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EverQuote, Inc.

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 5, 2025

EVER$28.82-4.9%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0000950170-25-065862

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther Information

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000950170-25-102291

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther Information

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 19 previous paragraphs and 19 current paragraphs.

8 unchanged; 3 reworded; 8 added; 7 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (8)

Current report

Fluctuations in our operating results could reduce our cash flow, or trigger restrictions under our credit agreement, cause use to be unable to repurchase shares under our recently announced share repurchase program, either at all or at the times or in the amounts we desire, and as a result our share repurchase program may not be as beneficial as we would like.

Current report

On July 22, 2025, our board of directors approved a $50.0 million share repurchase program for one year from the board approval date. This program does not require us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time without prior notice. Shares repurchased under the program will be subsequently retired. If our cash flow decreases as a result of decreased revenue, increased expenses, or other uses of cash, we may not be able to repurchase shares of our Class A common stock at all or at times or in the amounts we desire, including under the terms of our credit facility. As a result, the results of any share repurchase program may not be as beneficial as expected.

Current report

If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operations.

Current report

On August 1, 2025, we entered into a new senior secured revolving credit facility with Western Alliance Bank and the other lenders party thereto (collectively, the “Lenders”) providing for a $60.0 million senior secured revolving line of credit, with the right to request an to increase from time to time of up to $25.0 million. This facility replaces the prior $25.0 million revolving line of credit with Western Alliance Bank.

Current report

Borrowing under our revolving line of credit or otherwise, combined with our other financial obligations and contractual commitments, could have significant adverse consequences, including:

Current report

• requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes;

Current report

• subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing (for example, the covenants in the loan and security agreement for our revolving line of credit include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses);

Current report

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 our new credit facility, 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 lenders accelerate 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 lenders 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 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.
Removed paragraphs (7)

Previous report

(a)Purchase and Sale Agreement

Previous report

On May 1, 2025, we contemporaneously entered into and closed a Purchase and Sale Agreement, or the Purchase Agreement, with Tim Presto and Edward Hames, or collectively, the Buyers, pursuant to which we agreed to sell to the Buyers the right to receive certain commissions under the remaining P&C carrier contracts related to our DTC agency and certain related software and obligations related to that commission stream, or the Divested P&C Agency Assets, by selling Parachute Insurance Services Corp. and One Eighty Software, Inc., or collectively, the Parachute Companies, to the Buyers for cash consideration of $0.5 million and entering into a settlement agreement with the Buyers and Mr. McClintock to resolve all disputes and/or claims asserted by Mr. Presto individually and in his capacity as Seller Representative for himself, Mr. Hames and Mr. McClintock and others in the parties’ litigation captioned Presto v. EverQuote, Inc., filed in the Court of Chancery of the State of Delaware.

Previous report

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Previous report

The Purchase Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, the Divested P&C Agency Assets or the Buyers.

Previous report

(b)Western Alliance Bank Loan and Security Modification Agreement

Previous report

On May 1, 2025, we entered into a Loan and Security Modification Agreement, or the 2025 Loan Amendment, with the Lender, which modified the 2023 Amended Loan Agreement between us and the Lender. Pursuant to the 2025 Loan Amendment, the Lender consented to the Purchase Agreement and released its security interests in the Parachute Companies arising under the 2023 Amended Loan Agreement and updated certain other covenants.

Previous report

The foregoing description of the 2025 Loan Amendment is qualified in its entirety by reference to the full text of the 2025 Loan Amendment, which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.
Reworded paragraphs (3)

Previous wording

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent periodic filings with the Securities and Exchange Commission. There has been no material change from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024.

Current wording

In addition to risks and uncertainties in the ordinary course of business that are common to all businesses, important factors that are specific to our industry and company could have a material and adverse impact on our business, financial condition, results of operations and cash flows. You should carefully consider the risk factors set forth in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent periodic filings with the Securities and Exchange Commission. Other than as reflected in the following updated risk factors, there has been no material change from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024:

Previous wording

(c)Rule 10b5-1 Trading Plans

Current wording

Rule 10b5-1 Trading Plans

Previous wording

(1) Mr. Brainard's Rule 10b5-1 Trading Plan provides for the sale of an indeterminable number of shares of common stock from the settlement of restricted stock units (“RSUs”). The shares of common stock is unknown as the number will vary based on the extent to which vesting conditions of the RSUs are satisfied, the market price of the Company’s common stock at the time of settlement and the amount of shares that would otherwise be issuable on each settlement date of a covered RSU that are sold or withheld in an amount sufficient to satisfy applicable tax withholding obligations.

Current wording

(1) Mr. Neble's Rule 10b5-1 Plan provides for the sale of an indeterminable number of shares of common stock from the settlement of restricted stock units (“RSUs”). The shares of common stock is unknown as the number will vary based on the extent to which vesting conditions of the RSUs are satisfied, the market price of the Company’s common stock at the time of settlement and the amount of shares that would otherwise be issuable on each settlement date of a covered RSU that are sold or withheld in an amount sufficient to satisfy applicable tax withholding obligations.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

(2) Ms. Brncic's Rule 10b5-1 Trading Plan provides for the sale of an indeterminable number of shares of common stock from the settlement of RSUs. The shares of common stock is unknown as the number will vary based on the extent to which vesting conditions of the RSUs are satisfied, the market price of the Company’s common stock at the time of settlement and the amount of shares that would otherwise be issuable on each settlement date of a covered RSU that are sold or withheld in an amount sufficient to satisfy applicable tax withholding obligations.