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EverQuote, Inc.

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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.

Sep 30, 2026 · Filed Nov 3, 2026

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

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-04.

0001193125-26-332775

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0001193125-26-445464

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 116 previous paragraphs and 120 current paragraphs.

73 unchanged; 39 reworded; 6 added; 4 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 18 previous and 18 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 (6)

Current report

To support our efforts to enable AI capabilities to drive productivity, marketplace growth and broaden our value to customers, we expect to increase our investments in advertising, people and technology. Accordingly, we expect increased spending in these areas, which may impact operating income, variable marketing dollars, variable marketing margins and Adjusted EBITDA. The timing, amount and benefits of these investments are uncertain and may not result in improved performance or profitability in the timeframe we expect, or at all.

Current report

Adjusted EBITDA excludes other items that we believe are non-recurring or not indicative of our core operating performance;

Current report

We may in the future modify how we calculate Adjusted EBITDA; and

Current report

(1) During the three and nine months ended September 30, 2026, we terminated a multi-year vendor contract for advertising services with a $15.5 million remaining commitment in exchange for a payment of $4.0 million.

Current report

General and administrative expenses increased by $7.2 million from $8.4 million for the three months ended September 30, 2025 to $15.5 million for the three months ended September 30, 2026. General and administrative expenses for the three months ended September 30, 2026 included a $4.0 million vendor contract termination fee for a long-term advertising contract. Other increases in general and administrative expenses included an increase in personnel-related costs of $1.5 million. Personnel-related costs included stock-based compensation expense of $3.7 million and $2.6 million for the three months ended September 30, 2026 and 2025, respectively. Consulting and professional fees also increased by $0.8 million related to strategic initiatives, and legal fees increased by $0.4 million.

Current report

General and administrative expenses increased by $9.7 million from $25.3 million for the nine months ended September 30, 2025 to $34.9 million for the nine months ended September 30, 2026. The increase in general and administrative expenses was primarily due to a $4.0 million vendor contract termination fee for a long-term advertising contract. Personnel-related costs increased by $2.7 million due primarily to overall compensation increases and increased headcount. Personnel-related costs included stock-based compensation expense of $8.9 million and $8.1 million for the nine months ended September 30, 2026 and 2025, respectively. Legal fees and consulting and professional fees also increased by $1.1 million and $0.5 million, respectively, and bank service fees increased by $0.7 million.
Removed paragraphs (4)

Previous report

Adjusted EBITDA excludes legal settlement expense that affects cash available to us;

Previous report

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

Previous report

General and administrative expenses increased by $2.5 million from $16.9 million for the six months ended June 30, 2025 to $19.4 million for the six months ended June 30, 2026. The increase in general and administrative expenses was primarily due to an increase in personnel-related costs of $1.2 million, an increase in legal fees of $0.7 million and an increase in bank service fees of $0.5 million.
Reworded paragraphs (39)

Previous wording

In the three months ended June 30, 2026 and 2025, our total revenue was $195.1 million and $156.6 million, respectively, representing a year-over-year increase of 24.6%. We had net income of $19.2 million and $14.7 million for the three months ended June 30, 2026 and 2025, respectively, and had $30.1 million and $22.0 million in Adjusted EBITDA for the three months ended June 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 Adjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.

Current wording

In the three months ended September 30, 2026 and 2025, our total revenue was $218.1 million and $173.9 million, respectively, representing a year-over-year increase of 25.4%. We had net income of $18.2 million and $18.9 million for the three months ended September 30, 2026 and 2025, respectively, and had $35.5 million and $25.1 million in Adjusted EBITDA for the three months ended September 30, 2026 and 2025, respectively. In the nine months ended September 30, 2026 and 2025, our total revenue was $604.0 million and $497.2 million, respectively, representing a year-over-year increase of 21.5%. We had net income of $56.0 million and $41.6 million for the nine months ended September 30, 2026 and 2025, respectively, and had $94.9 million and $69.5 million in Adjusted EBITDA for the nine months ended September 30, 2026 and 2025, 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.

Previous wording

For the six months ended June 30, 2026 and 2025, we derived 89% and 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 customers was 35% and 11% of our revenue, respectively, for the six months ended June 30, 2026 and total revenue from our two largest auto insurance carrier customers was 39% and 12% of our revenue, respectively, for the six months ended June 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.

Current wording

For the nine months ended September 30, 2026 and 2025, we derived 89% and 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 customers was 35% and 10% of our revenue, respectively, for the nine months ended September 30, 2026 and total revenue from our two largest auto insurance carrier customers was 37% and 11% of our revenue, respectively, for the nine months ended September 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.

Previous wording

Our success depends in part on the growth of our consumer traffic. We have historically increased consumer traffic to our marketplace by expanding existing advertising channels and adding new channels such as by engaging with consumers through our verified partner network. Over the long term, we plan to increase consumer traffic by leveraging the features and growing the data assets of our platform. While we plan to grow consumer traffic, we have the ability to decrease advertising spend when the revenue associated with such consumer traffic does not result in incremental profit to our business or in response to lower demand for consumer referrals. Further, our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals.

Current wording

Our success depends in part on the growth and quality of our consumer traffic. We have historically increased consumer traffic to our marketplace by expanding existing advertising channels and adding new channels such as by engaging with consumers through our verified partner network. We plan to increase consumer traffic by leveraging the features and growing the data assets of our platform, including through the deployment of AI-enabled capabilities. While we plan to grow consumer traffic, we have the ability to decrease advertising spend when the revenue associated with such consumer traffic does not result in incremental profit to our business or in response to lower demand for consumer referrals. To support our efforts to enable AI capabilities to improve the quantity and quality of consumer traffic, we expect to make incremental investments in advertising, personnel and technology services. Our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals.

Previous wording

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 be different than similarly titled measures presented by other 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”.

Current wording

We use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. For our definition and a description of our use of Adjusted EBITDA, its limitations, and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, please see “—Non-GAAP Financial Measure”.

Previous wording

Sales and marketing expense consists primarily of advertising and marketing expenditures as well as personnel-related costs for employees engaged in sales, marketing, data analytics and consumer acquisition functions. Advertising expenditures consist of variable costs that are related to attracting consumers to our marketplace, generating consumer quote requests, including the cost of quote requests we acquire from our verified partner network, and promoting our marketplace to carriers and agents. Advertising costs are expensed as incurred. Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase as we expect increased carrier spend for referrals, which will impact our advertising expenditures.

Current wording

Sales and marketing expense consists primarily of advertising and marketing expenditures as well as personnel-related costs for employees engaged in sales, marketing, data analytics and consumer acquisition functions. Advertising expenditures consist of variable costs that are related to attracting consumers to our marketplace, generating consumer quote requests, including the cost of quote requests we acquire from our verified partner network, and promoting our marketplace to carriers and agents. Advertising costs are expensed as incurred. Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase in 2026 as compared to 2025 as we expect increased carrier spend for referrals, which will impact our advertising expenditures.

Previous wording

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, interest income and income taxes. The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss). We monitor and present in this Quarterly Report on Form 10-Q 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 items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

Current wording

Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense, depreciation and amortization expense, interest income, income taxes and other items that we believe are non-recurring or not indicative of our core operating performance. The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss). We monitor and present in this Quarterly Report on Form 10-Q 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 items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

Previous wording

We use Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude in the calculation of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

Current wording

We use Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude in the calculation of Adjusted EBITDA. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.

Previous wording

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:

Current wording

Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, 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. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), all of which could reduce the usefulness of our presentation of Adjusted EBITDA as a tool for comparison. Some of these limitations are:

Previous wording

Adjusted EBITDA does not reflect income taxes that affect cash available to us; and

Current wording

Adjusted EBITDA does not reflect income taxes that affect cash available to us;

Previous wording

the expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

Current wording

The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies, including those in our industry, may exclude from Adjusted EBITDA when they report their operating results;

Previous wording

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

Current wording

Other companies may use other measures to evaluate their performance.

Previous wording

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

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

(3) See “—Non-GAAP Financial Measure” for information regarding our use of Adjusted EBITDA as a non-GAAP financial measure and a reconciliation of Adjusted EBITDA to its comparable GAAP financial measure.

Current wording

(3) See “—Non-GAAP Financial Measure” for information regarding our use of Adjusted EBITDA as a non-GAAP financial measure and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

Previous wording

Revenue increased by $38.5 million from $156.6 million for the three months ended June 30, 2025 to $195.1 million for the three months ended June 30, 2026. The increase in revenue was due to an increase of $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.

Current wording

Revenue increased by $44.1 million from $173.9 million for the three months ended September 30, 2025 to $218.1 million for the three months ended September 30, 2026. The increase in revenue was due to an increase of $32.7 million in our automotive vertical and an increase of $11.4 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals.

Previous wording

Revenue increased by $62.7 million from $323.3 million for the six months ended June 30, 2025 to $385.9 million for the six months ended June 30, 2026. The increase in revenue was due to an increase of $52.1 million in our automotive vertical and an increase of $10.6 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals.

Current wording

Revenue increased by $106.8 million from $497.2 million for the nine months ended September 30, 2025 to $604.0 million for the nine months ended September 30, 2026. The increase in revenue was due to an increase of $84.9 million in our automotive vertical and an increase of $22.0 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals.

Previous wording

Cost of revenue decreased by $0.5 million from $4.8 million for the three months ended June 30, 2025 to $4.4 million for the three months ended June 30, 2026. Cost of revenue decreased primarily due to a decrease of $0.4 million in third-party call center costs.

Current wording

Cost of revenue decreased by $0.1 million from $4.7 million for the three months ended September 30, 2025 to $4.6 million for the three months ended September 30, 2026. Cost of revenue decreased primarily due to a decrease in third-party call center costs.

Previous wording

Cost of revenue decreased by $1.6 million from $10.2 million for the six months ended June 30, 2025 to $8.6 million for the six months ended June 30, 2026. Cost of revenue decreased primarily due to a decrease of $0.9 million in third-party call center costs and decreases of $0.3 million and $0.2 million in technology services and lead verification services, respectively.

Current wording

Cost of revenue decreased by $1.7 million from $14.9 million for the nine months ended September 30, 2025 to $13.3 million for the nine months ended September 30, 2026. Cost of revenue decreased primarily due to a decrease of $1.0 million in third-party call center costs and decreases of $0.4 million and $0.2 million in technology services and lead verification services, respectively.

Previous wording

Sales and marketing expense increased by $26.6 million from $121.1 million for the three months ended June 30, 2025 to $147.6 million for the three months ended June 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $27.1 million due to an increase in carrier spend, partially offset by a decrease in personnel-related costs of $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.

Current wording

Sales and marketing expense increased by $29.6 million from $135.4 million for the three months ended September 30, 2025 to $165.0 million for the three months ended September 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $31.6 million due to an increase in carrier spend, partially offset by a decrease in personnel-related costs of $1.8 million. Personnel-related costs included stock-based compensation expense of $1.0 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively. Consulting costs also decreased by $0.6 million.

Previous wording

Sales and marketing expense increased by $42.5 million from $250.5 million for the six months ended June 30, 2025 to $293.0 million for the six months ended June 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $42.3 million due to an increase in carrier spend and increases in technology services and consulting services of $0.3 million and $0.2 million, respectively, partially offset by a decrease in amortization of $0.4 million due to the sale of acquired intangible assets as part of the settlement of litigation in 2025.

Current wording

Sales and marketing expense increased by $72.1 million from $385.8 million for the nine months ended September 30, 2025 to $458.0 million for the nine months ended September 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $73.9 million due to an increase in carrier spend and an increase in technology services of $0.7 million, partially offset by decreases of $1.9 million and $0.4 million in personnel-related costs and consulting costs, respectively. Personnel-related costs included stock-based compensation expense of $3.3 million and $5.9 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense also decreased by $0.4 million as we sold the acquired intangible assets as part of the settlement of litigation in 2025.

Previous wording

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

Current wording

Research and development expense increased by $1.1 million from $7.9 million for the three months ended September 30, 2025 to $9.0 million for the three months ended September 30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $0.4 million due primarily to increased headcount and overall compensation increases, and an increase in technology services costs of $0.3 million.

Previous wording

Research and development expense increased by $2.7 million from $15.3 million for the six months ended June 30, 2025 to $18.0 million for the six months ended June 30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $2.4 million due primarily to increased headcount and overall compensation increases and an increase in technology services costs of $0.4 million.

Current wording

Research and development expense increased by $3.8 million from $23.2 million for the nine months ended September 30, 2025 to $27.0 million for the nine months ended September 30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $2.8 million due primarily to increased headcount and overall compensation increases and an increase in technology services costs of $0.7 million.

Previous wording

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 June 30, 2025 consisted of legal 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 costs to settle the litigation of $7.8 million and legal expense related to the settlement of $0.4 million (see Note 3 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).

Current wording

Legal settlement expense was $8.2 million for the nine months ended September 30, 2025. Legal settlement expense for the nine months ended September 30, 2025 consisted of the costs to settle the litigation of $7.8 million and legal expense related to the settlement of $0.4 million (see Note 3 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).

Previous wording

Interest income increased by $0.1 million and $0.4 million in the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, respectively, due to an increase in interest earned on our cash balances. Other income (expense), net was not significant for any periods presented.

Current wording

Interest income increased by $0.2 million and $0.6 million in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively, due to an increase in interest earned on our cash balances. Other income (expense), net was not significant for any periods presented.

Previous wording

For the three and six months ended June 30, 2026, we recorded income tax expense of $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 June 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.

Current wording

For the three and nine months ended September 30, 2026, we recorded income tax expense of $7.0 million and $18.0 million, respectively, related primarily to U.S. federal and state income taxes. Our effective tax rate for the three and nine months ended September 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.

Previous wording

For the three and six months ended June 30, 2025, we recorded income tax expense of $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.

Current wording

For the three and nine months ended September 30, 2025, we recorded an income tax benefit of $0.3 million and an income tax expense of $0.7 million, respectively. We recorded an income tax benefit for the three months ended September 30, 2025 due to the favorable impact of changes to domestic research expensing for tax purposes under the One Big Beautiful Bill Act, which was enacted on July 4, 2025. Income tax expense of $0.7 million for the nine months ended September 30, 2025 consisted primarily of state income taxes as well as federal income taxes for the portion of our taxable income that was not offset by net operating loss and tax credit carryforwards. Until the fourth quarter of 2025, we maintained a full valuation allowance against our deferred tax assets.

Previous wording

The increase in variable marketing dollars in the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 was due primarily to increased carrier spend.

Current wording

The increase in variable marketing dollars in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was due primarily to increased carrier spend.

Previous wording

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

Current wording

As of September 30, 2026, our principal sources of liquidity were cash and cash equivalents of $229.1 million and up to $60.0 million of availability under our revolving line of credit.

Previous wording

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 have the right, from time to time, to request one 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.

Current wording

On August 1, 2025, we entered into a new senior secured revolving credit facility, or as amended, 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 have the right, from time to time, to request one 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.

Previous wording

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 June 30, 2026, we were in compliance with the terms and conditions of our Credit Agreement.

Current wording

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 September 30, 2026, we were in compliance with its covenants and had no amounts outstanding under the Credit Agreement.

Previous wording

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 were 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 did not obligate us to acquire a specific number of shares, and could have been suspended, modified, or terminated at any time, without prior notice. During the six months ended June 30, 2026, we repurchased $29.0 million of Class A common shares under the program and as of June 30, 2026, we completed the share repurchase program.

Current wording

On October 21, 2026, our board of directors authorized a share repurchase program for up to $50.0 million of our Class A common stock, or the 2026 Repurchase Program. Share repurchases under the 2026 Repurchase Program may be made from time to time on the open market, through privately negotiated transactions, pursuant to Rule 10b5-1 trading plans, or by other legally permissible means. The 2026 Repurchase Program does not obligate us to acquire a specific number of shares, can be suspended, modified, or terminated at any time, without prior notice, and does not expire. Repurchases under the program are expected to be funded from a combination of existing cash balances and future cash flow.

Previous wording

We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least 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 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.

Current wording

We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least 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, including increased investment in our AI capabilities, purchases of common stock under the 2026 Repurchase Program, purchases of capital equipment to support our growth, sales and marketing activities, expansion of our business through acquisitions, partnerships or other strategic 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.

Previous wording

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

Current wording

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

Previous wording

Operating activities provided $53.9 million in cash during the six months ended June 30, 2026, primarily resulting from our net income of $37.9 million and adjusting for net non-cash charges of $20.6 million, partially offset by net cash used by changes in our operating assets and liabilities of $4.5 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a net $4.2 million decrease in accounts payable and accrued expenses and other current liabilities and a $0.9 million increase in accounts receivable.

Current wording

Operating activities provided $94.4 million in cash during the nine months ended September 30, 2026, primarily resulting from our net income of $56.0 million and adjusting for net non-cash charges of $33.0 million, and net cash provided by changes in our operating assets and liabilities of $5.3 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $9.8 million increase in accounts payable and accrued expenses and other current liabilities, partially offset by a $4.8 million increase in accounts receivable.

Previous wording

Operating activities provided $48.6 million in cash during the six months ended June 30, 2025, primarily resulting from our net income of $22.7 million and adjusting for net non-cash charges of $22.1 million, including a litigation accrual of $7.8 million, and net cash provided by changes in our operating assets and liabilities of $3.8 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $6.4 million decrease in accounts receivable and a $1.9 million decrease in commissions receivable, partially offset by a $3.3 million decrease in accounts payable and accrued expenses and other current liabilities and an increase of $1.0 million in prepaid expenses and other current assets.

Current wording

Operating activities provided $68.4 million in cash during the nine months ended September 30, 2025, primarily resulting from our net income of $41.6 million and adjusting for net non-cash charges of $29.6 million, including a litigation accrual of $7.8 million, partially offset by net cash used by changes in our operating assets and liabilities of $2.8 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a $6.8 million increase in accounts receivable and a $4.7 million increase in prepaid expenses, partially offset by a $7.2 million increase in accounts payable and accrued expenses and other current liabilities and a decrease of $1.9 million in commission receivable.

Previous wording

Net cash used in investing activities of $3.1 million and $2.6 million for the six months ended June 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 six months ended June 30, 2026 and 2025, we capitalized $2.7 million and $2.3 million, respectively, of software development costs.

Current wording

Net cash used in investing activities of $6.2 million and $3.9 million for the nine months ended September 30, 2026 and 2025, respectively, was primarily attributable to the acquisition of property and equipment, which included the capitalization of certain software development costs. During the nine months ended September 30, 2026 and 2025, we capitalized $4.3 million and $3.4 million, respectively, of software development costs. We also used $1.3 million for a strategic investment during the nine months ended September 30, 2026.

Previous wording

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

Current wording

During the nine months ended September 30, 2026, net cash used in financing activities was $30.5 million, primarily due to $29.0 million used to repurchase common stock under our 2025 share repurchase program and $3.0 million used for tax withholding payments relating to net share settlements, partially offset by $1.5 million in proceeds received from the exercise of common stock options.

Previous wording

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

Current wording

During the nine months ended September 30, 2025, net cash used in financing activities was $20.8 million primarily due to $21.0 million used to repurchase common stock under our 2025 share repurchase program from Link Ventures, which is an entity affiliated with funds advised by David Blundin, the Company's chairman of the board of directors and co-founder, and other affiliated entities of Mr. Blundin. Cash proceeds during the nine months ended September 30, 2025 included proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements.

Previous wording

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

Current wording

Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our 2026 Repurchase Program and contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

Previous wording

There have been no material changes to the contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

There have been no material changes to the contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2025 other than the termination of our five-year purchase commitment for advertising.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

(2) During the nine months ended September 30, 2025, we recorded legal settlement costs related to the settlement of our litigation with the former owners of certain entities acquired in 2021.

Current report — wording carried from elsewhere

Net cash used in financing activities