HIT 10-K & 10-Q changes, risk factors and insider trading
Health In Tech, Inc. · Nasdaq · Insurance Agents, Brokers & Service · CIK 2019505 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
Sales of substantial amounts of our shares of Class A Common Stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our shares of Class Asee in full comparisonACommon Stock and could materially impair our ability to raise capital through equity offerings in the future. Resales of our shares ofofClass A Common Stock in the public market by the Selling Shareholder may cause the market price of our shares of Class A Common Stock to decline. As of the date of this Annual Report on Form 10-K,12,369,35813,718,358 shares are freely tradable without restriction or further registration under the Securities Act, and certain shares of Class A Common Stock held by our existing shareholders may also be sold ininthe public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-uplock-upagreements. Weintend to file a registration statementfiled with the SEC an effective registration statement on Form S-8in March 2025 providing for the registration ofregistering shares of our Class A Common Stock issued or reserved for issuance under the 2024 Plan. Subject to the satisfaction of vesting conditions and the expiration of lock-up agreements, shares issued pursuant to or registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of our Class A Common Stock, Class B Common Stock preferred stock or other securities convertible into Class A Common Stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our Class A Common Stock or securities convertible into our Class A Common Stock, including our Class B Common Stock, would dilute your ownership of us, and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A Common Stock.
Full comparison: every changed paragraph (4)
While we generate our revenue primarily from small employers and insurance
carriers, we currently derive substantially all of our business through brokers, TPAs, and other third-party agents who provide referrals.
As a result, the size of our network is critical to our success. We have experienced significant network growth since we commenced operations,
and we believe we have the opportunity to continue grow our network by providing innovation in automation, great client experience, competitive
pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same geographic and insurance
markets.
If the number of members utilizing our platforms decreasesor or
the number
of services to which they subscribe,subscribe decreases, our revenue will decrease.
We developed our platforms backed by third-party technology utilizing
machine learning, which encompasses our primary businesses going forward, in 2017 and 2021, the core platform eDIYBS was fully implemented
in May 2023, and we have a limited operating history. Due to our limited operating history and the rapid growth, we have experienced
since we began operations, there is greater uncertainty in estimating our operating results, and our historical results may not be indicative
of, or comparable to, our future results. In addition, we have limited data to validate key aspects of our business model and to improve
our systems to manage growth. As a relatively new entrant in the markets in which we operate, we have limited experience and are unable
to predict whether we will be able to effectively and consistently provide solutions that are tailored to the budgets of smallbusinesses businessesand
and to the health and other insurance needs of their employees. We cannot provide any assurance that the data we collect from our customers
through application processes, and from data already held by our data analytics service providers, will provide useful measures for evaluating
our business model. Moreover,
we cannot provide any assurance that partnerships or joint ventures we may enter into in the future will
perform as well as historical
partnerships or expectations. Our inability to adequately assess our performance and growth could have
a material adverse effect on our
brand, reputation, business, financial condition, and results of operations.
Sales of substantial amounts of our shares of Class A Common Stock
in the public market, or the perception that these sales could occur, could adversely affect the market price of our shares of Class
A A
Common Stock and could materially impair our ability to raise capital through equity offerings in the future. Resales of our shares
of of
Class A Common Stock in the public market by the Selling Shareholder may cause the market price of our shares of Class A Common Stock
to decline. As of the date of this Annual Report on Form 10-K, 12,369,35813,718,358 shares are freely tradable without restriction or further
registration under the Securities Act, and certain shares of Class A Common Stock held by our existing shareholders may also be sold
in in
the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable
lock-up lock-up
agreements. We intend to file a registration statementfiled with the SEC an effective registration statement on Form S-8 in March 2025 providing for the registration ofregistering shares
of our Class A Common
Stock issued or reserved for issuance under the 2024 Plan. Subject to the satisfaction of vesting conditions
and the expiration of lock-up
agreements, shares issued pursuant to or registered under the registration statement on Form S-8 will
be available for resale immediately
in the public market without restriction. From time to time in the future, we may also issue additional
shares of our Class A Common
Stock, Class B Common Stock preferred stock or other securities convertible into Class A Common
Stock pursuant to a variety
of transactions, including acquisitions. The issuance by us of additional shares of our Class A Common
Stock or securities convertible
into our Class A Common Stock, including our Class B Common Stock, would dilute your ownership of
us, and the sale of a significant
amount of such shares in the public market could adversely affect prevailing market prices of our Class A
Common Stock.
Management's Discussion & Analysis (MD&A)
New heading “Income before income tax expense”
New heading “Critical Accounting Policies and Estimates”
Removed heading “Initial Public Offering”
Removed heading “Income from discontinued operations, net of income taxes”
Removed heading “Income from discontinued operations, net of income taxes”
Largest changes
“In September 2025, the FASB issued ASU 2025-06 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, Intangibles — Goodwill and Other: Internal-Use Software (“ASC 350-40”). The new standard is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is allowed. …”see in full comparison
Full comparison: every changed paragraph (74)
Health in Tech (“HIT”) is an insurance technology platform company, which offers a marketplace that aims to improve processes in the healthcare industry through vertical integration, process simplification, and automation. By removing friction and complexities, we streamline the underwriting, sales and service process for insurance companies, licensed brokers, Managing General Underwriters (MGUs) and TPAs.
Marketplace: We are a health insurance marketplace
where insurance
companies can list various stop-loss policy options for self-funded benefits plans. Licensed brokers registered on our
platform can log
in, upload certain required information, select policy plans, obtain a bindable quote and sell them to smallbusinesses. businesses.
In most cases, our
technology enables us to medically underwrite insurance policies and produce bindable quotes within about two minutes,minutes for small employers
(10-100 employees) and about two weeks for larger employers (exceeding 100 employees), allowing us to deliver an integrated and seamless
sales cycle.
Accessibility and Savings: We make self-funded
benefits plan and stop
loss insurance accessible online for small businesses. We aim to deliver meaningful cost savings for low-risk,
smalllow-risk employers with comparatively
healthy employees through a digital medical underwriting process. We seek to deliver time savings for
employers, brokers, TPAs, and carriers,
by leveraging both external and internally developed technology.
We currently generate most of our revenue from service fees and underwriting
fees, that are associated with customers who purchase self-funded benefits plans and stop loss insurance. These plans are facilitated
through a network of brokers, TPAs, MGUs, carriers, and other third-party agents. These agencies either directly engage our services
or or
provide valuable client referrals. Roscommon Insurance Company (“Roscommon”) and Roscommon Captive Management LLC, the self-insurance
carrier business, previously owned by our Chief Executive Officer, Mr. Tim Johnson, was sold to an unrelated party at the end of
May 2023. This move allows the CEO to dedicate his undivided attention to driving accelerated growth and continuing development within
Health In Tech.
Engaged Amazon Web Services (AWS) Advanced Tier Services Partner Ciklum to accelerate development of Health In Tech’s AI-Driven InsurTech platform.
Appointed former SAP and IBM executive Sri Rajagopalan as Chief Technology Officer to advance AI-driven Enterprise-Grade platform growth.
Appointed five-time founder Zain Hasan as Chief Growth Officer to accelerate revenue growth and scale distribution.
Introduced 100+ Pre-Configured Stop-Loss Self-funded Healthcare plans for employers, streamlining the renewal process and reducing cycle times.
Hosted the inaugural independent hitDavos InsurTech Summit during World Economic Forum Week 2026, driving brand visibility and global leadership engagement across the government, technology, healthcare, and finance sectors.
Initial Public Offering
On December 24, 2024, we completed our initial public offering (the
“IPO”) of 2,300,000 shares of Class A common stock. The total gross proceeds received from the IPO was $9.2 million before deducting
underwriting discounts and commissions.
While we generate our revenue primarily from small employers and insurance
carriers, we currently derive substantially all of our business through brokers, TPAs, and other third-party agents who provide referrals.
As a result, the size of our network is critical to our success. We have experienced significant network growth since we commenced operations,
and we believe we have the opportunity to continue to grow our network by providing superior innovation in automation, great client experience,
competitive pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same geographic
and insurance markets.
Our primary customerscustomer arebase consists of small businesses,business whichwith can10 to 100
employees, and we have anywhere
from 5expanded to 150include businesses with more than 100 employees. Our service fee is billed to such business customers
on a per enrolled employee (EE) per month (PEPM) basis,
which ranges from $2 to $35$50 based on selected services for each small business,— and our generates
underwriting revenue isas a percentage of the monthly
premium paid on a PEPM basis. Accordingly, we use the number of EEs as a key indicator
of our market penetration and growth, as compared
to simply tracking the total number of our business customers, which can vary depending
on the number of employees (and their family)
enrolled at the business customer. The number of EEs is an employment based count, and
not only would include a single employee, but also
an employee’s family (spouse and/or children), if the family is also insured
on the plan.
As of December 31, 2025, the number of enrolled employees reached 22,515, representing a 23% increase from 18,348 in the same period of 2024. This growth reflects strong market demand and the expanded adoption of our self-funded health plan solutions facilitated by continued channel expansion through brokers, TPAs and agencies, and expansion to large employers market.
In 2024, we diversified the stop loss policies offering, by adding
new carriers. By December 31, 2024, 11,937 EEs were covered by A-rated stop-loss policies, representing an increase of 5,563 EEs compared
to 6,374 EEs that were covered by A-rated stop-loss policies as of December 31, 2023. Small businesses that preferred A-rated carriers
generally demonstrated stronger performance and were willing to pay higher program fees for better medical network coverage and enhanced
health benefits. Despite a temporary 14% reduction in employee counts, we achieved a 2% increase in revenues during the year ended December
31, 2024.
Adjusted EBITDA represents our earningsnet fromincome continuing operations
before net interest expense, taxes, and depreciation
taxes and amortization expense, adjusted to eliminate stock-based compensation expense
and publicprovision companyfor readinesscredit costslosses noton deemedother capitalizable. receivables.
Adjusted EBITDA is not a measure calculated in accordance with United States
Generally Accepted Accounting Principles, or GAAP. Please
refer to “Summary Consolidated Financial Data — Adjusted
EBITDA” in this Report for a discussion of
the limitations of adjusted
EBITDA and reconciliations of adjusted EBITDA to income from continuing operations, net of income taxes,income, the most comparable GAAP measurements, respectively,
respectively, for the years ended December 31, 20242025 and 2023.
2024. We exclude certain non-recurring or non-cash items when calculating Adjusted EBITDA,
and we believe this approach provides a more meaningful
measure by offering a clearer view of our underlying operational performance.
While we generate our revenue primarily from small employers and insurance
carriers, we grow our business primarily from offering solutions that streamline sales processes, enhance service delivery, and reduce
the sales cycle duration for TPAs, MGUs, and Brokers. We offer our services through our three subsidiaries. Program services provided
by SMR and MGU activities provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined.
Services provided by HI Card is an optional add-on to our other services, and it cannot be offered on a standalone basis. Brokers that
utilize the program services on behalf of the small employer provided by SMR and MGU activities provided by ICE, are not obligated to utilize
utilize our HI Card service. Currently ICE does not offer underwriting services as a standalone service. In the future, we may consider offering
offering it as a standalone service.
Sales and marketing expenses primarily consist of personnel-related costs including salaries, stock-based compensation expense, benefits and commissions cost for our sales and marketing personnel. Sales and marketing expenses also include the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party for sales and customer acquisition.
Research and development expenses primarily consist of personnel-related
costs, including salariessalaries, stock-based compensation expense and benefits for our research and development personnel. Additional expenses
include costs related to theresearch, software
development, quality assurance,design, and testingpreliminary planning of new technology, andas enhancementwell as routine maintenance of ourits existing platform technology.
platform.
Income from discontinued operations, net of income taxes
At the end of May 2023 (the “Closing Date”), the Company’s
Chief Executive Officer (“CEO”) completed the sale of the Carrier (Roscommon and Roscommon Captive Management Company) for
$500,000. Subsequent to this date, we have had no significant involvement in the operations of Carrier, which is now controlled by an
independent third-party. Beginning in June 2023, Carrier’s historical
financial results for periods prior to the Closing Date have been reflected in our consolidated statements of operations,
retrospectively, as discontinued operations. See “Note 3 — Discontinued Operations” to our
consolidated financial statements included in this report for further detail.
As of December 31, 2025, the balance of cash and cash equivalents was $7,669,754, remaining relatively stable compared to $7,849,248 as of December 31, 2024.
As of December 31, 2024, the balance of cash and cash equivalents increased
by $5,432,898 to $7,849,248, from $2,416,350 as of December 31, 2023. This increase was mainly attributable to $4,093,444 provided by
financing activities. On December 24, 2024, we completed our IPO of 2,300,000 shares of Class A common stock. Please refer to “Liquidity
and Capital Resources” for additional information.
As of December 31, 2024,2025, the balance ofnet accounts receivable
decreased by $588,563
$890,815 to $1,647,103,$756,288, from $2,235,666$1,647,103 as of December 31, 2023.2024. This decrease wasreduction mainly attributableresulted tofrom process
improvements enhancements and the automation
of our accounts receivable (AR) system.process. The accounts receivable turnover period for the year ended
December 31, 20242025 was 2914 days, representing
a 13-day15-day reduction from 4229 days for the year ended December 31, 2023.2024.
Other receivablesreceivables, net
As of December 31, 2025, the net other receivables increased by $2,967,562 to $3,467,814, from $500,252 as of December 31, 2024. This increase was mainly attributable to the purchase of Deferred Administrative Surplus for $3,481,684 on March 18, 2025.
As of December 31, 2024, the balance of other receivables decreased
by $1,180,848 to $500,252, from $1,681,100 as of December 31, 2023. This decrease was mainly attributable to the collection of $1,269,595
from Deferred Administrative Surplus for the year ended December 31, 2024.
As of December 31, 2024,2025, the balance of software increased by $401,076$2,568,433
to $3,962,461,$6,530,894, from $3,561,385$3,962,461 as of December 31, 2023.2024. This increase was mainly attributable to a $927,868$3,469,010 investment in the expansion
of eDIYBS systems and new software
development and a $14,349 increase in completed existing software,development, partially offset by a $541,141$900,577 increase in accumulated amortization
for the year ended
December 31, 2024.2025. The expansion of eDIYBS systems to serve large size employers was completed in September 2025.
As of December 31, 2024,2025, the balance of total liabilities decreasedincreased
by $2,810,605$3,378,435 to $2,599,461,$5,977,896, from $5,410,066$2,599,461 as of December 31, 2023.2024. This decreaseincrease was mainlydriven attributable toby the reduction inhigher accounts
payable and accrued
expenses expenses,reflecting resultingthe expansion of our business scale. Notably, we achieved revenue growth of 71% year over year from afiscal $1,650,000year payment2024
to madefiscal year 2025, which led to higher liabilities in January 2024 for the purchase of Deferred Administrative Surplus,
as well as the full repayment of notes payableline with aoperational $1,650,000 principal upon maturity in September 2024.growth.
As of December 31, 2024,2025, the balance of total stockholders’
equity equity
increased by $7,075,802$3,943,037 to $13,169,028,$17,112,065, from $6,093,226$13,169,028 as of December 31, 2023.2024. This increase was mainly attributable to our
net proceeds
of $5,936,836 from our IPO, after deducting offering costs, underwriting discountsincome and commissions.stock-based compensation. Please refer to our Consolidated Statements
of Changes in Stockholders’ Equity for additional
information.
Comparison of the Years Ended December 31, 20242025 and 20232024
Revenues increased by $13.8 million, or 71.0%, to $33.3 million for the year ended December 31, 2025, from $19.5 million for the year ended December 31, 2024. This growth was primarily driven by continued channel expansion through brokers, TPAs and agencies, and expansion to large employers market.
Total billable enrolled employees increased 23% year over year to 22,515 as of December 31, 2025, compared to 18,348 in the same prior last year.
As the services provided by SMR and ICE are delivered as an interdependent and integrated solution, we evaluate their performance based on the total revenues generated. Revenues from underwriting modeling generated from ICE increased 3.2% to $6.9 million, compared to $6.6 million for the same period in 2024, reflecting expanding adoption of our solutions. Revenues from fees generated from SMR increased 106.1% to $26.5 million, compared to $12.8 million for the same period in 2024. Revenues from fees continue to outpace revenues from underwriting modeling as more employers prioritize higher-quality coverage and enhanced service offerings.
No revenues were generated from HI Card, for the year ended December 31, 2025, compared to $2.99 million for the same period in 2024. The service provided by HI card is an optional. We made strategic decisions to temporarily pause HI Card beta testing and prioritize tech resource to enhance eDIYBS platform which offers integrated services by SMR and ICE and delivers greater financial and process impacts. This disciplined allocation of resources has strengthened our near-term growth trajectory while positioning HI Card for a more robust relaunch. We currently expect to resume HI Card development early in the first quarter of 2026.
Revenues increased by $0.3 million, or 1.8%, to $19.5 million
for the year ended December 31, 2024, from $19.2 million for the year ended December 31, 2023. We took a strategic approach to moderating
growth in order to achieve critical milestones.
In the third quarter of 2024, we developed new healthcare plan products
and established a partnership with a new carrier. We began developing AI-assisted underwriting solutions for mid-sized businesses with
more than 150 employees. In the fourth quarter of 2024, we beta-tested these products for mid-sized employers, which unlocked a significant
expansion in the addressable market.
Revenues from underwriting modeling decreased by
$1.6 million, or 19.2%, for the year ended December 31, 2024, compared to the same period in 2023. This temporary decline was
primarily due to the increased offering of A-rated insurance policies, which resulted in lower underwriting fees.
Despite this decline, revenues from fees increased by $1.9 million,
or 17.5%, over the same period. The growth in revenues from fees was mainly attributable to the higher program fee payments for better
medical network coverage and enhanced health benefits from businesses that purchased A-rated insurance policies, which more than offset
the decline in underwriting revenues.
Cost of revenues increased by $1.7$8.4 million to $4.0$12.4 million
for the year ended December 31, 2024,2025, from $2.3$4.0 million for the year ended December 31, 2023.2024. As a percentage of revenue, cost of
revenues increased to 20.8%37.2% for the year ended December 31, 2024,2025, from 12.0%20.8% for the same period in 2023. This increase was mainly
attributable to $1.4 million in higher cost for channel partner and new captive management fee and a $0.2 million increase in amortization
of software, most of which was completed in May 2023.2024.
The increase was primarily attributable to higher captive management fees related to the new products and new channels launched in July 2024, as we continued to expand our business scale.
The captive management activities involve third-party captive management
companies that assist us in managing relationships with unrelated carriers, their regulators, and auditor firms to ensure that our service
offerings carry minimal risk. Of the $1.4 million increase in captive management activity costs, $0.9 million was attributable to deconsolidation.
Historically, these costs were incurred by our consolidated entity and reflected as discontinued operations. These five-month costs incurred
and reflected in discontinued operations were approximately $0.9 million for the year ended December 31, 2023. The remaining increase
was attributable to adding a new captive management partner related to the new products and new channels launched in July 2024.
Sales and marketing expenseexpenses decreasedincreased by 0.21.0 million to $3.2$4.2 million
for the year ended December 31, 2024,2025, compared to 3.4$3.2 million for the year ended December 31, 2023.2024. As a percentage of revenue, sales
and marketing expenses decreased to3.6% from 16.2% for the year ended December 31, 2024, compared2024 to 17.7%12.6% for the sameyear periodended inDecember 2023.31, 2025.
This reduction
was primarily due to our channel partnership model, which continues to drive revenue growth without the need for a $0.2 million decrease inlarge
in-house sales promotions for products originally designed for small employers, primarily driven
by our strategic shift to diversify offerings by introducing new solutions for mid-sized employers during this period.force.
General and administrative expenses increased by $0.4 million
to $8.5 million for the year ended December 31, 2024, from $8.1 million for the year ended December 31, 2023. As a percentage
of revenue, general and administrative expenses increased to 43.5% for the year ended December 31, 2024, from 42.2% for the same period
in 2023.
Administrative division — The administrative
division mainly represents payroll and benefits expenses incurred related to Executives, Human Resources, Accounting, and Finance related
personnel.
Operations division — The operations division
mainly consists of payrollpayroll, stock-based compensation expense and benefits expenses incurred related to our underwriting, claims management,
operations development, enrollment, nursing and enrollment
strategic program development personnel.
Administrative division — The administrative division mainly represents payroll, stock-based compensation expense and benefits expenses incurred related to Executives, Human Resources, Accounting, and Finance related personnel.
General and administrative expenses increased by $5.2 million to $13.7 million for the year ended December 31, 2025, from $8.5 million for the year ended December 31, 2024. The overall increase in general and administrative expenses for the year ended December 31, 2025 was primarily attributable to the increased expenses associated with being a public company of $3.0 million, including D&O insurance, board compensation, investor relations, media outreach, etc. However, as a percentage of revenue, general and administrative expenses decreased to 41.0% for the year ended December 31, 2025, from 43.5% for the same period in 2024. This decrease was primarily attributable to the improved operating leverage in our operations division, which was partially offset by increased expenses associated with being a public company.
Public company readiness costs not deemed capitalizable — The
public company readiness costs not deemed capitalizable category relates to services provided by our services providers that while related
to our pending initial public offering, are not directly attributable to such pending initial public offering.
The increase in general and administrative expenses for the year
ended December 31, 2024, were primarily attributable to the expansion of our administrative and operations divisions. The
growth in personnel within our in-house operational, claims, and underwriting teams was essential to supporting our expanding
customer base and the rising demand for A-rated insurance policies. Additionally, the expansion of our administrative division
enabled us to handle more tasks internally, contributing to greater operational efficiency and long-term cost optimization.
Offsetting these increases, public company readiness costs not deemed
capitalizable decreased by approximate $1.1 million in 2024, as a significant portion of our public company preparation work was
completed in 2023.
Research and development expenses that are not associated with software developments decreased by $1.2 million to $1.6 million for the year ended December 31, 2025, from $2.8 million for the year ended December 31, 2024. As a percentage of revenue, research and development expenses decreased to 4.7% for the year ended December 31, 2025, compared to 14.4% for the same period in 2024.
The costs associated with software developments that are capitalized increased by $1.7 million to $2.1 million for the year ended December 31, 2025, from $0.4 million for the same period in 2024. During 2025, our IT remained focused on developing new functionalities and features for this next-generation platform. The expansion of systems to serve large size employers was completed in September 2025.
Income before income tax expense
Income before income tax expense increased by $0.8 million to $1.7 million for the year ended December 31, 2025, from $0.9 million for the year ended December 31, 2024. This increase was primarily attributable to our strong revenue growth and disciplined cost management.
Research and development expenses increased by $0.8 million to
$2.8 million for the year ended December 31, 2024, from $2.0 million for the year ended December 31, 2023. As a percentage of
revenue, research and development expenses increased to 14.4% for the year ended December 31, 2024, compared to 10.5% for the same period
in 2023. This increase was primarily attributable to the increase in personnel-related costs related to IT compliance, IT information
security and new product service research and development. We continue to prioritize investments in innovation, including developing
customized features and optimizing our system and service platforms to enhance customer convenience.
Provision for income taxes decreasedincreased by $0.7$0.2 million to $0.2$0.4 million
for the year ended December 31, 2024,2025, from $0.9$0.2 million for the year ended December 31, 2023.2024. ThisThe decreaseincrease in provision for income
taxes was primarilyattributable attributable
to reductionthe in ourincreased income before tax,income whichtaxes, resulted from higher operating expenses mainlyprimarily driven by the increase in headcount to expand
our in-housestrong departments.revenue growth and disciplined cost
management.
Income from discontinued operations, net of income taxes
Income from discontinued operations, net of income taxes, was $1.5 million
for the year ended December 31, 2023. At the end of May 2023, our CEO, Tim Johnson, sold his ownership of a self-insurance carrier
business to an unrelated third-party. As of that date, we had no continuing significant involvement in the operations of the carrier,
and it was controlled by an independent third-party. Accordingly, the profit or loss of the self-insurance carrier business for the year
ended December 31, 2023, is presented as discontinued operations.
Adjusted EBITDA decreasedincreased by $2.5$1.8 million to $2.3$4.1 million
for the year ended December 31, 2024,2025, from $4.8$2.3 million for the year ended December 31, 2023.2024. As a percentage of revenue, adjusted
EBITDA decreasedwas to 11.7%12.3% for the year ended December 31, 2024,2025, fromrepresenting 25.1%a modest increase compared to 11.7% for the same period in 2023.2024.
The Thisincrease decreasein adjusted EBITDA was primarily due
attributable to therobust higherrevenue operating expenses mainlygrowth, driven by thestrong increasedemand infor experiencedour highnew caliberproduct managers.offerings
facilitated by continued channel expansion through brokers, TPAs, and agencies.
What changed in the latest 10-Q
Risk Factors
Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25, 2026, and our subsequent filings with the SEC. In addition to those in our prior filings, the following is an additional risk factor to consider:
Our ability to accurately perform underwriting procedures
Our growth is significantly dependent on our ability to accurately perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.
While our agreements with brokers, TPAs, carriers, MGUs and other third-party agents generally do not necessitate our payment of fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of any carrier, such a failure could cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially affecting our financial standing and market competitiveness.
New heading “Our ability to accurately perform underwriting procedures”
Largest changes
“While our agreements with brokers, TPAs, carriers, MGUs and other third-party agents generally do not necessitate our payment of fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of any carrier, such a failure could cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially affecting our financial standing and market competitiveness.”see in full comparison
“Our growth is significantly dependent on our ability to accurately perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.”see in full comparison
Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25, 2026, and our subsequent filings with the SEC. In addition to those in our prior filings, the following is an additional risk factor to consider:see in full comparison
Full comparison: every changed paragraph (4)
Risk factors that may affect our business and financial results are discussed within Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25, 2026, and our subsequent filings with the SEC. In addition to those in our prior filings, the following is an additional risk factor to consider:
Our ability to accurately perform underwriting procedures
Our growth is significantly dependent on our ability to accurately perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.
While our agreements with brokers, TPAs, carriers, MGUs and other third-party agents generally do not necessitate our payment of fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of any carrier, such a failure could cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially affecting our financial standing and market competitiveness.
Management's Discussion & Analysis (MD&A)
New heading “Pipeline Revenue”
New heading “Comparison of Six months ended June 30, 2026 and 2025”
New heading “Cost of revenues”
New heading “Sales and marketing expenses”
New heading “General and administrative expenses”
New heading “Research and development expenses”
New heading “(Loss) income before income taxes”
New heading “Income tax benefit (expense)”
New heading “Allowance for Credit Losses on Other Receivables”
Removed heading “Recent Developments”
Removed heading “Adjusted EBITDA”
Removed heading “Adjusted EBITDA”
Removed heading “Other receivables”
Removed heading “Adjusted EBITDA”
Largest changes
Full comparison: every changed paragraph (86)
You should read the following discussion of our financial condition
and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere
in this Quarterly
Report on Form 10-Q and with our audited consolidated financial statements included in our Annual Report on Form 10-K
for the year ended
December 31, 2025, as filed with the Securities and Exchange Commission. In addition to our historical condensedconsolidated consolidated
financial information,
the following discussion 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 and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item
1A, “Risk Factors.”
As of June 30, 2026, we had 396 business clients in 38 states, with our services and platforms actively utilized by 629 brokers, 10 Third-Party Administrators (TPAs), and 294 additional third-party agencies. For the first half of 2026, total revenues were $16.8 million, a slight decrease of approximately 3% compared to $17.3 million for the same period in 2025. The decrease was primarily attributable to the onboarding of a new stop-loss insurance carrier, which caused sales delays to later months. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the contractual term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026 and the business volume to recover during the third quarter of 2026 as the transition progresses. The carrier transition also resulted in an increase in the balance of accounts receivable and accounts payable as of June 30, 2026, as further discussed below.
As of March 31, 2026, we had 507 business clients in 38 states, with
our services and platforms actively utilized by 608 brokers, 11 Third-Party Administrators (TPAs), and 277 additional third-party agencies.
In addition, we continued the revenue growth, with revenue up 9% year-over-year in the first quarter of 2026 compared to the same period
in 2025.
Recent Developments
On March 25, 2026, we entered into a securities purchase agreement
for a private investment in public equity financing (the “PIPE”), which closed on March 27, 2026, resulting in gross proceeds
of $7.0 million, before deducting placement agent fees and offering expenses. In connection with the closing of the PIPE, we issued an
aggregate of 5,600,000 shares of Class A Common Stock at a purchase price of $1.25 per share. We intend to use the net proceeds from the
PIPE for sales distribution expansion, technology development, and general corporate purposes.
Contracted Revenue represents the total revenue expected to be generated over the contractual term of self-funded health plan policies placed through our platform. Standard self-funded plan policies generally have a contractual term of 12 months, while our Three-Year Rate Stabilization Program is designed with a 36-month contractual term. Revenue is recognized under U.S. GAAP on a straight-line basis over the policy term, beginning on the policy’s effective date. Accordingly, Contracted Revenue represents revenue that has been contractually secured but has not yet been fully recognized under U.S. GAAP, providing an indication of future revenue expected from existing contracts.
Contracted Revenue totaled $32.3 million for the first half of 2026, of which $17.3 million was recognized as GAAP revenue in the first half of 2026. The remaining $14.0 million and $1.0 million are expected to be recognized as GAAP revenue in the second half of 2026 and in 2027, respectively.
Contracted revenue represents the aggregate gross dollar value of contractually
committed revenue under active policies as of the measurement date that is expected to be recognized in future periods. Our policies are
typically written for terms of 12 months, and revenue is recognized ratably over the life of the policy.
As of March 31, 2026, contracted revenue expected to be recognized
during the remaining three quarters of 2026 totaled $22.9 million.
Contracted revenue provides visibility into future revenue that has
been contractually secured but not yet earned or recognized, and reflects the forward revenue associated with in-force policies.
We use this metric to evaluate the predictability of our revenue base and the growth of our business.
Pipeline Revenue
Pipeline Revenue represents revenue from self-funded plan policies that are being quoted, are in binding status, or have been contracted subsequent to the end of the reporting period. This metric reflects the entire contractual term of the underlying policies, some of which may not ultimately convert to revenue.
As of July 31, 2026, we had approximately $66.3 million Pipeline Revenue, of which $1.9 million was contracted, while the remaining $64.4 million is in the quoting or binding stage.
Platform placedPlaced planPlan valueValue represents the aggregate contractual value
of self-funded health plans with stop-loss insurance (self-funded stop-loss plans) placed through our platform,platform coveringduring the durationfiscal year
ofthrough the plans’applicable contractualfiscal terms.quarter Theend, measured over each plan’s full contractual term isof typically 12 or 36 months from the plan’s
effective date. PPPV reflects the total economic value flowing through the platform, including premium, claim funding, and administrative
fees, and is a measure of platform transaction volume rather than an indication of our own revenue or take rate.
In the first quarterAs of June 30, 2026, the platform placed $82.0$84.0 million of self-funded
self-funded stop-loss plans. These consist of self-funded health plans and bundled stop-loss premiums.
Adjusted EBITDA
Adjusted EBITDA represents our net income (loss) attributable to common
stockholders before net interest
expense, income, taxes and amortization expense, adjusted to eliminate stock-based compensation expense, including
employer payroll taxes related
to stock-based awards.awards, provision for credit losses on other receivables and other non-recurring items.
Adjusted EBITDA is not a measure calculated in accordance with United States Generally Accepted Accounting
Principles, or GAAP. Please
refer to “Results of Operations” in this item for a discussion of the limitations
of adjusted EBITDA and reconciliations
of adjusted EBITDA to net income (loss), attributable to common stockholders, the most comparable GAAP measurements, respectively, for
the three and six months ended MarchJune 31,30, 2026 and 2025. We exclude certain non-recurring or non-cash items when calculating Adjusted EBITDA,
and and
we believe this approach provides a more meaningful measure by offering a clearer view of our underlying operational performance.
Cost of revenues primarily consists of direct costs attributable to
operating its platform and delivering platform-enabled services, many of which vary with the volume of services delivered, (i) infrastructure
costs to
operate our platform, such as hosting fees, fees paid to various third-party partners for access to their technology and services,
and and
amortization expenses of our capitalized internal-use software related to the platform, (ii) costs of plan administrative services
provided provided
by the TPA designated in each pre-designed plan and other vendors assigned to each TPA, and (iii) costs related to the captive
management management
activities. We mainly outsource captive management services and data services from the third-party companies. Our internal
proprietary proprietary
system seeks to consistently improve underwriting and services results through machine learning and data feeds. The captive
management management
activities include introducing new carriers, conducting due diligence on carriers, conducting feasibility studies to determine
the viability
to be a stop-loss carrier on the platform, negotiating terms and contracts, coordinating audit requests, managing relationship
with unrelated
carriers and their regulators and auditor firms to ensure that our risk associated with our service offerings is minimized.
Personnel costs associated with underwriting oversight, claims management, enrollment support and other operational functions are classified
as general and administrative expenses. These employees support the our overall operating platform and service infrastructure across our
portfolio of carrier and employer relationships, rather than performing activities that are directly identifiable to a specific revenue
contract or separately priced service deliverable. See Part II,
“Item 1A. Risk Factors — Risks Related to our Business
and Industry” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 25,
2026 for additional information on the risks
associated with our service offerings.
Sales and marketing expenses primarily consist of (i) costs associated
with expanding the our distribution channels through third-party agents, which are variable and based on policies sold and fees collected,
and (ii) costs related to the internal sales team responsible for onboarding agencies and agents onto the platform. These expenses include
commissions, incentive compensation, salaries and benefits, and other related selling costs. Sales and marketing expenses also include
the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party for sales and
customer acquisition.
General and administrative expenses primarily consist of personnel-related
costs and related expenses for our executives, finance, legal, human resources, technical support, and administrativeoperations personnelpersonnel, as well as
as the costs associated with professional fees for external legal, accounting, and other consulting services, and insurance premiums. Personnel
in the operations division, including those providing underwriting oversight, claims management, enrollment support and other operational
functions, are classified as general and administrative because they support our overall operating platform and service infrastructure
across our portfolio of carrier and employer relationships, rather than performing activities directly attributable to specific revenue
contracts or separately priced service deliverables.
The following table sets forth our condensed consolidated statements
of operations
for the periods presented, both in absolute amount and as a percentage of our total revenues for the periods presented:
Adjusted EBITDA
Condensed Consolidated Balance Sheet Data
As of MarchJune 31,30, 2026, cash and cash equivalents increaseddecreased by $2,655,454$1,154,941
to $10,325,208,$6,514,813, from $7,669,754 as of December 31, 2025. This increasedecrease was mainly attributable to $6,336,832 inthe net cash used in operating
providedactivities, partially offset by financingproceeds activitiesfrom fora private investment in the threePIPE during the six months ended MarchJune 31,30, 2026. On March 27, 2026, we completed a PIPE financing through which
we issued 5,600,000 shares of Class A Common Stock. Please refer to “Liquidity and Capital Resources” for additional
information.
As of MarchJune 31,30, 2026, the net accounts receivable increased by $2,981,359$7,790,019
to $3,737,647,$8,546,307, from $756,288 as of December 31, 2025. This increase was mainly attributable to delayed collections from the launchprior carrier
during the transition period. We expect collections to normalize as the carrier transition is completed in the third quarter of SMR’s self-funded plan
administration service effective January 1, 2026 and the growth in revenues for the three months ended March 31, 2026.
Other receivables
As of March 31, 2026, the net other receivables increased by $860,634
to $4,328,448, from $3,467,814 as of December 31, 2025. This increase was mainly attributable to the amounts due from employees in connection
with statutory tax withholdings on equity awards, to be settled via net settlement arrangements.
As of MarchJune 31,30, 2026, the balance of software increased by $177,667$666,824
to $6,708,561,$7,197,718, from $6,530,894 as of December 31, 2025. This increase was mainly attributable to a $581,134$1,390,611 investment in software development,
partially offset by a $403,467$723,787 increase in accumulated amortization for the threesix months ended MarchJune 31,30, 2026.
As of MarchJune 31,30, 2026, the balance of total liabilities increased by
$1,385,163$4,032,412 to $7,363,059,$10,010,308, from $5,977,896 as of December 31, 2025. This increase was mainly attributable to the growth in accounts payable
and accrued expenses, primarilydriven consistingby ofdelayed $926,011 duepayments to TPAsvendors resulting from the temporary slowdown in connectioncollections from the prior carrier
during the transition period, consistent with SMR’s self-funded plan administration services
launched on January 1, 2026, and $581,686 due to distribution partners for the costs associated with expanding the our distributionback-to-back channels
throughpayment third-party agents.structure.
As of MarchJune 31,30, 2026, the balance of total stockholders’ equity
increased by $4,491,083$2,512,307 to $21,603,148,$19,624,372, from $17,112,065 as of December 31, 2025. This increase was mainly attributable to our net proceeds
of $5,928,120 from our PIPE, after deducting offering costs and placement agent fees. Please refer to our Condensedunaudited Consolidated Statements
of Changes in Stockholders’ Equity for additional information.
Comparison of Three Monthsmonths Endedended MarchJune 31,30, 2026 and 2025
Total revenues for the three months ended June 30, 2026 were $8.1 million, a decrease of 13.5% from $9.3 million in the same period of 2025. The decline was primarily attributable to the onboarding of a new stop-loss insurance carrier, as the operational transition and coordination between new and existing carrier caused temporary delays in sales. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the 12 or 36-month contract term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026.
Total revenues for the three months ended March 31, 2026 reached $8.8
million, up 9.4% from $8.0 million in the same period of 2025. This growth was primarily driven by offering pre-designed self-funded plans
with end-to-end administrative services.
AsAlthough the services provided by SMR and ICE are delivered as an interdependent
and integrated solution,solution and we evaluate their performance based on the total revenues generated.generated, Whilewe revenuesprovide the following breakdown for
transparency. Revenues from underwriting modeling
generated from ICE decreased by $0.9$0.8 million to $1.5$1.3 million, this decline was more than offset by a $1.6 million increase in revenues
from fees generated from SMR, leading to a net increase in theand revenues from thefees
generated integratedfrom solution.SMR decreased by $0.4 million to $6.8 million.
RevenuesThe fromdecrease fees continue to outpacein revenues from underwriting modeling was larger than
the decrease in revenues from fees, as SMR launched the pre-designed self-funded plan administration services effective on January
1, 2026. SMR enhanceenhances its services
to offer pre-designed self-funded plans to employers, leveraging years of experience selecting and
managing the vendors that are essential
to the plan. This new service model provides employers with more streamlined, differentiated and
flexible self-funded plan arrangements.
Cost of revenues increased by $1.6$1.1 million to $4.3$4.1 million for the
three months ended MarchJune 31,30, 2026, from $2.7$3.0 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue, cost of revenues
increased to 48.6%51.3% for the three months ended MarchJune 31,30, 2026, from 33.2%32.3% for the same period in 2025.
Sales and marketing expenses were $2.3$2.2 million for the three months
ended MarchJune 31,30, 2026, more than doubled compared to $1.1$1.2 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue,
sales and marketing
expenses increased to 26.1%27.5% for the three months ended MarchJune 31,30, 2026, compared to 13.6%13.2% for the same period in 2025,
primarily due to
the increase in sales distribution fees with agencies, which drives revenue growth without the need for a large in-house
sales force.
General and administrative expenses increased by $0.2$0.5 million to $3.5$4.3
million for the three months ended MarchJune 31,30, 2026, from $3.3$3.8 million for the three months ended MarchJune 31,30, 2025. The overall increase in
general and administrative expenses was primarily
attributable attributableto a provision for credit losses on other receivables of $0.7 million related to the increasedDeferred expensesAdministrative associatedSurplus, withpartially
offset beingby alower publicoperations company,
includingdivision D&Opersonnel insurance,costs boardresulting compensation,from investorworkforce relations,optimization media outreach, etc.initiatives. As a percentage of revenue, general
and administrative
expenses decreasedincreased to 39.4%53.0% for the three months ended MarchJune 31,30, 2026, from 40.5% for the same period in 2025. This decrease was2025, primarily
attributablereflecting the credit loss provision and temporarily lower revenues due to the improvedoperational operatingtransitioning leverageand readiness of onboarding a
new carrier in ourthe operations division, which was partially offset by increased expenses associated
with being a public company.period.
Research and development expenses increased by $0.4$0.3 million to $0.9
million for the three months ended MarchJune 31,30, 2026, from $0.5$0.6 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue,
research and development expenses increased to 10.5%10.9% for the three months ended MarchJune 31,30, 2026, from 6.7%6.3% for the same period in 2025.
The increase was primarily attributable to our continued investment in technology development, driven by higher personnel costs as we expanded the development team.
TheAs development activities progressed, a greater portion of work during
the three months ended June 30, 2026 was directed toward earlier-stage research and new feature exploration, which does not meet the criteria
for capitalization. Accordingly, the personnel-related costs associated with capitalized software development
decreased by $0.3 million
to $0.2 million for the three months ended MarchJune 31,30, 2026, from $0.5 million for the same period in 2025. The
decrease was primarily attributable to the changes in the composition of development projects. During the three months ended
June March30, 31,
2026, our IT remained focused on developing new functionalities and features for our next-generation platform.
Income(Loss) income before income taxes
Income before income taxes decreased by $2.8$4.1 million to a loss
of $2.1$3.3 million for the three months ended MarchJune 31,30, 2026, from income of $0.7$0.8 million for the three months ended MarchJune 31,30, 2025.
2025. This decrease was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative
service costs associated with the pre-designed self-funded plan administration services launched in January 2026, and distributionincreased fees, which were not incurredinvestment
in thesales, samemarketing periodand intechnology 2025.to support long-term growth.
Provision for income taxes decreased by $0.7$1.0 million to an income tax
benefit of $0.5$0.8 million for the three months ended MarchJune 31,30, 2026, from an income tax expense of $0.2 million for the three months ended
MarchJune 31,30, 2025. The decrease in provision for income taxes was primarily attributable to the loss before income taxes, driven by temporarily
lower revenues due to the onboarding of a new carrier, higher plan
administrative service costscosts, and distributionincreased fees, which were not incurredinvestment in thesales, samemarketing
and period in 2025.technology.
Adjusted EBITDA
Adjusted EBITDA decreased by $2.5$2.9 million to negative $1.3 million
for the three months ended MarchJune 31,30, 2026, from $1.2$1.6 million for the three months ended MarchJune 31,30, 2025. As a percentage of revenue, adjusted
EBITDA decreased to negative 14.7%16.5% for the three months ended MarchJune 31,30, 2026, from 15.3%16.8% for the same period in 2025. The decrease in adjusted
adjusted EBITDA was primarily attributable to temporarily lower revenues due to the onboarding of a new carrier, the plan administrative service
costs costsassociated with the pre-designed self-funded plan administration services launched in January 2026, and distributionincreased fees, which were not incurredinvestment in
thesales, samemarketing periodand intechnology 2025.to support long-term growth.
Comparison of Six months ended June 30, 2026 and 2025
“NM” denotes that the percentage change is not meaningful.
Total revenues for the six months ended June 30, 2026 reached $16.8 million, down 2.9% from $17.3 million in the same period of 2025. The decline was primarily attributable to onboarding of a new stop-loss insurance carrier, as the operational transition and coordination between new and existing carrier caused temporary delays in sales. The onboarding of the new carrier and certain portfolio transfers between carriers were designed to provide greater options and flexibility to employers. Because we recognize revenue ratably over the 12 or 36-month contract term of each policy beginning on its effective date, this represents a timing shift in revenue recognition rather than a reduction in underlying business volume and moving a portion of expected 2026 revenue recognition into 2027. The new carrier was onboarded during the second quarter of 2026, and we expect the transition to be substantially complete by September 2026.
Although the services provided by SMR and ICE are delivered as an interdependent and integrated solution and we evaluate their performance based on the total revenues generated, we provide the following breakdown for transparency. While revenues from underwriting modeling generated from ICE decreased by $1.7 million to $2.7 million, this decline was partially offset by a $1.2 million increase in revenues from fees generated from SMR, resulting in a net decrease of $0.5 million in total revenues from the integrated solution.
Revenues from fees continue to outpace revenues from underwriting modeling as SMR launched the pre-designed self-funded plan administration services effective on January 1, 2026. SMR enhances its services to offer pre-designed self-funded plans to employers, leveraging years of experience selecting and managing the vendors that are essential to the plan. This new service model provides employers with more streamlined, differentiated and flexible self-funded plan arrangements.
Cost of revenues
Cost of revenues increased by $2.7 million to $8.4 million for the six months ended June 30, 2026, from $5.7 million for the six months ended June 30, 2025. As a percentage of revenue, cost of revenues increased to 49.9% for the six months ended June 30, 2026, from 32.7% for the same period in 2025.
The increase was primarily attributable to costs of plan administrative services provided by the TPA and other vendors assigned to each TPA, as we continued to enhance our services and launched the pre-designed plan offerings in January 2026, which gave rise to the related plan administrative costs.
Sales and marketing expenses
Sales and marketing expenses were $4.5 million for the six months ended June 30, 2026, nearly doubled compared to $2.3 million for the six months ended June 30, 2025. As a percentage of revenue, sales and marketing expenses increased to 26.8% for the six months ended June 30, 2026, compared to 13.4% for the same period in 2025, primarily due to the increase in sales distribution fees with agencies, which drives revenue growth without the need for a large in-house sales force.
General and administrative expenses
We bifurcate general and administrative expenses as follows:
Operations division — The operations division mainly consists of payroll, stock-based compensation expense and benefits expenses incurred related to our underwriting, claims management, operations development, enrollment, nursing and strategic program development personnel.
Administrative division — The administrative division mainly represents payroll, stock-based compensation expense and benefits expenses incurred related to Executives, Human Resources, Accounting, Finance and Legal related personnel.
HIT 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 3 filings (2 insiders, 3 trade dates, 41,397 shares, about $37.7K; 1 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -41,397 (purchases minus sales); net value about -$37.7K.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 |
|---|---|---|---|---|---|
| 2026-09-15 | Hasan Zain Syed |
Shares withheld for tax | 4,795 | $0.89 | $4.3K |
| 2026-09-15 | Qian Linlin |
Shares withheld for tax | 33,725 | $0.89 | $30.0K |
| 2026-09-15 | Johnson Tim Donald |
Shares withheld for tax | 63,339 | $0.89 | $56.4K |
| 2026-09-14 | Hayes Timothy |
Open-market sale | 12,000 | $0.89 | $10.7K |
| 2026-09-11 | Hasan Zain Syed |
Open-market sale |
11,667 | $0.92 | $10.7K |
| 2026-09-11 | Hayes Timothy |
Open-market sale | 12,000 | $0.91 | $10.9K |
| 2026-09-09 | Hayes Timothy |
Open-market sale | 5,730 | $0.93 | $5.3K |
| 2026-08-13 | Qian Linlin |
Shares withheld for tax | 28,183 | $1.06 | $29.9K |
| 2026-08-13 | Johnson Tim Donald |
Shares withheld for tax | 46,327 | $1.06 | $49.1K |
| 2026-08-13 | Hasan Zain Syed |
Shares withheld for tax | 4,007 | $1.06 | $4.2K |
| 2026-07-15 | Hasan Zain Syed |
Shares withheld for tax | 4,084 | $1.04 | $4.2K |
| 2026-07-15 | Johnson Tim Donald |
Shares withheld for tax | 47,217 | $1.04 | $49.1K |
| 2026-07-15 | Qian Linlin |
Shares withheld for tax | 28,725 | $1.04 | $29.9K |
| 2026-07-08 | Shrestha Sanjay K |
Grant/award | 18,867 | $1.06 | $20.0K |
| 2026-07-08 | Howard William D. |
Grant/award | 18,867 | $1.06 | $20.0K |
| 2026-07-08 | Hayes Timothy |
Grant/award | 18,867 | $1.06 | $20.0K |
| 2026-06-15 | Hasan Zain Syed |
Shares withheld for tax | 4,045 | $1.05 | $4.2K |
| 2026-06-15 | Johnson Tim Donald |
Shares withheld for tax | 46,768 | $1.05 | $49.1K |
| 2026-06-15 | Qian Linlin |
Shares withheld for tax | 28,451 | $1.05 | $29.9K |
| 2026-05-20 | Lockett Jonathan Del |
Grant/award | 50,000 | — | — |
| 2026-05-14 | Qian Linlin |
Shares withheld for tax | 23,324 | $1.23 | $28.7K |
| 2026-05-14 | Johnson Tim Donald |
Shares withheld for tax | 39,924 | $1.23 | $49.1K |
| 2026-05-14 | Hasan Zain Syed |
Shares withheld for tax | 4,205 | $1.23 | $5.2K |
| 2026-04-15 | Johnson Tim Donald |
Shares withheld for tax | 35,140 | $1.50 | $52.7K |
| 2026-04-15 | Hasan Zain Syed |
Shares withheld for tax | 3,448 | $1.50 | $5.2K |
| 2026-04-15 | Qian Linlin |
Shares withheld for tax | 21,480 | $1.50 | $32.2K |
| 2026-04-15 | Johnson Tim Donald |
Shares withheld for tax | 35,140 | $1.50 | $52.7K |
| 2026-04-10 | Mcstravock John |
Grant/award | 5,000 | — | — |
Well-known investors holding HIT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 176,911 | $178.7K | 0.0% | Added 383% |
| Two Sigma Investments | 2026-06-30 | 52,306 | $75.8K | — | Sold out |