submit the application to the insurance carrier partner. The individual may have additional actions to take before the application will be reviewed by the insurance carrier and not all submissions ultimately become approved members.
Going forward, we plan to remain in a strong competitive position in the market and expect to continue building scaled differentiation within our Medicare Advantage Agency while also pursuing targeted revenue diversification. We plan to continue investing in enrollment quality, member retention, and in our Employer and Individual (“E&I”) segment to grow existing products and offerings. We also expect to grow our Medicare Supplement, Individual Health Reimbursement Arrangement (“ICHRA”) and ancillary product offerings, as well as our Amplify offerings.
Change in Expense Allocation Methodology
Beginning in the first quarter of 2024, primarily as a result of vacating excess office space, we modified our methodology used in allocating our facilities-related expenses to marketing and advertising, customer care and enrollment and technology and content. As a result, these costs are now reported within the “General and administrative” line in our Consolidated Statements of Comprehensive Income (Loss). We have recast the Consolidated Statements of Comprehensive Income (Loss) for the prior periods presented to conform to our current methodology. This resulted in a classification change of expenses from marketing and advertising, customer care and enrollment and technology and content into general and administrative. There was no impact to total operating costs and expenses, loss from operations, net loss or net loss per share attributable to common stockholders on our Consolidated Statements of Comprehensive Income (Loss).
20242025 compared to 20232024 – Total approved members grewdeclined 13%3% in 20242025 compared to 2023,2024, driven by:
•a 21%7% increasedecrease in Medicare approved members driven by:
◦a 3% decrease in Medicare Advantage approved members, due to an 8% decline in Medicare Advantage broker of record submissions as a result of decreased marketing spend in response to the 2025 CMS regulations impacting dual-eligible enrollment rules, as well as an intentional reduction in lower margin marketing channels during the fourth quarter, partially offset by increased consumer demand during the Medicare Advantage OEP in the first quarter of 2025, ◦a 16% decrease in Medicare Supplement approved members primarily due to the shift—beginning in the second quarter of 2024—of some Medicare Supplement broker of record arrangements to fee-based arrangements within our Amplify platform, which are not reflected as approved members, partially offset by a 39% increase in approved members in the fourth quarter of 2025 compared to the same period last year as a result of efficiencies and improvements made to grow Medicare Supplement during this past AEP, and ◦a 63% decrease in Medicare Part D approved members primarily driven by regulatory changes that adversely impacted standalone Medicare Part D plan economics and availability, resulting in beneficiaries shifting away from standalone Medicare Part D plans toward Medicare Advantage plans that include prescription drug coverage.
◦a 26% increase in Medicare Advantage approved members, due to a 31% increase in Medicare Advantage broker of record submissions primarily as a result of increased consumer demand due to market disruptions during 2024, the strength of our Company rebrand, increased variable marketing spend and an increased number of benefit advisors with improved telesales conversion rates year-over-year, ◦partially offset by a 20% and 5% decline in Medicare Supplement and Medicare Part D approved members, respectively, primarily caused by the shift of some Medicare Supplement broker of record arrangements to fee-based arrangements within our Amplify platform and a shift away from standalone Medicare Part D plans.
•a 24%25% and 30%6% decline in individual and family plan and small business health insurance plan approved members, respectively, primarily due to a decrease in volume asfrom we focused on implementing operational enhancementsshifts in our E&Imarketing segmentchannel mix and current market conditions, including a decline in qualified health plans from the expiration of the government subsidies; and
•a 9%40% declineincrease in ancillary approved members primarily due to targeted growth in hospital indemnity plans, partially offset by declines in dentalshort-term and short-termdental plan approved members.
20242025 compared to 20232024 – The changes in constrained LTV of commissions per approved member primarily consisted of:
•a 4%6% increase in Medicare Advantage plans, primarily driven by amore decreasefavorable inretention constraintassumptions duefor 2025 cohorts compared to a2024 decline in volatilitycohorts and the observedan increase in LTV trends as well as an improvedthe ratio of approved members who became paying members, partiallyslightly offset by lessan favorableunfavorable retentioncohort trends for 2024 cohorts compared to 2023 cohortsmix;
•a 22%31% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix as well asmix, favorable retention assumptions for 2025 cohorts compared to 2024 cohorts and a decrease in the constraint from 9% to 4% due to observed LTV trends;
•a 22% decrease in Medicare Part D plans, primarily driven by unfavorable carrier and contract mix, partially offset by improved retention;
•a 1% decrease in non-qualified health plans primarily driven by unfavorable retention trends;
•a 2%27% increase in qualifiedMedicare healthPart plansD plans, primarily duedriven toby favorable carrier and contract mix;
•a 7%6% decrease in short-termnon-qualified health plans primarily duedriven toby unfavorable retention as a result of the regulatory change that decreased term limitsassumptions for short-term2025 healthcohorts planscompared to 2024 cohorts; and
•a 4% decrease in qualified health plans primarily due to an increase in the constraint from 4% to 10% as a result of observed unfavorable retention trends along with a less favorable carrier and contract mix, partly offset by more favorable retention assumptions for 2025 cohorts compared to 2024 cohorts;
•a 26% decrease in short-term health plans primarily due to unfavorable retention assumptions year-over-year, primarily as a result of the regulatory change that decreased term limits for short-term health plans;
•a 17%, 14% and 2%5% increase in dental,dental vision and small business plans, respectively,plans primarily driven by favorable carrier and contract mix.mix; and
•a 9% increase in small business plans primarily driven by favorable cohort mix and carrier and contract mix, partly offset by unfavorable retention assumptions for 2025 cohorts compared to 2024 cohorts.
Health insurance carriers bill and collect insurance premiums paid by our members. The carriers do not report to us the number of members that we have as of a given date. 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. Also,Therefore, somewe 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 our members pay their premiums less frequently than monthly.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.
The following table shows estimated membership by product as of the periodsdates presented below:
20242025 compared to 20232024 – Total estimated membership increaseddeclined 3% as of December 31, 20242025 compared to December 31, 20232024 primarily due to:
•a 6%4% increasedecrease in Medicare estimated membership year over year, driven by:
◦a 3% and 16% decrease in Medicare Supplement and Medicare Part D plans, respectively, driven by a decrease in approved members, while Medicare Advantage estimated membership remained flat, with new approved members being offset through member switching activity during this past AEP;
◦an 11% increase in Medicare Advantage plans, primarily due to an increase in Medicare Advantage approved applications, ◦partially offset by a 13% decrease in Medicare Supplement plans, driven by a decrease in approved members primarily due to the shift of some broker of record arrangements to fee-based arrangement within our Amplify platform, which are not included in estimated membership;
•a 9% decline in individual and family plan estimated membership year over year due to a decrease in non-qualified health plan approved applications;
•a 4% decline in overall ancillary plan estimated membership year over year, primarily due to a decline in approved applications across several ancillary products; and
•a 7%17% decline in both individual and family plan and small business plan estimated membership year over year, primarilyyear due to a decrease in approved applications.applications; and
•an 8% increase in overall ancillary plan estimated membership year over year, primarily due to an increase in approved applications for the hospital indemnity plans.
•a $94,$4, or 21%,1%, decreaseincrease in CC&E cost per MA-equivalent approved membermember, drivenremaining byrelatively enhancedflat lead qualityyear-over-year, and improved conversions due to:
◦efficiencies resulting from a benefit advisor mix that is more tenured when compared to the same period in 2023, and ◦continued optimization of our sales force operations driven by enhanced training protocols and new agent-facing sales tools.
•a $43,$10, or 10%,2%, decrease in variable marketing cost per MA-equivalent approved member, primarily due to continued efficiencies within our marketing operations.operations as our brand continued to scale, enabling enhanced lead quality and improved conversion rates and a more favorable marketing mix during this past AEP, with greater contribution from our direct branded marketing channels.
2025 compared to 2024 – Total acquisition cost per IFP-equivalent approved member increased $50, or 14%, driven by a $19, or 7%, increase in CC&E cost per IFP-equivalent and a $31, or 28%, increase in variable marketing cost per IFP-equivalent approved member, primarily driven by the overall decline in individual and family plan and short-term plan approved members.
2024 compared to 2023 – Total acquisition cost per IFP-equivalent approved member increased $126, or 53% driven by:
•a $77, or 43%, increase in CC&E cost per IFP-equivalent due to the overall decline in individual and family plan and short-term plan approved members as well as a higher number of benefit advisors than in the same period last year, and
•a $49, or 80%, increase in variable marketing cost per IFP-equivalent approved member, primarily due to unfavorable channel mix.
◦higher net adjustment revenue from prior period enrollments, which was $43.0 million in 2025 compared to $18.7 million in 2024, ◦improved constrained LTV of commissions per approved member for all Medicare products, ◦a significant increase in hospital indemnity plan approved members, and ◦partially offset by a 7% decrease in Medicare plan approved members.
◦a 26% increase in Medicare Advantage plan approved members, ◦improved constrained LTV of commissions per approved member for Medicare Advantage and Medicare Supplement plans, ◦partially offset by lower net adjustment revenue from prior period enrollments, which was $18.7 million in 2024 compared to $33.5 million in 2023, and ◦decreases in approved membership for both Medicare Supplement and Medicare Part D plans.
◦a 25% and 35% decrease in individual and family plan and short-term health plan approved members, respectively, along with lower constrained LTV of commissions for these products, ◦lower net adjustment revenue from prior period enrollments, which was $1.4 million in 2025 compared to $4.1 million in 2024 compared to $14.5 million in 2023, ◦a 24%, 9%2024, and 30% decrease in individual and family plan, ancillary product and small business approved members, respectively, ◦partially offset by a 17%5%, 1% and 14%9% improvement in constrained LTV of commissions per approved member for dentaldental, vision and visionsmall business plans, respectively.
Other revenue increaseddecreased $21.8$14.7 million, or 45%,21%, in 20242025 compared to 2023.2024, This increase wasprimarily driven by the expansion of our fee-based BPO arrangements, as well as an increasedecrease in sponsorship and advertising revenue.
Net adjustment revenue consists of increases inand revenuedecreases for certain prior period cohorts as well as reductions into revenue for certain prior period cohorts. We recognize positive adjustments to revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
See Segment Information below and Note 1 – Summary of Business and Significant Accounting Policies and Note 2 – Revenue in our Notes to Consolidated Financial Statements for more information on commission revenue.
Cost of Revenue
Cost of revenue 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. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.
Our cost of revenue is summarized as follows (dollars in thousands):
2024 compared to 2023 – Cost of revenue remained relatively flat in 2024 compared to 2023.
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 hashave in the past, and could in the future, result in marketing and advertising expenses being significantly higher than our expectations.
What changed in the latest 10-Q
Risk Factors
Largest changes
“Levels of write-down or impairment are impacted by our assessment of the intent to sell securities that have declined in value as well as actual losses as a result of defaults or deterioration in estimates of cash flows. If we reposition or realign portions of the investment portfolio and sell securities in an unrealized loss position, we will incur an other-than-temporary impairment charge or realized losses. Any such charge may have a material adverse effect on our business, operating results and financial condition.”see in full comparison
Our financial condition and operating results are affected by the performance of our investment portfolio. The value of our investments is exposed to capital markets risks, and our operating results, liquidity, financial condition or cash flows could be adversely affected by realized losses, impairments and changes in unrealized positions as a result of: significant market volatility, changes in interest rates, changes in credit spreads and defaults, a lack of pricing transparency, a reduction in market liquidity, declines in equity prices, changes in national, state/provincial or local laws and the strengthening or weakening of foreign currencies against the U.S. dollar. Levels of write-down or impairment are impacted by our assessment of the intent to sell securities that have declined in value as well as actual losses as a result of defaults or deterioration in estimates of cash flows. If we reposition or realign portions of the investment portfolio and sell securities in an unrealized loss position, we will incur an other-than-temporary impairment charge or realized losses. Any such charge may have a material adverse effect on our business, operating results and financial condition.see in full comparison
“Our typical Medicare enrollment seasonality was recently heightened primarily as a result of the regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”). In 2025 CMS removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis. As a result, we experienced a decline in Medicare plan submissions during the second and third quarters of 2025 compared to the same periods in 2024. …”see in full comparison
We expect the Medicare market to remain fluid for the foreseeable future. Changes in the U.S. political environment, including the policies and priorities of the Trump administration and closely divided control of Congress have resulted in significant changes and may continue to create uncertainty with respect to legislation, regulation, implementation and potential repeal of laws and rules related to government health programs, including Medicare, Medicaid and the Affordable Care Act. For example, President Trumpsee in full comparisonhas issued various executive orders reversing several Biden administration health care policies, and additional executive orders may be forthcoming. Congress has also passed the One Big Beautiful Bill Act (OBBBA) in July 2025, which makes considerable changes to federal Medicaid financing. President Trumpand other policymakersmayhaveconsider additional legislativeissued andregulatorymay continue to issue various orders and proposals impacting Medicaid, Medicare, the Affordable Care Act and other entitlement programs, such as reducing, eliminating or allowing certain subsidies toexpire.expire; changing federal-state financing arrangements; and mandating the disclosure of Medicare Advantage organizations’ medical loss ratio (MLR) spend. We also expect continued proposals targeting reimbursement methodologies and individual eligibility criteria for government health care programs. In addition, initiatives launched by the Trump administration and legislative bodies continue to focus on improving efficiency and reducing waste, fraud and abuse of government resources. While we cannot predict the full impact of these initiatives, changes to CMS spending or program administration could impact beneficiary experiences and could ultimately adversely impact our business, operating results and financial condition.
Full comparison: every changed paragraph (8)
The success of our business depends upon our ability to enter into and maintain relationships with health insurance carriers on favorable economic terms. Our platform offers a broad selection of insurance products from over 180 health insurance carriers nationwide, including approximately 50 Medicare carriers. In the ordinary course of business, the carriers represented on our platform naturally fluctuate, as we and our carrier partners reassess distribution strategies and business objectives in response to consumer preferences, market conditions, carrier performanceperformance, legal and regulatory conditions, plan ratings, and the cost of supporting particular carriers. Carriers that are removed from our platform may also be added back in the future.
Our typical Medicare enrollment seasonality was recently heightened primarily as a result of the regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”). In 2025 CMS removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis. As a result, we experienced a decline in Medicare plan submissions during the second and third quarters of 2025 compared to the same periods in 2024. In response to this anticipated volume decline, we implemented a more flexible structure in our telesales organization to enable more efficient scaling of advisor capacity.
In order to offer the qualified health plans (“QHPs”) through which individuals and families may receive Affordable Care Act subsidies, we must meet certain conditions, such as obtaining permission from the applicable government health insurance exchange, entering into or maintaining required agreements, ensuring that enrollment and subsidy applications are completed through the exchange and complying with relevant privacy, securitysecurity, identity and income verification, and other standards. Internet-based agents and brokers such as us may also be required to meet certain additional website requirements. To help manage the operational, regulatory and cost burdens associated with QHP enrollments, we currently rely on a third-party vendor, and our QHP enrollments are made predominantly through the Federally Facilitated Marketplace (“FFM”), which currently operates all or part of the health insurance exchange in most states. The remaining states operate their own state-based exchanges (“SBEs”).
Our subsidiary in China supports certain operational functions, including the maintenance and updates of our ecommerce platform. As a result, we are subject to different and evolving laws, rules and regulations, including intellectual property, privacy, data transfer, data security, anti-bribery and anti-corruption, labor, tax, and foreign exchange rules in both China and the United States. For example, U.S. restrictions on providing certain “covered persons” and “countries of concern” with access to broadly defined categories of U.S. sensitive personal data and U.S. government-related data took effect on April 8, 2025. We have relocated certain China-based functions back to the United States to comply with these restrictions, but additional restrictions could further impact our business activities in China. U.S. and Chinese trade laws may also impose additional restrictions on the transfer of programming or technology. Any significant disruptions involving third-party communications that we use with our employees in China could also impair our operations. These laws, regulations and standards are complex, ambiguous and subject to change or interpretation, creating uncertainty and increasing enforcement risks and compliance costs. Violation of applicable laws and regulations could damage our brand and our relationship with our health insurance carriers and could result in regulatory enforcement actions or the imposition of civil or criminal penalties and fines. If health insurance carriers with which we partner develop concerns about our China operations, they could limit or terminate their relationships with us, despite additional security and operational measures andthat we have taken.
We expect the Medicare market to remain fluid for the foreseeable future. Changes in the U.S. political environment, including the policies and priorities of the Trump administration and closely divided control of Congress have resulted in significant changes and may continue to create uncertainty with respect to legislation, regulation, implementation and potential repeal of laws and rules related to government health programs, including Medicare, Medicaid and the Affordable Care Act. For example, President Trump has issued various executive orders reversing several Biden administration health care policies, and additional executive orders may be forthcoming. Congress has also passed the One Big Beautiful Bill Act (OBBBA) in July 2025, which makes considerable changes to federal Medicaid financing. President Trump and other policymakers mayhave consider additional legislativeissued and regulatorymay continue to issue various orders and proposals impacting Medicaid, Medicare, the Affordable Care Act and other entitlement programs, such as reducing, eliminating or allowing certain subsidies to expire.expire; changing federal-state financing arrangements; and mandating the disclosure of Medicare Advantage organizations’ medical loss ratio (MLR) spend. We also expect continued proposals targeting reimbursement methodologies and individual eligibility criteria for government health care programs. In addition, initiatives launched by the Trump administration and legislative bodies continue to focus on improving efficiency and reducing waste, fraud and abuse of government resources. While we cannot predict the full impact of these initiatives, changes to CMS spending or program administration could impact beneficiary experiences and could ultimately adversely impact our business, operating results and financial condition.
On February 17, 2021, we entered into an investment agreement with Echelon Health SPV, LP (“H.I.G.”), pursuant to which H.I.G. purchased 2.25 million shares of Series A convertible preferred stock (“Series A Preferred Stock”) for an aggregate price of $225.0 million (the “H.I.G. Investment Agreement”). The H.I.G. Investment Agreement contains certain negative operating covenants that will remain in effect for so long as H.I.G. continues to own at least 30% of the shares of Series A Preferred Stock originally issued to it. The Company is required to maintain an Asset Coverage Ratio and a Minimum Liquidity Amount (in each case, 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 conditions and restrictions specified therein, to additional rights, including the right to nominate one additional member to our Board of Directors, the right to approve our annual budget, the right to approve the hiring or termination of certain key executives and the right to approve the incurrence of certain indebtedness. On December 31, 2025, in connection with our entry into Revolving Credit Agreement, 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.GH.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 Agreement (the “Liquidity Covenant”), with the sole remedy for breach of the liquidity covenant being a 2.00% increase in the paid-in-kind dividend rate. We have not met the Minimum Asset Coverage Ratio since the September 30, 2023 measurement date and as of November 30, 2024, we were no longer in compliance with the Minimum Liquidity Amount. As of MarchJune 31,30, 2026, H.I.G. continued to own at least 30% of the shares, and we were in compliance with the Liquidity Covenant.
Our financial condition and operating results are affected by the performance of our investment portfolio. The value of our investments is exposed to capital markets risks, and our operating results, liquidity, financial condition or cash flows could be adversely affected by realized losses, impairments and changes in unrealized positions as a result of: significant market volatility, changes in interest rates, changes in credit spreads and defaults, a lack of pricing transparency, a reduction in market liquidity, declines in equity prices, changes in national, state/provincial or local laws and the strengthening or weakening of foreign currencies against the U.S. dollar. Levels of write-down or impairment are impacted by our assessment of the intent to sell securities that have declined in value as well as actual losses as a result of defaults or deterioration in estimates of cash flows. If we reposition or realign portions of the investment portfolio and sell securities in an unrealized loss position, we will incur an other-than-temporary impairment charge or realized losses. Any such charge may have a material adverse effect on our business, operating results and financial condition.
Levels of write-down or impairment are impacted by our assessment of the intent to sell securities that have declined in value as well as actual losses as a result of defaults or deterioration in estimates of cash flows. If we reposition or realign portions of the investment portfolio and sell securities in an unrealized loss position, we will incur an other-than-temporary impairment charge or realized losses. Any such charge may have a material adverse effect on our business, operating results and financial condition.
Management's Discussion & Analysis (MD&A)
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
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.see in full comparisonInDuring thefirstsecond quarter of 2026, weinitiated the build oflaunched our lifetime advisory operating model,which was formally launched in theimproved second quarterofoperating2026.cashWeflowreleased new advisor-facing technology tools that are expected to enhance the beneficiary experienceyear-over-year, andultimately,advancedourdiversificationlifetimeinitiativesadvisorysuchoperating model is expected to drive increased member lifetime value, improved retention and build on consumer brand recognition and member loyalty for our Medicare segment. As part of this initiative, we are also broadening our ancillary product selection to offer more comprehensive coverage options to consumers. During April of 2026, we expanded our product portfolio with the introduction of final expense insurance, which covers end-of-life insurance and supports our strategic initiative to expand our product and service offerings. In the under 65 market, we are pursuing measured investment in theas Individual Coverage Health Reimbursement Arrangement (“ICHRA”) capabilitiesthat we believe will allow us to better serve the employer marketandextendancillaryourproductplatform to brokers with strong employer relationships.offerings.
“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. …”see in full comparison
“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. …”see in full comparison
“◦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.”see in full comparison
Full comparison: every changed paragraph (126)
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,unbiased and transparent partner to consumers in their journeys through the health insurance market.
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. InDuring the firstsecond quarter of 2026, we initiated the build oflaunched our lifetime advisory operating model, which was formally launched in theimproved second quarter ofoperating 2026.cash Weflow released new advisor-facing technology tools that are expected to enhance the beneficiary experienceyear-over-year, and ultimately,advanced ourdiversification lifetimeinitiatives advisorysuch operating model is expected to drive increased member lifetime value, improved retention and build on consumer brand recognition and member loyalty for our Medicare segment. As part of this initiative, we are also broadening our ancillary product selection to offer more comprehensive coverage options to consumers. During April of 2026, we expanded our product portfolio with the introduction of final expense insurance, which covers end-of-life insurance and supports our strategic initiative to expand our product and service offerings. In the under 65 market, we are pursuing measured investment in theas Individual Coverage Health Reimbursement Arrangement (“ICHRA”) capabilities that we believe will allow us to better serve the employer market and extendancillary ourproduct platform to brokers with strong employer relationships.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.
During the first quarter of 2026, enrollment volume in our Medicare products was lower than the first quarter of 2025, which was consistent with our expectations and reflective of our decision to reduce demand generation spend and to focus it on our more profitable marketing channels. At the same time, we observed improved estimated constrained lifetime value (“LTVs”) of commissions for all Medicare products as well as improved total acquisition cost per Medicare-equivalent approved member year-over-year. During the first quarter of 2026, we also implemented a company-wide fixed cost expense reduction initiative in which we eliminated approximately 14% of our workforce and targeted reductions in vendor spend. WhileWe wehave recognized some cost savings from this initiative during the first quartersix months of 2026, and we expect to delivercontinue greaterto 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.
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 relevantapplicable insurance carrier for the identified product during the current period for which we are the broker of record.period. The applications may be submitted in either the current period or prior periods. Not all approvedApproved members may not ultimately become paying members.
Three Months Ended MarchJune 31,30, 2026 and 2025 – Total approved members declined 21%36% during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, driven by:
•a 24%46% decline in Medicare approved members, primarily asdue a result ofto:
◦a 23% decline in Medicare Advantage approved members due to a 25% decrease in Medicare Advantage broker of record submissions resulting from an intentional decrease in variable marketing spend;
◦a 2%45% decline in Medicare Advantage and Medicare Supplement approved members,members primarilyresulting due tofrom an intentional decreasereduction in variable marketing spend, partially offset by the approval timing of certain applications that were submitted in the fourth quarter of 2025; and ◦aan 69%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.
•relatively flat ancillary approved members year-over-year primarily due to continued targeted increases in hospital indemnity plan members, which were offset by decreases in short-term, dental and vision plan approved members; and
•ana 8%13% increasedecline in small business healthancillary plan approved members across all products primarily driven by an intentional increasedecrease in variable marketing spend; toward employer plans.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.
(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 MarchJune 31,30, 2026 and 5.5%, 9% and 7%, respectively, for the three months ended March 31, 2025.
Three Months Ended MarchJune 31,30, 2026 and 2025 – The changes in constrained LTV of commissions per approved member primarily consisted of:
•a 3% increase in Medicare Advantage plans, primarily due to favorable carrier and contract mix;
•a 19%1% increasedecrease in Medicare SupplementAdvantage plans, primarily due to favorable carrier and contract mix, a decrease in the constraint from 9% to 4% due to observed LTV trends, favorableunfavorable retention assumptions for the firstsecond quarter of 2026 cohorts compared to the firstsecond quarter of 2025 cohortscohorts, and an increase in the ratio of approved members who became paying members, partlypartially offset by anfavorable unfavorablecarrier cohortand contract mix;
•a 78% increase in Medicare Part D plans, primarily driven by favorable carrier and contract mix;
•a 5%16% decreaseincrease in non-qualifiedMedicare healthSupplement plans, primarily due to unfavorablefavorable carrier and contract mix,mix unfavorableand favorable retention trendsassumptions for the firstsecond quarter 2026 cohorts compared to the firstsecond quarter 2025 cohorts and aan declineincrease in the ratio of approved members who became paying membersmembers, partly offset by an unfavorable cohort mix;
•a 15% decrease in qualified health plans, primarily due to an increase in the LTV constraint from 4% to 10% due to observed unfavorable retention trends, unfavorable carrier and contract mix and unfavorable retention trends for the first quarter 2026 cohorts compared to the first quarter 2025 cohorts;
•a 14% increase in short-term plans, primarily driven by favorable carrier and contract mix, partly offset by unfavorable cohort mix;
•a 7% increase in dental plans due to favorable carrier and contract mix and favorable cohort mix;
•a 3%52% increase in visionMedicare plansPart dueD toplans, primarily driven by favorable carrier and contract mix, partially offset by unfavorable retention trendsassumptions for the firstsecond quarter 2026 cohorts compared to the firstsecond quarter 2025 cohorts; and
•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;
•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 15%14% increase in smallshort-term businessplans, plansprimarily duedriven toby favorable carriercohort and contract mix.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.
MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025 – Total estimated membership declined 8%9% as of MarchJune 31,30, 2026 compared to MarchJune 31,30, 2025 primarily due to:
•partially offset by a 4%2% increase year-over-year in an ancillary plan estimated membership primarily driven by an increase in hospital indemnity plan estimated membership.
Three Months Ended MarchJune 31,30, 2026 and 2025 – Total acquisition cost per MA-equivalent approved member decreasedincreased $78,$179, or 10%,16%, during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, driven by:
•a $110, or 28%, 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 enhance lead quality and conversion rates in both our telesales and online unassisted channels;
•partially offset by a $32,$277, or 9%,42%, increase in CC&E cost per MA-equivalent approved member primarily due to:
◦a decline in the number of Medicare Advantage 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,year-over-year despiteas retainingwell benefit advisors to support the launch ofas our lifetimeflexible advisorytelesales modelorganization in the second quarter of 2026.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.
Three Months Ended MarchJune 31,30, 2026 and 2025 – Total acquisition cost per IFP-equivalent approved member increased $67,$53, or 22%,10%, during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025, driven by:
•a $94,$68, or 50%,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; and
•partially offset by a $27,$15, or 23%,15%, decrease in variable marketing cost per IFP-equivalent approved member, primarily driven by our intentional decrease in variable marketing spend year-over-year.
Three Months Ended MarchJune 31,30, 2026 and 2025 – Commission revenue decreased $19.1$24.9 million, or 19%,46%, during the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 due to:
•a $16.5 million, or 18%, decline in commission revenue from the Medicare segment driven by:
◦a 23% and 2% decline in Medicare Advantage and Medicare Supplement plan approved members, respectively, partially offset by a 54% increase in hospital indemnity plan approved members;
◦lower net adjustment revenue from prior period enrollments, which was $6.8 million during the three months ended March 31, 2026 compared to $8.0 million during the three months ended March 31, 2025; and ◦partially offset by improved constrained LTV of commissions per approved member across all Medicare products.
•a $2.6$24.0 million, or 29%46%, decrease in our Medicare segment commission revenue from the E&I segment primarily driven by:
◦declines in individual and family plan and dental, short-term and vision plan approved members;
◦lowera constrained$14.0 LTVmillion ofdecline commissionsin forcommission individualrevenue from members approved during the period primarily due to a 45%, 45%, and family80% decrease in Medicare Advantage, Medicare Supplement and Medicare Part D plan products,approved partiallymembers, offset by improved constrained LTV of commissions for short-term, dental and vision plansrespectively; and ◦lower net adjustment revenue from prior period enrollments, which was $1.2$9.1 million during the three months ended MarchJune 31,30, 2026 compared to $2.5$19.1 million during the threesame monthsperiod ended March 31,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.
EHTH insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (1 insider, 4 trade dates, 115,205 shares, about $109.9K; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -115,205 (purchases minus sales); net value about -$109.9K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-02 | Soistman Francis S Jr |
Open-market sale |
20,306 | $0.69 | $14.0K |
| 2026-10-01 | Soistman Francis S Jr |
Open-market sale |
20,306 | $0.70 | $14.1K |
| 2026-09-10 | Barbeau Michelle Marie |
Shares withheld for tax | 4,312 | $0.92 | $4.0K |
| 2026-09-10 | Dolan John Joseph |
Shares withheld for tax | 5,859 | $0.92 | $5.4K |
| 2026-09-01 | Barbeau Michelle Marie |
Grant/award | 70,000 | — | — |
| 2026-09-01 | Dolan John Joseph |
Grant/award | 70,000 | — | — |
| 2026-09-01 | Galimi Gavin G. |
Grant/award | 60,000 | — | — |
| 2026-09-01 | Soistman Francis S Jr |
Open-market sale |
37,297 | $1.05 | $39.2K |
| 2026-08-31 | Soistman Francis S Jr |
Open-market sale |
37,296 | $1.14 | $42.5K |
| 2026-08-04 | Duke Derrick A |
Shares withheld for tax | 24,350 | $1.42 | $34.6K |
| 2026-07-10 | Dolan John Joseph |
Shares withheld for tax | 465 | $1.62 | $753 |
| 2026-07-10 | Galimi Gavin G. |
Shares withheld for tax | 841 | $1.62 | $1.4K |
| 2026-07-10 | Barbeau Michelle Marie |
Shares withheld for tax | 323 | $1.62 | $523 |
| 2026-06-18 | Bhatt Prama |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Wolf Dale B |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Soistman Francis S Jr |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Russell Erin L |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Brooke Beth A. |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Arden Todd |
Grant/award | 61,041 | — | — |
| 2026-06-18 | Hass A John |
Grant/award | 61,041 | — | — |
| 2026-06-10 | Galimi Gavin G. |
Shares withheld for tax | 1,782 | $1.64 | $2.9K |
| 2026-06-10 | Barbeau Michelle Marie |
Shares withheld for tax | 4,311 | $1.64 | $7.1K |
| 2026-05-10 | Dolan John Joseph |
Shares withheld for tax | 1,500 | $1.89 | $2.8K |
| 2026-04-24 | Barbeau Michelle Marie |
Shares withheld for tax | 3,571 | $1.89 | $6.7K |
| 2026-04-24 | Galimi Gavin G. |
Shares withheld for tax | 3,588 | $1.89 | $6.8K |
| 2026-04-24 | Dolan John Joseph |
Shares withheld for tax | 4,206 | $1.89 | $7.9K |
| 2026-04-10 | Barbeau Michelle Marie |
Shares withheld for tax | 323 | $1.32 | $426 |
| 2026-04-10 | Galimi Gavin G. |
Shares withheld for tax | 7,451 | $1.32 | $9.8K |
| 2026-04-10 | Dolan John Joseph |
Shares withheld for tax | 2,809 | $1.32 | $3.7K |
Well-known investors holding EHTH (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,288,414 | $3.4M | 0.0% | Added 33% |
| D. E. Shaw & Co. | 2026-06-30 | 568,229 | $846.7K | 0.0% | Added 21% |
| Millennium Management (Israel Englander) | 2026-06-30 | 247,914 | $369.4K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 205,066 | $305.5K | 0.0% | New position |
| Renaissance Technologies | 2026-06-30 | 16,200 | $24.1K | 0.0% | Reduced 35% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 13,531 | $20.2K | 0.0% | New position |