eHealth, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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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.
Mar 31, 2026 · Filed May 7, 2026
EHTH$0.47-8.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001333493-25-000111
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001333493-26-000027
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 260 previous paragraphs and 218 current paragraphs.
111 unchanged; 66 reworded; 36 added; 74 removed; 9 previous and 5 current paragraphs rearranged.
Tables are not compared: 21 previous and 21 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 (36)
Current report
Entering fiscal 2026, we aligned the organization around a clear strategic framework designed to leverage our core strengths to build a strong foundation for future growth, adapt to a structurally evolving Medicare market and prioritize sustainable operating cash flow generation. In the first quarter of 2026, we initiated the build of our lifetime advisory operating model, which was formally launched in the second quarter of 2026. We released new advisor-facing technology tools that are expected to enhance the beneficiary experience and ultimately, our lifetime advisory operating model is expected to drive increased member lifetime value, improved retention and build on consumer brand recognition and member loyalty for our Medicare segment. As part of this initiative, we are also broadening our ancillary product selection to offer more comprehensive coverage options to consumers. During April of 2026, we expanded our product portfolio with the introduction of final expense insurance, which covers end-of-life insurance and supports our strategic initiative to expand our product and service offerings. In the under 65 market, we are pursuing measured investment in the Individual Coverage Health Reimbursement Arrangement (“ICHRA”) capabilities that we believe will allow us to better serve the employer market and extend our platform to brokers with strong employer relationships.
Current report
During the first quarter of 2026, enrollment volume in our Medicare products was lower than the first quarter of 2025, which was consistent with our expectations and reflective of our decision to reduce demand generation spend and to focus it on our more profitable marketing channels. At the same time, we observed improved estimated constrained lifetime value (“LTVs”) of commissions for all Medicare products as well as improved total acquisition cost per Medicare-equivalent approved member year-over-year. During the first quarter of 2026, we also implemented a company-wide fixed cost expense reduction initiative in which we eliminated approximately 14% of
Current report
our workforce and targeted reductions in vendor spend. While we recognized some cost savings from this initiative during the first quarter of 2026, we expect to deliver greater savings throughout the rest of the fiscal year.
Current report
◦a 23% decline in Medicare Advantage approved members due to a 25% decrease in Medicare Advantage broker of record submissions resulting from an intentional decrease in variable marketing spend;
Current report
◦a 69% decline in Medicare Part D approved members due to the continuous impact of regulatory changes that adversely impacted standalone Medicare Part D plan economics and
Current report
availability, resulting in beneficiaries shifting away from standalone Medicare Part D plans towards Medicare Advantage plans that include prescription drug coverage.
Current report
•a 38% decline in individual and family plan approved members primarily driven by lower qualified health plan approved members following the removal of government subsidies, which both reduced overall demand and drove a partial shift towards non-qualified health plans, along with an overall decline in variable marketing spend;
Current report
•relatively flat ancillary approved members year-over-year primarily due to continued targeted increases in hospital indemnity plan members, which were offset by decreases in short-term, dental and vision plan approved members; and
Current report
•a 14% increase in short-term plans, primarily driven by favorable carrier and contract mix, partly offset by unfavorable cohort mix;
Current report
•a 7% increase in dental plans due to favorable carrier and contract mix and favorable cohort mix;
Current report
•a 3% increase in vision plans due to favorable carrier and contract mix, partially offset by unfavorable retention trends for the first quarter 2026 cohorts compared to the first quarter 2025 cohorts; and
Current report
•a 15% increase in small business plans due to favorable carrier and contract mix.
Current report
•partially offset by a 4% increase year-over-year in an ancillary plan estimated membership primarily driven by an increase in hospital indemnity plan estimated membership.
Current report
Three Months Ended March 31, 2026 and 2025 – Total acquisition cost per MA-equivalent approved member decreased $78, or 10%, during the three months ended March 31, 2026 compared to the same period in 2025, driven by:
Current report
•a $110, or 28%, decrease in variable marketing cost per MA-equivalent approved member primarily due to more disciplined marketing spend, improved marketing channel mix and continued marketing efficiencies from our branding initiatives that enhance lead quality and conversion rates in both our telesales and online unassisted channels;
Current report
◦partially offset by lower overall personnel and compensation costs, primarily driven by fewer benefit advisors and screeners year-over-year, despite retaining benefit advisors to support the launch of our lifetime advisory model in the second quarter of 2026.
Current report
•a $16.5 million, or 18%, decline in commission revenue from the Medicare segment driven by:
Current report
◦lower net adjustment revenue from prior period enrollments, which was $6.8 million during the three months ended March 31, 2026 compared to $8.0 million during the three months ended March 31, 2025; and
Current report
•a $2.6 million, or 29% decrease in commission revenue from the E&I segment primarily driven by:
Current report
◦declines in individual and family plan and dental, short-term and vision plan approved members;
Current report
◦lower constrained LTV of commissions for individual and family plan products, partially offset by improved constrained LTV of commissions for short-term, dental and vision plans; and
Current report
◦lower net adjustment revenue from prior period enrollments, which was $1.2 million during the three months ended March 31, 2026 compared to $2.5 million during the three months ended March 31, 2025.
Current report
Three Months Ended March 31, 2026 and 2025 – Marketing and advertising expenses decreased $15.8 million, or 38%, during the three months ended March 31, 2026 compared to the same period in 2025, driven by a $15.4 million decrease in variable advertising costs as we strategically reduced our overall marketing budget and focused on our higher margin marketing channels.
Current report
These decreases reflect the initial impact from our company-wide fixed cost expense reduction initiative implemented in January of 2026.
Current report
Three Months Ended March 31, 2026 and 2025 – General and administrative expenses decreased $1.8 million, or 10%, during the three months ended March 31, 2026 compared to the same period in 2025, primarily driven by a $1.3 million, $0.9 million and $0.3 million decrease in personnel and compensation costs, stock-based compensation expense and facilities and other operating expenses, respectively, all reflective of the initial impact from our company-wide fixed cost expense reduction initiative implemented in January of 2026, partly offset by an increase of $0.9 million in professional fees.
Current report
◦partially offset by higher constrained LTV of commissions per approved member across all Medicare plans.
Current report
•a $22.4 million decrease in Medicare segment revenue;
Current report
•partially offset by a decrease of $15.0 million in variable marketing and advertising expenses, driven by our intentional decision to decrease marketing spend; and
Current report
•a 38% decline in individual and family plan approved members and lower constrained LTV of commissions per approved members for both qualified and non-qualified health plans;
Current report
•partially offset by an 8% increase in small business plan approved members and an increase in all ancillary plan and small business plan constrained LTV of commissions per approved member.
Current report
Pursuant to an investment agreement dated February 17, 2021 with Echelon Health SPV, LP (“H.I.G.”) (the “H.I.G. Investment Agreement”), we issued and sold 2,250,000 shares of Series A convertible preferred stock (“Series A Preferred Stock”) at an aggregate purchase price of $225.0 million to H.I.G. in a private placement and received $214.0 million net proceeds on April 30, 2021. On December 31, 2025, in connection with our entry into the Revolving Credit Agreement (as defined below), we entered into a first amendment to the H.I.G. Investment Agreement (the “H.I.G. Investment Agreement Amendment”), which amends the H.I.G. Investment Agreement to, among other things, explicitly permit entry into, borrowings under, and refinancing of the Revolving Credit Facility up to the initial $125.0 million in Aggregate Revolving Loan Commitments, as defined in the H.I.G. Investment Agreement Amendment, plus in the case of refinancings, certain additional amounts, and add a liquidity covenant substantially similar to the covenant provided for in the Revolving Credit Facility, with the sole remedy for breach of the liquidity covenant being a 2.00% increase in the paid-in-kind dividend rate. As of March 31, 2026, we have accrued $1.5 million for cash dividends.
Current report
Revolving Credit Facility
Current report
On December 31, 2025, eHealthInsurance Services, Inc. (the “Borrower”), a wholly owned indirect subsidiary of eHealth, Inc., entered into a credit agreement (the “Revolving Credit Agreement”) with CCP Agency, LLC, as agent (the “Agent”), and the lenders party thereto. The Revolving Credit Agreement provides for an asset-based revolving credit facility (the “Revolving Credit Facility”) with aggregate commitments of $125.0 million (the “Aggregate Revolving Loan Commitment”). The Borrower has the ability to request an increase to the Aggregate Revolving Loan Commitment under the Revolving Credit Agreement by an additional amount of up to $50.0 million, provided we receive commitments for such increase and satisfy certain other conditions. The amount available for us to borrow under the Revolving Credit Facility is equal to the lesser of the Aggregate Revolving Loan Commitment and the Borrowing Base, as defined by the Revolving Credit Agreement.
Current report
As of December 31, 2025, we borrowed $125.0 million of revolving loans available under the Revolving Credit Facility. A portion of the proceeds were used to repay in full all obligations outstanding under the term loan credit facility with Blue Torch Finance LLC, and to pay fees and expenses associated with the transactions contemplated by the Revolving Credit Agreement and the H.I.G. Investment Agreement Amendment. The remaining proceeds are being used for working capital and general corporate purposes. The obligations under the Revolving Credit Facility are guaranteed by Amplify Engagement Solutions Insurance Agency, LLC, the direct parent of the Borrower, and certain of the Company’s current and future subsidiaries (collectively, the “Guarantors”) and are secured by a first-priority lien on substantially all assets of the Borrower and the Guarantors, subject to certain carve-outs and exceptions. The Revolving Credit Facility matures in December 2028.
Current report
Borrowings under the Revolving Credit Agreement currently bear interest at the one-month Term SOFR (as defined in the Revolving Credit Agreement, subject to a floor of 2.00% per annum), plus an applicable margin of 6.50% per annum, and, under certain specified circumstances, may be calculated at the base rate (which is the highest of (1) the prime rate on such day, (2) the then-current federal funds rate set by the Federal Reserve Bank of New York, plus 0.50% per annum, (3) the one-month Term SOFR rate published, plus 2.00% per annum, and (4) 3.00% per annum), plus an applicable margin of 5.50% per annum.
Current report
Financial covenants in the Revolving Credit Agreement require that we maintain a maximum total leverage ratio, a minimum unrestricted cash balance and a minimum lifetime value to acquisition cost ratio, each as defined in the Revolving Credit Agreement. Additionally, the Revolving Credit Agreement contains customary affirmative and negative covenants that limit the ability of the Borrower and its subsidiaries or the Guarantors, as applicable, to, among other things: (i) incur additional debt or issue certain preferred stock; (ii) pay dividends, redeem stock, or make other distributions; (iii) make other restricted payments or investments; (iv) grant liens or security interests on assets; (v) transfer or sell assets; (vi) create restrictions on payment of dividends or other amounts; (vii) engage in mergers or consolidations; or (viii) engage in certain transactions with affiliates, in each case, subject to certain carve outs and exceptions. The Revolving Credit Agreement also contains various events of default, such as a default in the performance or observance of any covenant (subject to cure periods and materiality thresholds). Upon the occurrence and during the continuance of an event of default, the Agent is entitled to take various actions, including the acceleration of all amounts due under the Revolving Credit Agreement. There are significant restrictions over eHealth, Inc.’s ability to obtain funds from certain of its subsidiaries through dividends, loans or
Removed paragraphs (74)
Previous report
Our 2025 growth strategy is focused on the scaling of our core Medicare Advantage business and pursuing revenue diversification initiatives, evolving our brand awareness across all products and enrollment channels, and improving member retention on our platform while continuing to evolve our telesales organization, advancing our digital technology leadership, and strengthening and expanding health insurance carrier partnerships.
Previous report
During the first quarter of 2025, we generated strong Medicare Advantage enrollment growth during the Medicare Advantage Open Enrollment Period (“OEP”), maintaining the momentum we built during the most recent Annual Enrollment Period (“AEP”), which was characterized by elevated consumer demand driven by recent Medicare Advantage plan benefit and premium changes, plan cancellations and market exits due primarily to carriers facing higher medical costs and regulatory pressures.
Previous report
During the second and third quarters of 2025, Medicare enrollment volume was lower compared to the same periods in 2024, which was consistent with our expectations. Our typical Medicare enrollment seasonality is heightened this year primarily as a result of the recent regulatory changes to enrollment rules for dual-eligible beneficiaries and those that receive Medicare Part D Low Income Subsidies (“LIS”). Beginning in 2025, the U.S. Centers for Medicare & Medicaid Services removed the special enrollment period that allowed dual-eligible and LIS beneficiaries to enroll in Medicare Advantage plans on a quarterly basis. As these regulatory changes limit eligibility to enroll in or between Medicare Advantage plans outside of the AEP for this large portion of Medicare beneficiaries, we experienced a decline in Medicare Advantage plan submissions during the second and third quarters of 2025. We successfully adjusted to this regulatory change by implementing a more flexible structure in our telesales organization, making it more agile and easier to flex advisor capacity up and down in alignment with anticipated enrollment volumes.
Previous report
We expect to experience another dynamic AEP which will present an opportunity to drive strong consumer demand to our platform as beneficiaries face significant plan changes from Medicare Advantage insurance carriers. At the same time, we plan to focus on preserving our existing book of business through our continued retention efforts. During the third quarter of 2025, we largely completed our preparations for the 2026 AEP. We have achieved our benefit advisor hiring and training goals with a benefit advisor mix that is more tenured relative to last year and have continued to strengthen and expand our brand-driven marketing strategy, including integrating our brand message throughout our omni-channel platform. We have also integrated artificial intelligence (“AI”) across several components of our telephonic enrollment platform, enabling us to utilize AI in assisting beneficiaries during the AEP. Additionally, we are focusing on facilitating seamless transitions between our online and telephonic environments and have continued to expand our customer service and retention team to further improve the overall consumer experience.
Previous report
Additionally, enrollment volume in our Employer and Individual (“E&I”) segment continued to decline during the third quarter of 2025 due to shifts in our marketing channel mix and market conditions. We have experienced a significant decline in volume from certain marketing platforms, such as organic search engine optimization, and have intentionally reduced marketing spend for the E&I segment as a result of declining eligibility and rising premiums in response to the One Big Beautiful Bill Act (“OBBBA”), which was signed into law on July 4, 2025. As part of our diversification efforts, we continue to focus on supporting growth and enhancements for Individual Coverage Health Reimbursement Arrangement (“ICHRA”) opportunities. ICHRA involves business-to-business arrangements that entail building a growth pipeline with brokers and employers, which is expected to result in a longer execution lead time compared to our traditional direct-to-consumer arrangements.
Previous report
Executive Leadership Transition
Previous report
On July 28, 2025, we announced the planned appointment of Derrick Duke as our next chief executive officer. Mr. Duke joined the Company on August 4, 2025 to begin the transition process prior to officially stepping into the chief executive officer role effective September 18, 2025. Fran Soistman served as chief executive officer until September 18, 2025 and remains with the Company as an executive advisor until December 31, 2025 to assist with the transition. Mr. Soistman also continues to serve as a member of the Company’s Board of Directors. On September 18, 2025, the Board of Directors approved the appointment of Mr. Duke as a member of the Board, effective immediately. This leadership change is part of the Company’s long-term succession planning and is intended to ensure continuity in strategic direction and operational execution.
Previous report
•a 27% decline in Medicare approved members, primarily resulting from:
Previous report
◦a 29% decline in Medicare Advantage approved members due to a 29% decrease in Medicare Advantage broker of record submissions as a result of intentionally decreased variable marketing spend in response to the 2025 regulatory changes that reduced the special enrollment period options for dual-eligible beneficiaries, which previously represented a meaningful share of our second and third quarter Medicare Advantage enrollments;
Previous report
◦a 13% decline in Medicare Part D approved members due to the continued shift away from standalone Medicare Part D plans.
Previous report
•a 35% decline in individual and family plan approved members primarily due to a decline in volume from shifts in our marketing channel mix and current market conditions;
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•a 5% increase in ancillary approved members primarily driven by targeted growth in hospital indemnity plans, partially offset by declines in short-term and dental plan approved members; and
Previous report
Nine Months Ended September 30, 2025 and 2024 – Total approved members declined 3% during the nine months ended September 30, 2025 compared to the same period in 2024, driven by:
Previous report
◦a 1% decline in Medicare Advantage approved members due to a 5% decrease in Medicare Advantage broker of record submissions primarily due to decreased volume in the second and third quarters as the result of the 2025 regulations impacting dual-eligible enrollment rules, partially offset by increased consumer demand during the Medicare Advantage OEP in the first quarter of 2025 as well as improved online unassisted conversion rates year-over-year;
Previous report
◦a 41% decline in Medicare Supplement approved members, primarily caused by the shift—beginning in the second quarter of 2024—of some Medicare Supplement broker of record arrangements to fee-based arrangements within our Amplify platform, which are not reflected as approved members; and
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◦a 19% decline in Medicare Part D approved members due to the continued shift away from standalone Medicare Part D plans.
Previous report
•a 28% and 12% decline in individual and family plan and small business health insurance plan approved members, respectively, primarily due to a decline in volume from shifts in our marketing channel mix and current market conditions; and
Previous report
•a 13% increase in ancillary approved members primarily due to a targeted increase in hospital indemnity plan members and an increase in vision plan approved members, partially offset by declines in short-term and dental plan approved members.
Previous report
•a 24% decrease in short-term plans, primarily driven by unfavorable retention assumptions year-over-year as a result of the regulatory change that decreased term limits for short-term health plans;
Previous report
•a 6% increase in dental plans due to favorable retention assumptions for third quarter 2025 cohorts compared to the third quarter 2024 cohorts; and
Previous report
•a 2% increase in small business plans due to favorable carrier and contract mix.
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•a 3% decline year-over-year in Medicare estimated membership, primarily due to a decrease in approved applications for all Medicare products, and
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Three Months Ended September 30, 2025 and 2024 – Total acquisition cost per MA-equivalent approved member increased $233, or 19%, during the three months ended September 30, 2025 compared to the same period in 2024, driven by:
Previous report
◦slightly offset by lower overall personnel and compensation costs, including cost savings as a result of our more flexible telesales organization structure which allows us to adjust capacity more efficiently to match the Medicare business seasonality.
Previous report
•a $22, or 4%, increase in variable marketing cost per MA-equivalent approved member primarily due to:
Previous report
◦the decline in the number of Medicare Advantage approved members driven by the dual-eligible regulations that became effective in 2025;
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◦partially offset by an intentional reduction in spend during a lower volume quarter as a result of the dual-eligible regulations that became effective in 2025, a more favorable marketing channel mix and continued marketing efficiencies as our brand continues to scale, enabling enhanced lead quality, and improved conversion rates in our online unassisted channel.
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•a $1.1 million, or 22%, decrease in our E&I segment commission revenue driven by:
Previous report
◦lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and short-term health plans, slightly offset by higher constrained LTV of commissions per approved member for dental and small business plans; and
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◦a 35% decline in individual and family plan approved members, partially offset by a 5% and 8% increase in ancillary and small business insurance plan approved members, respectively.
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•a $0.1 million increase in our Medicare segment commission revenue driven by:
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◦higher net adjustment revenue from prior periods enrollments, which was $12.1 million during the three months ended September 30, 2025 compared to $1.1 million during the same period in 2024; and
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◦partially offset by an overall 27% decrease in Medicare plan approved members, as well as a decrease in constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D prescription plan approved members.
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Other revenue decreased $3.5 million, or 35%, during the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a $2.7 million decrease in sponsorship and advertising revenue.
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Nine Months Ended September 30, 2025 and 2024 – Commission revenue increased $14.9 million, or 8%, during the nine months ended September 30, 2025 compared to the same period in 2024 due to:
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•a $20.6 million, or 13%, increase in our Medicare segment commission revenue driven by:
Previous report
◦higher net adjustment revenue from prior periods, which was $39.1 million during the nine months ended September 30, 2025 compared to $12.8 million during the same period in 2024; and
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•a $5.7 million, or 27%, decrease in our E&I segment commission revenue driven by:
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◦a 28% and 12% decline in individual and family plan and small business plan approved members, respectively;
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◦lower constrained LTV of commissions per approved member for qualified health plans, non-qualified health plans and short-term health plans; and
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Reworded paragraphs (66)
Previous wording
We are a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and related options, when, where, and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services online, by telephone with a licensed insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide. Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.
Current wording
We are a leading private health insurance marketplace with a technology and service platform that provides consumer engagement, education and health insurance enrollment solutions. Our mission is to expertly guide consumers, or beneficiaries, through their health insurance enrollment and related options, when, where, and how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from competitors and enables consumers to use our services through our self-service online platform, by telephone with a licensed and trained insurance agent, or benefit advisor, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, family, small business and other ancillary health insurance products from over 180 health insurance carriers nationwide, including approximately 50 Medicare health insurance carriers. Our plan recommendation tool curates this broad plan selection by analyzing consumer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce consumers and our benefit advisors. We strive to be the most trusted, unbiased, transparent partner to consumers in their journeys through the health insurance market.
Previous wording
•a 4% decline in Medicare approved members, primarily as a result of:
Current wording
•a 24% decline in Medicare approved members, primarily as a result of:
Previous wording
◦a 3% decline in Medicare Supplement approved members primarily driven by an intentional decrease in variable marketing spend, partially offset by a 6% increase in Medicare Supplement broker of record submissions compared to the same period last year; and
Current wording
◦a 2% decline in Medicare Supplement approved members, primarily due to an intentional decrease in variable marketing spend, partially offset by the approval timing of certain applications that were submitted in the fourth quarter of 2025; and
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•an 8% increase in small business health insurance approved members primarily due to an increase in average group size for existing plans.
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•an 8% increase in small business health plan approved members primarily driven by an intentional increase in variable marketing spend toward employer plans.
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•a 2% decrease in Medicare Advantage plans, primarily due to a decline in the ratio of approved members who became paying members, partially offset by favorable carrier and contract mix;
Current wording
•a 3% increase in Medicare Advantage plans, primarily due to favorable carrier and contract mix;
Previous wording
•a 33% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix, favorable retention assumptions for the third quarter 2025 cohorts compared to the third quarter 2024 cohorts and a decrease in the constraint from 9% to 4% due to observed LTV trends;
Current wording
•a 19% increase in Medicare Supplement plans, primarily due to favorable carrier and contract mix, a decrease in the constraint from 9% to 4% due to observed LTV trends, favorable retention assumptions for the first quarter 2026 cohorts compared to the first quarter 2025 cohorts and an increase in the ratio of approved members who became paying members, partly offset by an unfavorable cohort mix;
Previous wording
•a 24% decrease in Medicare Part D plans, primarily driven by unfavorable carrier and contract mix;
Current wording
•a 78% increase in Medicare Part D plans, primarily driven by favorable carrier and contract mix;
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•a 4% decrease in non-qualified health plans, primarily due to unfavorable retention trends for the third quarter 2025 cohorts compared to the third quarter 2024 cohorts;
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•a 5% decrease in non-qualified health plans, primarily due to unfavorable carrier and contract mix, unfavorable retention trends for the first quarter 2026 cohorts compared to the first quarter 2025 cohorts and a decline in the ratio of approved members who became paying members;
Previous wording
•a 14% decrease in qualified health plans, primarily due to an increase in the constraint from 4% to 10% due to observed unfavorable retention trends as well as unfavorable carrier and contract mix;
Current wording
•a 15% decrease in qualified health plans, primarily due to an increase in the LTV constraint from 4% to 10% due to observed unfavorable retention trends, unfavorable carrier and contract mix and unfavorable retention trends for the first quarter 2026 cohorts compared to the first quarter 2025 cohorts;
Previous wording
Health insurance carriers bill and collect insurance premiums paid by our members. The carriers do not report to us the number of members that we have as of a given date. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier or notifying the carrier directly and do not inform us of the cancellation. Also, some of our members pay their premiums less frequently than monthly. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who are active on insurance policies as of a specified date.
Current wording
Health insurance carriers bill and collect insurance premiums paid by our members. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier or notifying the carrier directly and do not inform us of the cancellation. Therefore, we depend on carriers and others for membership data. Many carriers do not directly report member cancellations to us and thus we must infer cancellations from commission reports that carriers provide by analyzing whether member premium payments to the carrier have ceased for a period of time. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, especially as some of our members pay their premiums less frequently than monthly, we estimate the number of members who are active on insurance policies as of a specified date.
Previous wording
After we have estimated membership as of a specified date, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in historical membership as compared to our initial estimates, while we keep the prior period data consistent with previously reported amounts, we may provide the updated information in other communications or disclosures. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next, making it difficult for us to determine with any certainty the impact of current conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.
Current wording
After we have estimated membership as of a specified date, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in historical membership as compared to our initial estimates, while we keep the prior period data consistent with previously reported amounts, we may provide the updated information in other communications or disclosures. As a
Previous wording
September 30, 2025 compared to September 30, 2024 – Total estimated membership declined 4% as of September 30, 2025 compared to September 30, 2024 due to:
Current wording
March 31, 2026 compared to March 31, 2025 – Total estimated membership declined 8% as of March 31, 2026 compared to March 31, 2025 primarily due to:
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•a 17% and 11% decline year-over-year in individual and family plan and small business plan estimated membership, respectively, primarily due to a decrease in approved applications and unfavorable retention trends in individual and family plans.
Current wording
•a 10%, 19% and 16% decline year-over-year in Medicare plan, individual and family plan and small business plan estimated membership, respectively, primarily as a result of fewer approved applications and heightened market volatility;
Previous wording
We calculate and evaluate the customer care and enrollment (“CC&E”) cost per approved member and the variable marketing cost per approved member. We incur CC&E expenses in assisting applicants during the enrollment process. Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. Variable marketing costs represent costs incurred in member acquisition from our direct marketing and marketing partner channels. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.
Current wording
Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. We calculate and evaluate the customer care and enrollment (“CC&E”) expense per approved member and the variable marketing cost per approved member. We incur CC&E expenses in assisting applicants during the enrollment process. Variable marketing costs represent costs incurred in member acquisition from our direct marketing and marketing partner channels. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.
Previous wording
acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent approved members, and for IFP Plans, we call this derived metric IFP-equivalent approved members. The calculations for MA-equivalent approved members and for IFP-equivalent approved members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from period to period, the weight given to each product was determined based on their relative LTVs at the time of our adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
Current wording
The numerator used to calculate each member acquisition metric discussed above is the portion of the respective operating expenses for CC&E and marketing and advertising that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent approved members, and for IFP Plans, we call this derived metric IFP-equivalent approved members. The calculations for MA-equivalent approved members and for IFP-equivalent approved members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the period, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from period to period, the weight given to each product was determined based on their relative LTVs at the time of our adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.
Previous wording
The following table shows the CC&E cost per approved member and the variable marketing cost per approved member for the periods presented:
Current wording
The following table shows the CC&E cost per approved member and variable marketing cost per approved member metrics for the periods presented below:
Previous wording
•a $211, or 29%, increase in CC&E cost per MA-equivalent approved member primarily due to:
Current wording
•partially offset by a $32, or 9%, increase in CC&E cost per MA-equivalent approved member primarily due to:
Previous wording
◦the decline in the number of Medicare Advantage approved members driven by the dual-eligible regulations that became effective in 2025;
Current wording
◦a decline in the number of Medicare Advantage approved members driven by our intentional decrease in variable marketing spend;
Previous wording
Three Months Ended September 30, 2025 and 2024 – Total acquisition cost per IFP-equivalent approved member increased $60, or 13%, during the three months ended September 30, 2025 compared to the same period in 2024, driven by:
Current wording
Three Months Ended March 31, 2026 and 2025 – Total acquisition cost per IFP-equivalent approved member increased $67, or 22%, during the three months ended March 31, 2026 compared to the same period in 2025, driven by:
Previous wording
•a $74, or 21%, increase in CC&E cost per IFP-equivalent approved member due to the overall decline in individual and family plan and short-term plan approved members; and
Current wording
•a $94, or 50%, increase in CC&E cost per IFP-equivalent approved member due to the overall decline in individual and family plan and short-term plan approved members; and
Previous wording
•a $14, or 12%, decrease in variable marketing cost per IFP-equivalent approved member, primarily driven by lower variable marketing spend year-over-year.
Current wording
•a $27, or 23%, decrease in variable marketing cost per IFP-equivalent approved member, primarily driven by our intentional decrease in variable marketing spend year-over-year.
Previous wording
Three Months Ended September 30, 2025 and 2024 – Commission revenue decreased $1.0 million, or 2%, during the three months ended September 30, 2025 compared to the same period in 2024 due to:
Current wording
Three Months Ended March 31, 2026 and 2025 – Commission revenue decreased $19.1 million, or 19%, during the three months ended March 31, 2026 compared to the same period in 2025 due to:
Previous wording
◦partially offset by an overall 4% decrease in Medicare plan approved members, specifically driven by 41% decline in Medicare Supplement plan approved members.
Current wording
◦a 23% and 2% decline in Medicare Advantage and Medicare Supplement plan approved members, respectively, partially offset by a 54% increase in hospital indemnity plan approved members;
Previous wording
◦partially offset by a decrease in approved members across all Medicare products and a decrease in constrained LTV of commissions per approved member for Medicare Advantage and Medicare Part D prescription plans.
Current wording
◦partially offset by improved constrained LTV of commissions per approved member across all Medicare products.
Previous wording
•a $6.5 million decrease in variable marketing and advertising expenses;
Current wording
Other revenue decreased $6.0 million, or 42%, due to a $6.5 million decline in sponsorship and advertising revenue, partially offset by a $0.5 million increase in fee-based and other revenue.
Previous wording
Three Months Ended September 30, 2025 and 2024 – Customer care and enrollment expenses decreased $2.5 million, or 6%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily due to a $3.3 million decrease in personnel and compensation costs, partly offset by a $1.0 million increase in other operating expenses due to higher consulting costs. The decline in personnel and compensation costs was due to the implementation of a more flexible structure in our telesales organization to adjust for anticipated enrollment volumes, partially offset by costs associated with a more tenured benefit advisor group and an increased number of retention advisors ahead of the 2026 AEP.
Current wording
Three Months Ended March 31, 2026 and 2025 – Customer care and enrollment expenses decreased $4.9 million, or 13%, during the three months ended March 31, 2026 compared to the same period in 2025, primarily due to a $5.5 million decrease in personnel and compensation costs due to lower headcount, reflecting our strategic decision to reduce benefit advisor spend as we planned for lower investment in member acquisition activities, partly offset by a $0.6 million increase in other operating expenses due to higher consulting and software costs.
Previous wording
Nine Months Ended September 30, 2025 and 2024 – Technology and content expenses decreased $2.9 million, or 7%, during the nine months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $1.9 million decrease in amortization of internally developed software, a $1.6 million decrease in personnel and compensation costs and a $0.6 million decrease in stock-based compensation expense, partially offset by an increase of $1.2 million in other operating costs, particularly consulting expenses.
Current wording
Three Months Ended March 31, 2026 and 2025 – Technology and content expenses decreased $1.3 million, or 10%, during the three months ended March 31, 2026 compared to the same period in 2025, primarily driven by a $0.7 million decrease in amortization of internally developed software, a $0.4 million decrease in stock-based compensation expense and $0.3 million decrease in other operating costs, particularly consulting expenses.
Previous wording
General and administrative expenses include compensation and benefits costs for personnel working in our executive, finance, investor relations, government affairs, legal, compliance, human resources, facilities and internal
Current wording
General and administrative expenses include compensation and benefits costs for personnel working in our executive, finance, investor relations, government affairs, legal, compliance, human resources, facilities and internal information technology departments. These expenses also include fees paid for outside professional services, including audit, tax, legal, government affairs and information technology fees.
Previous wording
Three Months Ended September 30, 2025 and 2024 – We incurred $0.5 million in impairment, restructuring and other charges for the three months ended September 30, 2025 compared to $0.1 million for the same period in 2024. The charges in 2025 consisted of $0.5 million of pre-tax operating lease right-of-use asset impairment charges related to certain vacated leased office spaces. The charges in 2024 consisted of $0.1 million of restructuring charges which were primarily related to employee termination benefits as a result of continued cost reduction efforts since the beginning of 2024.
Current wording
Three Months Ended March 31, 2026 and 2025 – We incurred $6.4 million of impairment, restructuring and other charges for the three months ended March 31, 2026 compared to no impairment, restructuring and other charges for the same period in 2025. The $6.4 million of restructuring charges recognized during 2026 were related to employee termination benefits resulting from a workforce reduction of approximately 14% across the organization, implemented as part of cost reduction efforts to support our strategic initiatives.
Previous wording
Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our Credit Agreement. See Note 12 – Debt in our Notes to Condensed Consolidated Financial Statements for additional information. Our interest expense is summarized as follows (dollars in thousands):
Current wording
Interest expense primarily consists of interest expense and amortization of debt issuance costs related to our credit facilities. See Note 12 – Debt in our Notes to Condensed Consolidated Financial Statements for additional information. Our interest expense is summarized as follows (dollars in thousands):
Previous wording
Three Months Ended September 30, 2025 and 2024 –Interest expense decreased by $0.5 million, or 17%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $0.3 million decrease in debt interest expense as a result of lower interest rates.
Current wording
Three Months Ended March 31, 2026 and 2025 –Interest expense increased by $1.4 million, or 52%, during the three months ended March 31, 2026 compared to the same period in 2025, primarily driven by a $1.1 million increase in debt interest expense as a result of higher outstanding debt principal balance following the our entry into a new asset-based revolving credit facility on December 31, 2026.
Previous wording
Three Months Ended September 30, 2025 and 2024 – Other income, net, was $1.0 million during the three months ended September 30, 2025, compared to other income, net, of $1.7 million during the three months ended September 30, 2024. The change was primarily due to a $0.8 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the three months ended September 30, 2025.
Current wording
Three Months Ended March 31, 2026 and 2025 – Other income, net, was $0.8 million during the three months ended March 31, 2026, compared to $1.6 million during the three months ended March 31, 2025. The change was primarily due to a $0.5 million decrease in interest income as a result of less favorable short-term investment returns and lower average short-term investment balances during the three months ended March 31, 2026.
Previous wording
Benefit from Income Taxes
Current wording
Provision For (Benefit from) Income Taxes
Previous wording
Our benefit from income taxes is summarized as follows (dollars in thousands):
Current wording
Our provision for (benefit from) income taxes is summarized as follows (dollars in thousands):
Previous wording
Three Months Ended September 30, 2025 and 2024 – Our effective tax rate of 26.2% for the three months ended September 30, 2025 was higher than our 4.3% effective tax rate for the three months ended September 30, 2024 primarily due to a change from using the actual effective tax rate method to calculate our provision for income taxes for the period ended September 30, 2024 to using an annualized effective tax rate method for the period ended September 30, 2025 along with changes in valuation allowance during the period ended September 30, 2024. Our effective tax rate for the three months ended September 30, 2025 was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation, lobbying expenses and discrete adjustments, partially offset by research and development credits.
Current wording
Three Months Ended March 31, 2026 and 2025 – Our effective tax rate of 22.4% for the three months ended March 31, 2026 was lower than our 47.7% effective tax rate for the three months ended March 31, 2025 primarily due to fluctuations in stock-based compensation adjustments, research and development credits, state taxes and prior year discrete adjustments. Our effective tax rate for the three months ended March 31, 2026 was higher than the statutory federal tax rate primarily due to state taxes, nondeductible stock-based compensation and lobbying expenses, partially offset by research and development credits.
Previous wording
We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations in the annual budget and forecasting process along with evaluation of actual performance. Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments. These performance measures include total segment revenue and segment gross profit (loss). Prior to the fourth quarter of 2024, we reported our measure of segment profitability as segment profit (loss). Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.
Current wording
We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations in the annual budget and forecasting process along with evaluation of actual performance. Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments. These performance measures include total segment revenue and segment gross profit (loss).
Previous wording
The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans. Our commissions may include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our
Current wording
The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans. Our commissions may also include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising programs, including other services such as marketing as well as amounts earned from our non-broker of record fee-based arrangements and our performance of various post-enrollment services for members.
Previous wording
The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including qualified and non-qualified plans, small business health insurance plans and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance. To a lesser extent, the E&I segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.
Current wording
The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including both qualified and non-qualified plans, employer plans, which include small business health insurance plans and ICHRAs, and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance. To a lesser extent, the E&I segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.
Previous wording
A reconciliation of our segment gross profit (loss) to the Condensed Consolidated Statements of Comprehensive Loss for the periods presented is as follows (in thousands):
Current wording
A reconciliation of our segment gross profit to the Condensed Consolidated Statements of Comprehensive Income (Loss) for the periods presented is as follows (in thousands):
Previous wording
Three Months Ended September 30, 2025 and 2024 –Revenue from our Medicare segment decreased $3.3 million, or 6%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by:
Current wording
Three Months Ended March 31, 2026 and 2025 –Revenue from our Medicare segment decreased $22.4 million, or 22%, during the three months ended March 31, 2026 compared to the same period in 2025, primarily driven by:
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Current report — wording carried from elsewhere
result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next, making it difficult for us to determine with any certainty the impact of current conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.
Current report — wording carried from elsewhere
◦a 24% decrease in Medicare plan approved members;
Current report — wording carried from elsewhere
See Note 6 —Convertible Preferred Stockin our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for more information.
Current report — wording carried from elsewhere
See Note 12 –Debtin our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional information regarding the Revolving Credit Agreement.
Current report — wording carried from elsewhere
Open enrollment periods drive the seasonality of our business. The majority of our commission revenue is recognized in the fourth quarter of each calendar year under ASC 606, Revenue from Contracts with Customers.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
The numerator used to calculate each member acquisition metric discussed above is the portion of the respective operating expenses for CC&E and marketing and advertising that is directly related to member
Previous report — wording carried elsewhere
Three Months Ended September 30, 2025 and 2024 – Technology and content expenses decreased $0.5 million, or 4%, during the three months ended September 30, 2025 compared to the same period in 2024, primarily driven by a $0.7 million decrease in amortization of internally developed software.
Previous report — wording carried elsewhere
information technology departments. These expenses also include fees paid for outside professional services, including audit, tax, legal, government affairs and information technology fees.
Previous report — wording carried elsewhere
Nine Months Ended September 30, 2025 and 2024 – Other income, net, was $3.9 million during the nine months ended September 30, 2025, compared to $6.4 million during the nine months ended September 30, 2024. The change was primarily due to a $2.5 million decrease in interest income as a result of less favorable short-term investment returns and a decline in average short-term investment balances during the nine months ended September 30, 2025.
Previous report — wording carried elsewhere
ecommerce platforms and our marketing activities. The Medicare segment also generates revenue from our fee-based BPO services where we are not the broker of record and cash is collected in advance or in close proximity to when revenue is recognized.
Previous report — wording carried elsewhere
•partially offset by a $0.1 million increase in Medicare segment commission revenue primarily due to:
Previous report — wording carried elsewhere
•a $1.3 million decrease in E&I segment revenue;
Previous report — wording carried elsewhere
receipts associated with new and continuing members may be less than the cash outlays to acquire new members and could adversely impact our operating cash flows.
Previous report — wording carried elsewhere
We incur a significant portion of our marketing and advertising expenses in the fourth quarter as a result of the Medicare AEP and the open enrollment period under the Affordable Care Act. We expect this seasonal trend in marketing and advertising expenses to continue in the foreseeable future.