EVER 10-K & 10-Q changes, risk factors and insider trading

Because a substantial majority of the referrals made through our marketplace are for automotive insurance, our financial prospects depend significantly on the larger automotive industry ecosystem. Revenue from automotive insurance providers accounted for 89%91% and 79%89% of our total revenue for 20242025 and 2023,2024, respectively. Market cycles in the automotive insurance industry have been, and are expected to continue to be, unpredictableunpredictable. For example, carriers decreased the amount of money they spent with us in 2023 and 2022 due to a variety of adverse conditions in the insurance industry that have been widely reported, such as deteriorating underwriting performance, a rise in claims, inflation, and inadequate policy premiums. Carriers decreased the amount of money they spent with us in 2023 and 2022,premiums, and such decreases could reoccur rapidly and without warning, and for time periods that can be difficult to predict accurately. For example, in January 2023, we saw a major carrier return to higher spending patterns, but subsequently reduce customer acquisition spending in the following quarter due to higher than expected claims losses. Customer reductions in marketing and advertising spend have materially and adversely affected our historical operating results, and we are not able to accurately predict the timing or extent of our full recovery from these reductions. We will likely experience similarthe impacts of insurance industry cycles in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects.

Our insurance provider customers can stop participating in our marketplace or reduce or terminate their marketing spend with us at any time without notice. Furthermore, our agreements with these customers do not require them to spend any minimum amount. As a result, we cannot guarantee that insurance providers will continue to work with us, or, if they do, what their advertising volume, pricing or total spend with us will be. For example, we experienced significantly decreased insurance provider marketing spend in 2023 and while we saw improvements in spending patterns inhave 2024, including from our largest carrier customer,improved, not all of our carrier customers have increased their spend in a proportional or significant manner. In addition, we may not be able to attract new insurance providers to our marketplace or increase the amount of revenue we earn from insurance providers over time. If any of our customers decide not to continue to place marketing or advertising on our owned and operated websites or on our third-party publishers’ websites, we could experience a rapid decline in our revenue over a relatively short period of time with little to no notice. Any factors that limit our customers’ marketing or advertising spend with us could have a material adverse effect on our business, financial condition, operating results and cash flows.

Our carrier customers who make subsidy payments to us on behalf of their agents have no obligation to provide such subsidies and may reduce the amount of these subsidies or cease providing them at any time. For example, one of our largest carrier customers discontinued payment of subsidies to us during the fourth quarter of 2023. This carrier resumed payment of certain subsidies in 2024, but there is no assurance that the carrier will continue to make these or any subsidy payments. If our carrier customers reduce the amounts of, or cease providing, such subsidies on behalf of their agents, our agent customers may terminate or reduce the extent of their relationships with us. If agents decide to terminate or reduce their relationships with us as a result of an elimination in subsidies, or for any reason, our revenue would likely be reduced, which could have a material adverse effect on our business, financial condition, operating results and cash flows.

Revenue from our two largest insurance carrier customers was 38% and 11%, respectively, of our revenue for the year ended December 31, 2025. Revenue from our largest insurance carrier customer was 39% of our revenue for the year ended December 31, 2024. Revenue from our two largest insurance carrier customers was 27% and 32% in the aggregate of our revenue for the years ended December 31, 2023 and 2022, respectively. We have no assurances that these carrier customers will continue to purchase from us at their historical levels or at all. We in fact experienced significant decreased levels of purchasing from theseour largest customers in 2023, including a decrease in subsidies by one of our carrier customers. If our largest customercustomers reducesreduce their level of purchases from us or discontinuesdiscontinue their relationshiprelationships with us, the loss could have a material adverse effect on our results of operations in both the short and long term.

Additionally, increased adoption of call-blocking technology may prevent us from reaching consumers that have expressed an interest in getting insurance information. Moreover, telephone carriers and communication platforms have themselves placed restrictions on our ability to call or send text messages to our consumers. Increased government regulation may also restrict our ability to call or text consumers. For example, a recentFederal FCCCommunications Commission, or FCC, regulation that went into effect on July 24, 2024, requires mobile wireless providers to block text messages from telephone numbers flagged by the FCC for allegedly sending unlawful text messages. If calls or text messages to our consumers are blocked, or if insurance providers obtaining data referrals have their calls or text messages blocked due to these call-blocking technologies or restrictions, we may see a significant decrease in referrals, the value of our referrals and the number of data and call referrals we are able to sell to insurance providers, which could materially adversely impact our business.

If the way cookies are used or shared, or the use or transfer of cookiescookies, is restricted by third parties outside of our control or becomes subject to unfavorable legislation or regulation, our ability to develop and provide certain products or services could be affected.

Cybersecurity incidents are increasing in frequency and evolving in nature and include, but are not limited to, installation of malicious software, ransomware, viruses, phishing attacks, denial of service or other attacks, breach by intentional or negligent conduct on the part of employees or third-party service providers including third-party publishers, unauthorized access to data and other electronic security breaches. Additionally, increased risks of cyberattacks or data breaches may result from the use of artificial intelligence, or AI, to launch more automated, targeted and coordinated attacks.attacks or from vulnerabilities inadvertently caused by our or our third-party service providers’ use of AI. Concerns about security increase when we transmit information (including personal data) electronically. Electronic transmissions can be subject to attack, interception, loss or corruption. In addition, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our buyers, sellers and third-party service providers. Although we are not aware of any material information security incidents to date, we have detected common types of attempts to access our information systems and data without authorization, such as phishing. Unauthorized access to our systems or those of our third-party service providers could in the future lead to disruptions in systems, accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential or otherwise protected information (including personal data) and the corruption of data.

We take efforts to protect our systems and data, including establishing internal processes and implementing physical, administrative and technical safeguards designed to provide multiple layers of security, and contract with third-party service providers to take similar steps. However, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminals’ intent to commit cyber-crime, and these efforts may not be successful in preventing, detecting or stopping attacks. The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our partners and third-party service providers, including cloud vendors,vendors and code repositories, could prove inadequate. A breach of our security that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects.

We use and may usefurther incorporate AI and machine learning in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We currently use AI and machine learning in our business, and may incorporate additional AI and machine learning solutions into our platform, product offerings, services and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than we do, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased, our business, financial condition and results of operations may be adversely affected. The use of AI applications has resulted in, and may in the future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues and if our use of AI becomes controversial or harms our insurance provider customers, third-party publishers or consumers, we may experience brand or reputational harm, competitive harm or legal liability. The rapid evolution of AI, including potential government regulation of AI, may require significant resources to develop, test and maintain our platform, offerings, services and features to help us implement AI ethically in order to minimize unintended, harmful impact. Additionally, we may be harmed by the potential release of confidential or proprietary information as a result of the use of AI-based software by employees, vendors, suppliers, contractors, consultants or other third parties. Further, uncertainties exist in case law and regulations regarding intellectual property ownership and license rights, including copyright, of AI output, creating risks with respect to both the ability to adequately protect intellectual property underlying AI systems and software as well as inadvertent infringement. Any of these potential risks could result in a material and adverse effect on our business, financial condition, operating results, cash flows and prospects.

In addition, any indebtedness we incur under our current revolving line of credit will bear interest at a variable rate, which would make us vulnerable to increases in the market rate of interest. If the market rate of interest increases, we would have to pay additional interest, which would reduce cash available for our other business needs. We intend to satisfy any future debt service obligations with our existing cash and cash equivalents. Under ourthe AmendedCredit Loan Agreement with Western Alliance Bank,Agreement, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or financial condition, is an event of default. If an event of default occurs and the lenderLenders acceleratesaccelerate any indebtedness then outstanding, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In such event, we may not be able to make accelerated payments, and the lenderLenders could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets. In addition, the covenants under our existing debt instruments, the pledge of our assets as collateral and the negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing on acceptable terms or at all. Any of these events could have a material adverse effect on our results of operations or financial condition.

NegativeChanging changesregulations regarding the insurance industry in the regulatory environment, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements,past have had in the past,had, and may in the future may have, a material and adverse impact on our revenue, business and growth.

We are subject toIncreased regulation regarding data privacy and security.security may have a material and adverse impact on our revenue, business and growth.

We are or may in the future become subject to state data privacy laws including, but not limited to, the CCPA. The CCPA requiresand other state data privacy laws require covered businesses to, among other things, provide disclosures to Californiathose states’ residents about their data collection, use, sharing and processing practices and, with limited business exceptions, thesuch CCPAlaws affordsafford such individuals various rights with respect to their personal information, including to request deletion of personal information collected about them and to opt-out of certain personal information selling and sharing practices. A number of other states have enacted, or are considering enacting,enacting broad data privacy laws. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose sensitive personal information has been disclosed as a result of a data breach.

WeChanging are subject to regulationregulations regarding telemarketing and text message marketing campaigns.campaigns in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growth.

In connection with our telemarketing campaigns to generate traffic for our customers, we are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the TCPA, which requires prior express written consent for certain types of telemarketing calls. Our efforts to comply with the TCPA have not had a material impact on traffic conversion rates. However, depending on future traffic and product mix, the TCPA could potentially have a material effect on our revenue and profitability, including increasing our and our customers’ exposure to enforcement actions and litigation. TCPA regulations have resulted in increased individual and class action litigation against marketing companies for alleged TCPA violations. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the FCC or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Additionally, we generate inquiries from users that provide a phone number, and a significant amount of revenue comes from calls made by our internal call centers as well as, in some cases, by third-party publishers’ call centers. We also purchase a portion of inquiry data from third-party publishers, including our verified partner network, and cannot guarantee that these third parties will comply with applicable laws and regulations. Any failure by us or the third-party publishers on which we rely for telemarketing, email marketing, and other performance marketing activities to adhere to or successfully implement appropriate processes and procedures in response to existing laws and regulations and changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, our customers may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implementedimplement to comply with the new regulations. These decisions may negatively affect our revenue or profitability.

We are subject to regulationRegulations regarding email marketing campaigns.campaigns may have a material and adverse impact on our revenue, business and growth.

director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee with prescribed duties and a written charter andthat is comprised solely of independent directors; and the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors.

We operate a marketplace to connect insurance providers to a large volume of high-intent, pre-validated consumer referrals that match the insurers’ specific underwriting and profitability requirements. The transparency of our marketplace, as well as the campaign management tools we offer, are designed to make it easy for insurance carriers and third-party agents to evaluate the performance of their marketing spend on our platform and manage their own return on investment. We present consumers with a single starting point for a comprehensive insurance shopping experience where consumers can engage with insurance carriers through multiple channels based on their preferences. Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquiresinquiries sold as referrals to insurance providers.

In the years ended December 31, 2024,2025, 20232024 and 2022,2023, our total revenue was $500.2$692.5 million, $287.9$500.2 million and $404.1$287.9 million, respectively, representing a year-over-year increaseincreases of 38.5% from 2024 to 2025 and 73.7% from 2023 to 2024 and a year-over-year decrease of 28.8% from 2022 to 2023.2024. We had net income of $99.3 million and $32.2 million for the years ended December 31, 2025 and 2024, respectively, and a net loss of $51.3 million for the year ended December 31, 20242023, and nethad losses$94.6 ofmillion, $51.3$58.2 million and $24.4 million for the years ended December 31, 2023 and 2022, respectively, and had $58.2 million, $0.5 million and $5.9 million in adjusted EBITDA for these same periods, respectively. See the section titled “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.

For the years ended December 31, 20242025 and 2023,2024, we derived 89%91% and 79%,89%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry. Furthermore, total revenue from our two largest customers accounted for 38% and 11%, respectively, of our total revenue for the year ended December 31, 2025 and revenue from our largest auto insurance carrier customer was 39% of our revenue for the year ended December 31, 20242024. Business cycles within the auto insurance industry heavily impact our carrier customers’ advertising spend with us, such as the downturn we saw in 2022 and revenue2023, from our two largest customers was 27% in the aggregate of our revenue for the year ended December 31, 2023. In 2023 and 2022,when the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition,premiums, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023. The state of the auto insurance market remains volatile, and while we saw improvements in spending patterns inhave 2024,significantly includingimproved fromsince our2023, largesta carrier customer, not allnumber of our top carrier customers haveremain increasedbelow their spendpeak inhistorical a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases.spend.

Our success also depends on our ability to retain and grow our insurance provider network. Historically, we have generally expanded both the number of insurance providers and the spend per provider on our platform. In the more recent past,However, we have also experienced periods of decreasing carrier spend in the automotive insurance vertical as described above.

Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof. Our business could be affected directly because we operate websites, conduct telephonic and email marketing, and collect, store, share, and use consumer information and other data. Our business also could be affected indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity. For example, on January 26, 2024, the FCC published regulations which, among other things, would have amended the consent requirements of the TCPA by requiring “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers. On January 24, 2025, the United States Court of Appeals for the Eleventh Circuit vacated these amended regulations, which were scheduled to go into effect on January 27, 2025. Also, on June 20, 2025, the Supreme Court of the United States held that the Hobbs Act does not bind district courts in civil enforcement proceedings to an agency’s interpretation of a statute, including the FCC’s interpretation of the TCPA. It remains unclear whether or how government agencies or legislatures will revisit telephone call consent issues.

We define Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, legal settlement expense, restructuring and other charges, acquisition-related costs, interest income and income taxes. Adjusted EBITDA is a non-GAAP financial measure that we present in this Annual Report on Form 10-K to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. Adjusted EBITDA should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP. Adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, Adjusted EBITDA may not necessarily be comparable to similarly titled measures presented by other companies. For further explanation of the uses and limitations of this measure and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non-GAAP Financial Measure.”

Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, general and administrativeadministrative, expenses,legal settlement, restructuring and other charges and acquisition-related costs.

Research and development expense consists primarily of personnel-related costs for software development and product management. We have focused our research and development efforts on improving ease of use and functionality of our existing marketplace platform and developing new offerings and internal tools. We primarily expense research and development costs. Direct development costs related to software enhancements that add functionality are capitalized and amortized as a component of cost of revenue. We expect that research and development expense will increase modestly in 20252026 as compared to 2024.2025.

General and administrative expense consists of personnel-related costs and related expenses for executive, finance, legal, human resources, technical support and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums and payment processing and billing costs. We expect that general and administrative expense will increase modestly in 20252026 as compared to 2024.2025, primarily due to personnel-related costs.

Restructuring and other charges includes costs related to the recent restructuring and our exit offrom the health insurance vertical.vertical Wethat we completed this restructuring and exit from health in 2023.

Adjusted EBITDA. We define adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; legal settlement expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes. The most directly comparable GAAP measure to adjusted EBITDA is net income (loss). We monitor and present in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

Pursuant to the 2023 Amended LoanCredit Agreement, borrowings under the revolvingRevolving line of creditFacility cannot exceed 85% of eligible accounts receivable balances,balances. Outstanding borrowings under the Revolving Facility bear interestinterest, at theour greaterelection, ofat 7.0%a per annum rate equal to (i) an adjusted term secured overnight financing rate for a one-month tenor, or the Term SOFR, plus 2.10% or (ii) the higher of the “prime rate” as publishedquoted in The Wall Street JournalJournal, andthe matureweighted average of the rates on Julyovernight 15,federal 2025.funds transactions with members of the Federal Reserve System plus 0.50%, or Term SOFR plus 1.00%, or the ABR, plus 1.10%. We may elect, from time to time, to convert all or any part of our Term SOFR loans to ABR loans or to convert all or any part of the ABR loans to Term SOFR loans. In an event of default, as defined in the 2023 Amended LoanCredit Agreement, and until such event is no longer continuing, the annual interest rate to be charged wouldwill be the annual rate otherwise applicable to borrowings underat thesuch 2023 Amended Loan Agreementtime plus 5.00%.2.00%.

Borrowings are collateralized by substantially all of our assets and property. Under the 2023 Amended LoanCredit Agreement, we have agreed to certain affirmative and negative covenantscovenants, reporting requirements and other customary requirements to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtednessindebtedness, pay cash dividends, and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the 2023 Amended LoanCredit Agreement and through the maturity date, for any period we aredo required tonot maintain a minimum Adjusted Quick Ratio of 1.101.30 to 1.001.00, defined as the ratio of (1) the sum of (x) unrestricted cash and cash equivalents held at the LenderLenders plus (y) net accounts receivable reflected on our balance sheet (excluding accounts receivable that are more than 90 days past due, intercompany receivables, and receivables subject to dispute) to (2) current liabilities, including all borrowings outstanding under the 2023 Amended LoanCredit Agreement, but excluding the current portion of deferred revenue (in each case determined substantially in accordance with GAAP). At any time, the Adjusted Quick Ratio is less than 1.30 to 1.00 the LenderAgent shall have the ability to use our cash receipts to repay outstanding obligations until such time as the Adjusted Quick Ratio is equal to or greater than 1.30 to 1.00 for two consecutive months. As of December 31, 2024, we were in compliance with these covenants and we had no amounts outstanding under the revolving line of credit.

Prior to 2024, we incurred annual operating losses and we may incur losses in the future. We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under ourthe revolvingCredit line of credit.Agreement. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of common stock under our share repurchase program, purchases of capital equipment to support our growth, sales and marketing activities, impact to our business from our recent restructuring, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. If we do not achieve our revenue goals as planned, we believe that we can reduce our operating costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to significantly curtail our operations in an effort to provide sufficient funds to continue our operations, which could adversely affect our business prospects.

Operating activities provided $66.6$95.4 million and used $2.8$66.6 million of cash during the years ended December 31, 20242025 and 2023,2024, respectively. Cash provided by operating activities in the year ended December 31, 20242025 resulted from our net income of $32.2$99.3 million, partially offset by net non-cash chargesincome of $26.3$2.4 million and net cash providedused by changes in our operating assets and liabilities of $8.1$1.6 million. Net non-cash income included a net increase in deferred taxes of $38.4 million, primarily due to the release of our valuation allowance, partially offset by a litigation accrual settled with the sale of assets of $7.8 million and other non-cash charges of $28.2 million. Net cash providedused by changes in our operating assets and liabilities consisted primarily of a $43.7$13.8 million increase in accounts receivable and a $4.4 million increase in prepaid expenses and other current assets, partially offset by a net $14.8 million increase in accounts payable and accrued expenses and other current liabilities and a $4.9 million decrease in commissions receivable, partially offset by a $40.2 million increase in accounts receivable.liabilities.

Cash usedprovided by operating activities in the year ended December 31, 20232024 resulted from our net lossincome of $51.3$32.2 million, net non-cash charges of $26.3 million and net cash usedprovided by changes in our operating assets and liabilities of $1.7 million, partially offset by net non-cash charges of $50.1 million, which included a loss on sale of health assets of $19.4$8.1 million. Net cash usedprovided by changes in our operating assets and liabilities consisted primarily of a $15.0$43.7 million decreaseincrease in accounts payable and accrued expenses and other current liabilities,liabilities partially offset by an $8.2 million decrease in accounts receivable,and a $4.2$4.9 million decrease in commissions receivablereceivable, andpartially offset by a $1.0$40.2 million decreaseincrease in prepaidaccounts expenses and other current assets.receivable.

Changes in accounts receivable, prepaid expenses and other current assets and accounts payable and accrued expenses and other current liabilities were generally due to level of activity in our business and timing of customer and vendor invoicing and payments. Collection of commissions receivable depends upon the timing of our receipt of commission payments from insurance carriers. A significant portion of our commissions receivable asset is classified as long term.

Net cash used in investing activities was $5.1 million and $4.1 million for the yearyears ended December 31, 2025 and 2024, respectively, consisting of cash used to acquire property and equipment, which included the capitalization of software development costs. Net cash provided by investing activities was $9.4 million forDuring the yearyears ended December 31, 2023,2025 consistingand of2024, cashwe proceedscapitalized from$4.6 themillion saleand of Eversurance LLC of $13.2$2.8 million, partially offset by the acquisitionrespectively, of property and equipment of $3.8 million, which included the capitalization of certain software development costs.

Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our share repurchase program and our contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2025, on file with the Securities and Exchange Commission. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A. Risk Factors,10-Q and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

We operate a marketplace to connect insurance providers to a large volume of high-intent, pre-validated consumer referrals that match the insurers’ specific underwriting and profitability requirements. The transparency of our marketplace, as well as the campaign management tools we offer, are designed to make it easy for insurance carriers and third-party agents to evaluate the performance of their marketing spend on our platform and manage their own return on investment. We present consumers with a single starting point for a comprehensive insurance shopping experience where consumers can engage with insurance carriers through multiple channels based on their preferences. Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquiresinquiries sold as referrals to insurance providers.

In the three months ended MarchJune 31,30, 2026 and 2025, our total revenue was $190.9$195.1 million and $166.6$156.6 million, respectively, representing a year-over-year increase of 14.5%.24.6%. We had net income of $18.7$19.2 million and $8.0$14.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and had $29.3$30.1 million and $22.5$22.0 million in adjustedAdjusted EBITDA for the three months ended MarchJune 31,30, 2026 and 2025, respectively. In the six months ended June 30, 2026 and 2025, our total revenue was $385.9 million and $323.3 million, respectively, representing a year-over-year increase of 19.4%. We had net income of $37.9 million and $22.7 million for the six months ended June 30, 2026 and 2025, respectively, and had $59.4 million and $44.5 million in Adjusted EBITDA for the six months ended June 30, 2026 and 2025, respectively. See the section titled “—Non-GAAP Financial Measure” for information regarding our use of adjustedAdjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.

We believe that our performance and future growth depend on a number of factors that present opportunities for us but also pose risks and challenges, including those discussed below, elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A. Risk Factors, and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

For the threesix months ended MarchJune 31,30, 2026 and 2025, we derived 90%89% and 92%,90%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry. Furthermore, total revenue from our two largest auto insurance carrier customercustomers was 40%35% and 11% of our revenuerevenue, respectively, for the threesix months ended MarchJune 31,30, 2026 and total revenue from our two largest auto insurance carrier customers was 43%39% and 13%12% of our revenue, respectively, for the threesix months ended MarchJune 31,30, 2025. Business cycles within the auto insurance industry heavily impact our carrier customers’ advertising spend with us, such as in 2022 and 2023 when the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023.

We define Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, legal settlement expense, interest income and income taxes. Adjusted EBITDA is a non-GAAP financial measure that we present in this Quarterly Report on Form 10-Q to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. Adjusted EBITDA should not be considered in isolation from, or as an alternative to, measures prepared in accordance with GAAP. Adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. Also, our definition of Adjusted EBITDA may not necessarily be comparabledifferent tothan similarly titled measures presented by other companies.companies, including those in our industry, which may reduce its usefulness as a comparative measure. For further explanation of the uses and limitations of this measure and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non-GAAP Financial Measure”.

Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, general and administrativeadministrative, and legal settlement expense.

We allocate certain overhead expenses, such as rent, utilities, office supplies and depreciation and amortization of general office assets, to cost of revenue and operating expense categories based on headcount. As a result, an overhead expense allocation is reflected in cost of revenue, sales and marketing, research and developmentdevelopment, and general and administrative expenses. Personnel-related costs included in cost of revenue and operating expense categories include wages, fringe benefit costs and stock-based compensation expense.

In addition, other companies may use other measures to evaluate their performance, all of which could reduce the usefulness of adjustedour presentation of Adjusted EBITDA as a tool for comparison.

The following table reconciles adjustedAdjusted EBITDA to net income (loss), the most directly comparable financial measuresmeasure calculated and presented in accordance with GAAP.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

Revenue increased by $24.2$38.5 million from $166.6$156.6 million for the three months ended MarchJune 31,30, 2025 to $190.9$195.1 million for the three months ended MarchJune 31,30, 2026. The increase in revenue was primarily due to an increase of $19.7$32.5 million in our automotive vertical and an increase of $6.0 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals. Revenue also increased in our home and renters vertical by $4.6 million due to an increase in carrier spend for referrals.

Cost of revenue decreased by $1.1$0.5 million from $5.4$4.8 million for the three months ended MarchJune 31,30, 2025 to $4.3$4.4 million for the three months ended MarchJune 31,30, 2026. Cost of revenue decreased primarily due to a decrease of $0.4 million reduction in third-party call center costs and decreases of $0.2 million and $0.1 million in lead verification services and hosting costs, respectively. Amortization of internal-use software also decreased by $0.2 million.costs.

Sales and marketing expense increased by $16.0$26.6 million from $129.4$121.1 million for the three months ended MarchJune 31,30, 2025 to $145.4$147.6 million for the three months ended MarchJune 31,30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $15.2$27.1 million due to an increase in carrier spendspend, andpartially anoffset increaseby a decrease in personnel-related costs of $0.4$0.5 million. Personnel-related costs included stock-based compensation expense of $1.1 million and $2.0 million for the three months ended June 30, 2026 and 2025, respectively.

Research and development expense increased by $1.1$1.7 million from $7.5$7.8 million for the three months ended MarchJune 31,30, 2025 to $8.5$9.4 million for the three months ended MarchJune 31,30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $1.0$1.4 million due primarily to increased headcount.headcount and overall compensation increases, and an increase in technology services costs of $0.3 million.

General and administrative expenses increased by $0.8$1.7 million from $8.4$8.5 million for the three months ended MarchJune 31,30, 2025 to $9.2$10.2 million for the three months ended MarchJune 31,30, 2026. The increase in general and administrative expenses was primarily due to an increase in personnel-related costs of $0.3$0.9 million, an increase in legal fees of $0.7 million and an increase in bank service fees of $0.2 million.

Legal settlement expense was $0.3 million and $8.2 million for the three and six months ended June 30, 2025, respectively. Legal settlement expense for the three months ended MarchJune 31,30, 2025 consisted of $7.9legal expense related to the settlement of $0.4 million, partially offset by a $0.1 million reduction to the litigation accrual. Legal settlement expense for the six months ended June 30, 2025 consisted of the liabilitycosts recordedto forsettle the litigation of $7.8 million and legal expense related to the settlement of litigation$0.4 in connection with a prior acquisitionmillion (see Note 3 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).

Interest income increased fromby $0.7$0.1 million and $0.4 million in the three and six months ended MarchJune 31,30, 20252026 compared to $1.0 million in the three and six months ended MarchJune 31,30, 20262025, respectively, due to an increase in interest earned on our cash balances. Other income (expense), net was not significant for any periods presented.

For the three and six months ended MarchJune 31,30, 2026, we recorded income tax expense of $5.7$5.3 million and $11.0 million related primarily to U.S. federal and state income taxes. Our effective tax rate for the three and six months ended MarchJune 31,30, 2026 varied from the U.S. federal statutory income tax rate primarily due to state income taxes, partially offset by U.S. federal research and development tax credits.

For the three and six months ended MarchJune 31,30, 2025, we recorded income tax expense of $0.7$0.4 million and $1.0 million, consisting primarily of state income taxes. Until the fourth quarter of 2025, we maintained a full valuation allowance against our deferred tax assets.

The increase in variable marketing dollars in the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended June 30, 2025 was due primarily to increased carrier spend. The increase in variable marketing margin for the same period was due to better optimization of our traffic.

As of MarchJune 31,30, 2026, our principal sources of liquidity were cash and cash equivalents of $178.5$192.3 million and up to $60.0 million of availability under our revolving line of credit.

On August 1, 2025, we entered into a new senior secured revolving credit facility, or the Credit Agreement, with Western Alliance Bank, as administrative agent and collateral agent for the lenders, or the Agent, and as a lender itself, and the other lenders party thereto, or collectively, the Lenders. The Credit Agreement provides for a $60.0 million senior secured revolving line of credit. Subject to customary terms and conditions (including the absence of any default or event of default under the Credit Agreement), we shall have the right, from time to time, to request incrementalone or more increases to the revolving commitments in an aggregate amount not to exceed up to $25.0 million during the term of the Credit Agreement. Availability under the Credit Agreement will terminate on August 1, 2028, or the Revolving Commitment Period, and all outstanding revolving loans must be paid on or before such date. We will pay a commitment fee of 0.075% per annum on the average daily unused portion of commitments under the Credit Agreement during the Revolving Commitment Period.

Under the Credit Agreement, we have agreed to certain affirmative and negative covenants, reporting requirements and other customary requirements to which we will remain subject until maturity that may limit our operating flexibility. Specifically, the covenants include limitations on our ability to incur additional indebtedness, pay cash dividends, and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Credit Agreement and through the maturity date, for any period we do not maintain a minimum Adjusted Quick Ratio (as defined in the Credit Agreement) of 1.30 to 1.00, the Agent shall have the ability to use our cash receipts to repay outstanding obligations until such time as the Adjusted Quick Ratio is equal to or greater than 1.30 to 1.00 for two consecutive months. For more information regarding our Credit Agreement, see Note 5 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. As of MarchJune 31,30, 2026, we were in compliance with the terms and conditions of our Credit Agreement.

On July 22, 2025, our board of directors authorized a share repurchase program for up to $50.0 million of our Class A common stock for one year from the board approval date. Share repurchases under the $50.0 million program maywere authorized to be made from time to time on the open market, pursuant to Rule 10b5-1 trading plans, or by other legally permissible means. The share repurchase program doesdid not obligate us to acquire a specific number of shares, and maycould behave been suspended, modified, or terminated at any time, without prior notice. The number of shares to be repurchased will depend on market conditions and other factors. Repurchases under the program are expected to be funded from a combination of existing cash balances and future cash flow. During the threesix months ended MarchJune 31,30, 2026, we repurchased an additional $19.9$29.0 million of Class A common shares under the program.program Asand as of MarchJune 31,30, 2026, $9.1we million remained available for stock repurchases pursuant tocompleted the boardshare authorization.repurchase program.

We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under the Credit Agreement. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of common stock under our share repurchase program, purchases of capital equipment to support our growth, sales and marketing activities, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. If we do not achieve our revenue goals as planned, we believe that we can reduce our operating costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to significantly curtail our operations in an effort to provide sufficient funds to continue our operations, which could adversely affect our business prospects.

In addition, we have an effective universal shelf registration statement on Form S-3 with the Securities and Exchange Commission that permits us to sell up to $150.0 million of any combination of our common stock, preferred stock, debt securities, warrants, rights or units from time to time and at prices and on terms that we may determine. The net proceeds of any securities we sell under this registration statement may be used for general corporate purposes, including among other possible uses, the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures. AtAny issuance of equity securities under this registration statement (or otherwise) may cause dilution to our stockholders. However, at this time, we have no plans to sell any such securities under this registration statement.

The following table shows a summary of our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:

Operating activities provided $23.3$53.9 million in cash during the threesix months ended MarchJune 31,30, 2025,2026, primarily resulting from our net income of $8.0$37.9 million,million and adjusting for net non-cash charges of $6.7$20.6 millionmillion, andpartially offset by net cash providedused by changes in our operating assets and liabilities of $8.6$4.5 million. Net cash providedused by changes in our operating assets and liabilities consisted primarily of a $7.3net $4.2 million net increasedecrease in accounts payable and accrued expenses and other current liabilities, due primarily to the accrual of legal settlement expense of $7.9 million,liabilities and a $1.0$0.9 million decreaseincrease in commissionsaccounts receivable.

Net cash used in investing activities of $1.5$3.1 million and $1.1$2.6 million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, was attributable to the acquisition of property and equipment, which included the capitalization of certain software development costs. During the threesix months ended MarchJune 31,30, 2026 and 2025, we capitalized $1.3$2.7 million and $1.0$2.3 million, respectively, of software development costs.

During the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities was $20.9$29.9 million, primarily due to $19.9$29.0 million used to repurchase common stock under our share repurchase program and $1.1$1.9 million used for tax withholding payments relating to net share settlements.settlements, partially offset by $1.0 million in proceeds received from the exercise of common stock options.

During the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities was $0.7$0.1 million, consisting of proceeds received from the exercise of common stock options of $2.0 million,options, partially offset by tax withholding payments of $1.3 million relating to net share settlements.

Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our share repurchase program and our contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.