EverQuote, Inc.

Current report

(2) The trading arrangement was originally adopted on December 4, 2025.

Previous report

Fluctuations in our operating results could reduce our cash flow, or trigger restrictions under our credit agreement and cause us 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.

Previous 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. In August 2025, we repurchased $21.0 million of Class A common shares under the program from an entity affiliated with funds advised by our board chairman and co-founder and other affiliated entities of this individual.

Previous 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.

Previous report

On August 1, 2025, we entered into a new senior secured revolving credit facility with 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.

Previous 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:

Previous 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;

Previous 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);

Previous 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.

Previous report

(a) Repurchase and Lockup Agreements

Previous report

On August 10, 2025, the Company entered into a common stock repurchase agreement (the “Repurchase Agreement”) with Link Ventures LLLP, an entity affiliated with funds advised by David Blundin, the Company's chairman of the board of directors and co-founder of the Company (“Link Ventures”). Pursuant to the Repurchase Agreement, the Company agreed to repurchase 900,000 shares of the Company’s Class A common stock directly from Link Ventures (the “Repurchase”) at a price of $23.33 per share, representing an approximate 1.8% discount to the closing price of the Company’s Class A common stock on August 8, 2025. The Repurchase was consummated on August 11, 2025, and the Company paid an aggregate purchase price of $21.0 million. The Repurchase was made under the Company’s share repurchase program and the repurchased shares were immediately retired.

Previous report

The foregoing description of the Repurchase Agreement is qualified in its entirety by reference to the full text of the Common Stock Repurchase Agreement, listed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference to Exhibit 10.1 to the Amendment No. 9 to Schedule 13D filed with the SEC by David B. Blundin, Recognition Capital, LLC, Link Ventures LLLP, Link Management LLC, Cogo Fund 2020, LLC, Cogo Labs, LLC, and Link Equity Partners, LLC on August 13, 2025.

Previous report

In connection with the Repurchase Agreement, Mr. Blundin and Link Ventures entered into a 180-day lock-up agreement (the “Lock-Up Agreement”) with the Company which restricts the sale or transfer of any of the Company’s shares of capital stock beneficially owned by Mr. Blundin, subject to customary exceptions, including sales pursuant to his previously adopted 10b5-1 trading plan. After 90 days following the closing of the Repurchase, Mr. Blundin may adopt a new 10b5-1 trading plan, so long as such plan does not permit sales during the 180-day lock-up period, and may sell shares in private placements to long-only investors reasonably acceptable to the Company.

Previous report

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the Lock-Up Agreement, listed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference to Exhibit 10.2 to the Amendment No. 9 to Schedule 13D filed with the SEC by David B. Blundin, Recognition Capital, LLC, Link Ventures LLLP, Link Management LLC, Cogo Fund 2020, LLC, Cogo Labs, LLC, and Link Equity Partners, LLC on August 13, 2025.

Previous report — wording carried elsewhere

(2) Mr. Brainard'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.