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SelectQuote, Inc.

For the period ended Jun 30, 2026. Filed Aug 25, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2026 · Filed Aug 25, 2026

SLQT$0.46+2.2%Stored close · as of Nov 10, 2026

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm (PCAOB ID 34)76
Consolidated Balance Sheets78
Consolidated Statements of Comprehensive Income (Loss)80
Consolidated Statements of Changes in Shareholders' Equity81
Consolidated Statements of Cash Flows82
Notes to the Consolidated Financial Statements84

To the shareholders and the Board of Directors of SelectQuote, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SelectQuote, Inc. and subsidiaries (the "Company") as of June 30, 2026 and 2025, the related consolidated statements of comprehensive income (loss), changes in shareholders' equity, and cash flows, for each of the three years in the period ended June 30, 2026, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Commission Revenue – Medicare Advantage Renewal Commissions –Refer to Notes 1 and 2 to the financial statements

Critical Audit Matter Description

The Company earns commission revenue from the sale of insurance policies to consumers on behalf of its customers, the insurance carriers. The transaction price is determined when the performance obligation is satisfied upon the initial sale of the insurance policy by estimating the lifetime value (“LTV”). The LTV is an estimate of the commissions to be collected over the life of an approved policy, consisting of the commission due in the year the policy is first effective and an estimate of commissions due upon each subsequent policy renewal (“renewal commissions”), and does not include consideration related to production bonuses or marketing development funds. The Company recognizes commission revenue from Medicare Advantage (“MA”) products as included in the Senior segment. MA renewal commissions are considered variable consideration and require significant judgment based on management assumptions for persistency, renewal year provision, and constraint. The Company reviews and monitors the assumptions and inputs into the Company’s calculation of renewal commission revenue, including reviewing changes in the data used to estimate LTV’s as well as monitors the cash received for each cohort as compared to the original estimates at the time the policy was sold. The Company assesses the actual renewal data and historical data to identify trends and updates assumptions regarding expected future cash flows when a sufficient amount of evidence would suggest that the expectation underlying the assumption has changed and a change in estimate of the transaction price is warranted. The differences in actual cash received for current period renewals may result in an adjustment by cohort (“cohort adjustment”) to revenue and commissions receivable. Cohort adjustments are recognized using actual experience from policy renewals. The Company analyzes cohort adjustments to determine if they are indicative of changes needed in our estimates of future renewal commissions (“tail adjustments”) that remain unresolved as of the reporting period.

We identified MA renewal commissions as a critical audit matter because of the significant judgment necessary to audit management’s assumptions used in the estimate of variable consideration. This required a high degree of auditor judgment, use of specialists, and extensive audit effort due to the complexity of the methodology and volume of transactions when performing procedures to audit management’s assumptions for persistency, renewal year provision, and constraint and in evaluating the results of those procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimate of variable consideration for MA renewal commissions and management’s assumptions for persistency, renewal year provision, and constraint included the following, among others:

We tested the effectiveness of internal controls related to the estimate of variable consideration for MA renewal commissions, including those related to the selection of persistency, renewal year provision, and constraint assumptions.

We tested the effectiveness of internal controls related to the completeness and accuracy of the policy data used by management in determining persistency and renewal year provision assumptions.

We performed recalculations of persistency assumptions and variable consideration to test the accuracy and reasonableness of management’s methodology for estimating MA renewal commissions.

We obtained confirmations from the insurance carriers to test the policy status for MA policies used by management in determining persistency assumptions.

We performed a retrospective analysis of the historical renewal year provision assumptions based on actual lapse trends and developed an expectation of the renewal year provision to test the reasonableness of management’s renewal year provisions assumptions.

We evaluated the reasonableness of management’s constraint assumption applied to MA renewal commissions.

We tested management’s calculation of cohort and tail adjustments for MA renewal commissions and assessed the reasonableness of the methodology.

We involved actuarial specialists to assist in our evaluation of the appropriateness of the methodology and assumptions used to develop estimates of future cash collections.

We tested the completeness and accuracy of data utilized to develop estimates of future cash collections.

/s/Deloitte & Touche LLP

Kansas City, Missouri

August 25, 2026

We have served as the Company's auditor since 2018.

(In thousands, except share and per share amounts)

June 30,
20262025
ASSETS
CURRENT ASSETS:
Cash, cash equivalents, and restricted cash$20,718$35,733
Accounts receivable, net of allowances of $7.1 million and $11.8 million, respectively166,825151,388
Commissions receivable-current138,728132,077
Other current assets24,67621,844
Total current assets350,947341,042
COMMISSIONS RECEIVABLE—Net852,675818,751
PROPERTY AND EQUIPMENT—Net12,05014,577
SOFTWARE—Net18,07215,060
OPERATING LEASE RIGHT-OF-USE ASSETS20,51124,635
INTANGIBLE ASSETS—Net8391,973
GOODWILL29,43829,438
OTHER ASSETS2,2963,880
TOTAL ASSETS$1,286,828$1,249,356
LIABILITIES, PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable$74,033$59,205
Accrued expenses21,04913,856
Accrued compensation and benefits62,26558,788
Operating lease liabilities—current4,4484,820
Current portion of long-term debt22,01468,523
Other current liabilities8,8147,718
Total current liabilities192,623212,910
LONG-TERM DEBT, NET—less current portion348,154316,589
DEFERRED INCOME TAXES49,45337,872
OPERATING LEASE LIABILITIES21,75325,982
OTHER LIABILITIES24,82080,485
Total liabilities636,803673,838
June 30,
20262025
COMMITMENTS AND CONTINGENCIES (Note 11)
PREFERRED STOCK:
Senior Non-Convertible Preferred Stock, $0.01 par value, 350,000 shares issued and outstanding as of June 30, 2026 and 2025, respectively, current liquidation preference of $423.2 million and $367.1 million as of June 30, 2026 and 2025, respectively.298,213224,374
SHAREHOLDERS’ EQUITY:
Common stock, $0.01 par value—700,000,000 shares authorized; 176,470,154 and 172,816,730 shares issued and outstanding as of June 30, 2026 and 2025, respectively.1,7651,728
Additional paid-in capital510,047571,605
Accumulated deficit(160,000)(222,189)
Total shareholders’ equity351,812351,144
TOTAL LIABILITIES, PREFERRED STOCK, AND SHAREHOLDERS’ EQUITY$1,286,828$1,249,356

(In thousands)

Year Ended June 30,
202620252024
REVENUE:
Commissions and other services$787,645$797,841$856,923
Pharmacy830,854728,753464,853
Total revenue1,618,4991,526,5941,321,776
OPERATING COSTS AND EXPENSES:
Cost of commissions and other services revenue312,153305,127318,798
Cost of goods sold—pharmacy revenue730,748630,340405,004
Marketing and advertising313,687319,505358,858
Selling, general, and administrative149,022164,442141,042
Technical development38,96538,68133,524
Total operating costs and expenses1,544,5751,458,0951,257,226
INCOME FROM OPERATIONS73,92468,49964,550
INTEREST EXPENSE, NET(44,527)(79,385)(93,551)
CHANGE IN FAIR VALUE OF WARRANTS55,80459,525—
LOSS ON EXTINGUISHMENT OF DEBT(8,659)——
OTHER EXPENSE, NET(255)(128)(65)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE76,28748,511(29,066)
INCOME TAX EXPENSE14,0989315,059
NET INCOME (LOSS)$62,189$47,580$(34,125)
Senior Non-Convertible Preferred Stock accumulated dividends and accretion(73,838)(22,548)—
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS$(11,649)$25,032$(34,125)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS PER SHARE:
Basic$(0.06)$0.14$(0.20)
Diluted$(0.06)$0.01$(0.20)
WEIGHTED-AVERAGE COMMON STOCK OUTSTANDING USED IN PER SHARE AMOUNTS:
Basic188,174176,148168,519
Diluted188,174181,895168,519
OTHER COMPREHENSIVE LOSS, NET OF TAX:
Unrealized gain (loss), net of related tax benefit for the year ended June 30, 2026, and 2025, of $0.0 million,and $0.1 million, and tax expense for the year ended June 30, 2024 of $0.3 million.—(432)1,214
Amount reclassified into earnings, net of related tax benefit for the year ended June 30, 2026, 2025, and 2024 of $0.0 million, $1.3 million, and $3.6 million.—(3,680)(10,781)
OTHER COMPREHENSIVE LOSS—(4,112)(9,567)
COMPREHENSIVE INCOME (LOSS)$62,189$43,468$(43,692)

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(In thousands, except share amounts)

Common Stock · AdditionalPaid-InCapital · Retained Earnings / (Accumulated Deficit) · Accumulated Other Comprehensive Income · TotalShareholders'Equity
Shares · Amount
BALANCES-June 30, 2023166,867$1,669$567,266$(235,644)$13,679$346,970
Net loss———(34,125)—(34,125)
Gain on cash flow hedge, net of tax————1,2141,214
Amount reclassified into earnings, net of tax————(10,781)(10,781)
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings47—81——81
Vesting of restricted stock unit awards and performance stock unit awards net of shares withheld to cover tax withholdings2,47125(399)——(374)
Share-based compensation expense——13,816——13,816
BALANCES-June 30, 2024169,385$1,694$580,764$(269,769)$4,112$316,801
Net income———47,580—47,580
Loss on cash flow hedge, net of tax————(432)(432)
Amount reclassified into earnings, net of tax————(3,680)(3,680)
Exercise of employee stock options, net of shares withheld for cashless exercises and to cover tax withholdings95197——98
Vesting of restricted stock unit awards and performance stock unit awards net of shares withheld to cover tax withholdings2,77727(3,855)——(3,828)
Vesting of price vested unit awards5606(1,210)——(1,204)
Share-based compensation expense——18,357——18,357
Senior Non-Convertible Preferred Stock accretion——(5,490)——(5,490)
Senior Non-Convertible Preferred Stock accumulated dividends——(17,058)——(17,058)
BALANCES-June 30, 2025172,817$1,728$571,605$(222,189)$—$351,144
Net income———62,189—62,189
Vesting of restricted stock unit awards and performance stock unit awards net of shares withheld to cover tax withholdings3,14132(2,154)——(2,122)
Vesting of price vested unit awards5125(428)——(423)
Share-based compensation expense——14,862——14,862
Senior Non-Convertible Preferred Stock accretion——(17,650)——(17,650)
Senior Non-Convertible Preferred Stock accumulated dividends——(56,188)——(56,188)
BALANCES-June 30, 2026176,470$1,765$510,047$(160,000)$—$351,812

(In thousands)

Year Ended June 30,
202620252024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$62,189$47,580$(34,125)
Adjustments to reconcile net income (loss) to net cash, cash equivalents, and restricted cash provided by (used in) operating activities:
Depreciation and amortization17,48920,46024,998
Loss on disposal of property, equipment, and software—240536
Impairment of long-lived assets—4,209—
Impairment of equity-method investment1,000——
Loss on extinguishment of debt8,659——
Share-based compensation expense14,86218,35713,816
Deferred income taxes11,5811,8491,163
Amortization of debt issuance costs and debt discount4,2935,2476,142
Write-off of debt issuance costs—93293
Accrued interest payable in kind—14,01319,577
Change in fair value of warrants(55,804)(59,525)—
Non-cash lease expense4,1243,9222,349
Bad debt expense—4,203—
Changes in operating assets and liabilities:
Accounts receivable, net(15,437)(5,555)5,203
Commissions receivable(40,576)(69,510)(40,819)
Other assets(2,460)(6,282)(1,967)
Accounts payable and accrued expenses21,89419,2267,347
Operating lease liabilities(4,602)(4,711)(4,897)
Other liabilities4,673(5,482)15,620
Net cash provided by (used in) operating activities31,885(11,666)15,236
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(4,276)(2,191)(3,382)
Proceeds from sales of property and equipment——253
Purchases of software and capitalized software development costs(11,870)(9,123)(8,284)
Acquisition of business——(3,433)
Net cash used in investing activities(16,146)(11,314)(14,846)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility358,000166,900—
Payments on revolving credit facility(358,000)(166,900)—
Net proceeds from Term Loan315,234——
Payments on Term Loans(316,031)(388,216)(38,883)
Proceeds on ABS Notes—99,095—
Payments on ABS Notes(19,529)(16,577)—
Payments on other debt(527)(312)(149)
Proceeds from common stock options exercised and employee stock purchase plan—9881
Proceeds from issuance of Senior Non-Convertible Preferred Stock—337,855—
Senior Non-Convertible Preferred Stock issuance costs—(7,076)—
Year Ended June 30,
202620252024
Payments of tax withholdings related to net share settlement of equity awards(2,545)(5,032)(374)
Payments of debt issuance costs(7,730)(2,479)(1,531)
Net cash (used in) provided by financing activities(31,128)17,356(40,856)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(15,389)(5,624)(40,466)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —Beginning of period37,06642,69083,156
CASH, CASH EQUIVALENTS AND RESTRICTED CASH —End of period$21,677$37,066$42,690
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net$(37,222)$(60,625)$(67,037)
Refund (payment) of income taxes, net192(3,156)(594)
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures in accounts payable and accrued expenses5875861,697
Issuance of liability-classified warrants—137,581—
Senior Non-Convertible Preferred Stock accretion17,6505,490—
Senior Non-Convertible Preferred Stock accumulated dividends56,18817,058—

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business—SelectQuote, Inc. (together with its subsidiaries, the “Company” or “SelectQuote”) is a leading technology-enabled, direct-to-consumer distribution platform for selling insurance policies and healthcare services. We contract with insurance carriers to sell senior health, life, and auto and home insurance policies by telephone to individuals throughout the United States through the use of multi-channel marketing and advertising campaigns. SelectQuote’s Senior division (“Senior”) sells Medicare Advantage, Medicare Supplement, Medicare Part D, and other ancillary senior health insurance related products, and also includes a small lead generation business, InsideResponse, LLC (“InsideResponse”). SelectQuote’s Life division (“Life”) sells term life, final expense, and other ancillary products, and SelectQuote’s Auto & Home division (“Auto & Home”) primarily sells non-commercial auto and home, property and casualty insurance products. The Healthcare Services division (“Healthcare Services”) includes SelectRx, Healthcare Select, and SelectPatient Management (“SPM”). SelectRx is a Patient-Centered Pharmacy Home TM (“PCPH”) accredited pharmacy, which offers essential prescription medications, over-the-counter medications, customized medication packaging, and medication therapy management. Healthcare Select uses data from personal health risk and lifestyle assessments completed by our agents to connect the consumer to the relevant health-related service, like SelectRx, SPM, or one of our many health-related partners. SPM, launched in 2024 from the acquisition of an existing chronic care management platform, helps patients navigate their chronic conditions and manage them using a comprehensive treatment plan.

Basis of Presentation—The accompanying consolidated financial statements include the accounts of SelectQuote, Inc., and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include all adjustments necessary for the fair presentation of our financial position as of June 30, 2026.

Our fiscal year ends on June 30. References in this Annual Report to a particular “year,” “fiscal,” “fiscal year,” or “year-end” mean our fiscal year. The significant accounting policies applied in preparing the accompanying consolidated financial statements of the Company are summarized below.

Seasonality—Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D Prescription Drug coverage for the following year during the Medicare AEP in October through December and are allowed to switch plans from an existing plan during the open enrollment period (“OEP”) in January through March each year. As a result, the Senior segment’s revenue is highest in the second and third quarters.

Use of Estimates—The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities and disclosure of contingent assets and liabilities. The Company regularly assesses these estimates; however, actual amounts could differ from those estimates. The most significant items involving management’s estimates include estimates of revenue recognition, accounts receivable, net, commissions receivable, the provision for income taxes, share-based compensation, valuation of intangible assets and goodwill, and liability classified warrants. The impact of changes in estimates is recorded in the period in which they become known.

Cash, Cash Equivalents and Restricted Cash—Cash and cash equivalents represent cash and short-term, highly liquid investments with maturities of three months or less at the time of purchase. Cash equivalents include a money market account primarily invested in cash and U.S. Government securities. These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted market prices in active markets for identical assets or liabilities. Our account balances can at times exceed the FDIC-insured limits. The Company’s restricted cash balance consists of specified deposit accounts to be used only to fund payments related to the Notes

(as defined in Note 7) entered into on October 15, 2024. The following table summarizes the cash, cash equivalents and restricted cash included on the consolidated balance sheet.

June 30,
(in thousands)20262025
Current assets:
Cash and cash equivalents$16,032$32,400
Restricted cash - current4,6863,333
Total current assets20,71835,733
Other assets:
Other assets9591,333
Total cash, cash equivalents and restricted cash$21,677$37,066

Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts and commissions receivable. The Company believes the potential for collection issues with any of its customers is minimal as of June 30, 2026, based on the lack of collection issues in the past and the high financial standards the Company requires of its customers. As of June 30, 2026, two insurance carrier customers accounted for 34% and 21% of total accounts and commissions receivable. As of June 30, 2025, two insurance carrier customers accounted for 34% and 21% of total accounts and commissions receivable.

For the year ended June 30, 2026, three insurance carriers customers accounted for 39%,13%, and 12% of total revenue. For the year ended June 30, 2025, three insurance carriers customers accounted for 37%,15%, and 11% of total revenue. For the year ended June 30, 2024, three insurance carriers customers accounted for 30%,17%, and 16% of total revenue.

Property and Equipment—Net—Property and equipment are stated at cost less accumulated depreciation. Finance lease amortization expenses are included in depreciation expense in our consolidated statements of comprehensive income (loss). Depreciation is computed using the straight-line method based on the date the asset is placed in service using the following estimated useful lives:

Computer hardware3 years
Machinery and equipment2 - 25 years
Automobiles5 years
Leasehold improvementsShorter of lease period or useful life
Furniture and fixtures7 years

Maintenance and minor replacements are expensed as incurred.

Software—Net—The Company capitalizes costs of materials, consultants, and compensation and benefits costs of employees who devote time to the development of internal-use software during the application development stage. Judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized, which is generally 3-5 years.

Implementation costs incurred in a hosting arrangement that is a service contract are capitalized according to the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and classified in the same balance sheet line item as amounts prepaid for the related hosting arrangement. Amortization of these costs is recorded to the same income statement line item as the service fees for the related hosting arrangement and over the same term.

Leases—The Company has entered into various lease agreements for office space and other equipment as lessee. At contract inception, the Company determines that a contract contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. If a contract contains a lease, the Company recognizes a right-of-use asset and a lease liability on the consolidated balance sheet at lease commencement. The Company has elected a practical expedient to make an accounting policy not to record short-term leases on the consolidated balance sheet, defined as leases with an initial term of 12 months or less that do not contain purchase options that the lessee is reasonably certain to elect.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term as the Company has control over an economic resource and is benefiting from the use of the asset. Lease liabilities represent the Company’s obligation to make payments for that right of use. Right-of-use assets and lease liabilities are determined by recognizing the present value of future lease payments using the Company’s incremental borrowing rate, which is the rate we would have to pay to borrow on a collateralized basis based upon information available at the lease commencement date. The right-of-use asset is measured at the commencement date by totaling the amount of the initial measurement of the lease liability, adding any lease payments made to the lessor at or before the commencement date, subtracting any lease incentives received, and adding any initial direct costs incurred by the Company.

When lease terms include renewal or termination options, the Company determines the lease term as the noncancelable period of the lease, plus periods covered by an option to extend the lease if the Company is reasonably certain to exercise the option. The Company considers an option to be reasonably certain to be exercised by the Company when a significant economic incentive exists.

The Company has lease agreements with lease and nonlease components. The Company elected the practical expedient to make an accounting policy election by class of underlying asset, to not separate nonlease components from the associated lease components and instead account for each separate lease component and its associated nonlease components as a single lease component. The Company has applied this accounting policy election to all asset classes.

Impairment and Disposal of Long-Lived Assets—The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to its expected future undiscounted cash flows. If the carrying amount exceeds its expected future undiscounted cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset or asset group exceeds its fair value. Assets to be disposed of are reported at the lower of their carrying amount or fair value, less costs to sell. Refer to Notes 3, 4, and 6 of the consolidated financial statements for further details.

Goodwill—Goodwill represents the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired in a business combination as of the acquisition date. Goodwill is not amortized in accordance with the requirements of ASC 350 Intangibles - Goodwill and Other, rather, goodwill is tested for impairment on an annual basis and whenever events or circumstances indicate that the asset may be impaired. The Company considers significant unfavorable industry or economic trends as factors in deciding when to perform an impairment test. Goodwill is allocated among, and evaluated for impairment, at the reporting unit level, which is defined as an operating segment or one level below an operating segment. The Company performs the annual goodwill impairment test as of April 1. Refer to Note 6 of the consolidated financial statements for further details.

Warrants—The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity(“ASC 480”), and ASC 815, Derivatives and Hedging(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to our own common shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of our control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period.

Senior Non-Convertible Preferred Stock—In accordance with ASC 480, the Company accounts for equity instruments as temporary equity if they are redeemable for cash or other assets, at the option of the holder, at a fixed or determinable price on a fixed or determinable date, or upon occurrence of an event that is not solely within the control of the issuer. Redeemable equity instruments are initially carried at the fair value of the equity instrument at the issuance date, which is subsequently adjusted at each balance sheet if the instrument is currently redeemable, or probable of becoming redeemable. The Senior Non-Convertible Preferred Stock (as defined in Note 8) issued in connection with the Senior Non-Convertible Preferred Stock Purchase Agreements as described in Note 8 are classified as temporary equity in the consolidated balance sheets. The Company elected the accreted redemption value method under which it accretes changes in redemption value over the period from the date of issuance of the Senior Non-Convertible Preferred Stock to the earliest redemption date (the sixth anniversary) using the effective interest method. Such adjustments are treated as a deemed dividend against paid-in-capital.

Revenue Recognition—The Company hastwo revenue streams: commissions and other services revenue and pharmacy revenue. The Company recognizes revenue when a customer obtains control of promised goods or services and recognizes an amount that reflects the consideration that an entity expects to be entitled to in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount: (i) identification of the contract with a customer; (ii) identification of the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

Commissions and Other Services Revenue

Contracts with Customers—The Company earns commissions revenue from the sale of insurance policies, both in the first year the policy is sold and, when applicable, when the underlying policyholder renews their policy in subsequent years, as presented in the consolidated statements of comprehensive income (loss) as commission and other services revenue. The Company’s primary customers are the insurance carriers that it contracts with to sell insurance policies on their behalf. The contracts with the insurance carriers are non-exclusive and can typically be terminated unilaterally by either party. We review individual contracts to determine the Company’s legal and enforceable rights to renewal commissions upon contract termination when determining variable consideration. Additionally, the insurance carriers have the ability to amend provisions in the contracts relating to the commission rates paid to the Company for new policies sold. The Company’s contracts with customers for commissions revenue contain a single performance obligation satisfied at a point in time to which it allocates the total transaction price. For certain contracts, the Company receives upfront commission payments from carrier customers for policies to be brokered in the next selling season. These upfront payments are recorded as contract liabilities and subsequently recognized as revenue in the period the performance obligations are satisfied. These upfront payment arrangements do not include future renewal commissions.

Significant Judgments—The accounting estimates related to the recognition of revenue require the Company to make judgments regarding the determination of performance obligations and numerous assumptions in the determination of the transaction price. In determining the amounts of revenue to recognize, the Company considers the following:

Determination of Performance Obligations—The Company reviews each contract with customers to determine what promises the Company must deliver and which of these promises are capable of being distinct and are distinct in the context of the contract. The delivery of new policies to the insurance carriers is the only material promise specified within the contracts. After a policy is sold, the Company has no material additional or recurring obligations to the policyholder or the insurance carrier. The Company’s contracts do not include downstream policyholder activities such as claims support or payment collection services. While the primary promise is the sale of policies, some contracts include the promise to provide administrative services to policyholders on behalf of the insurance carrier such as responding to policyholder inquiries regarding coverage or providing proof of insurance. The Company has concluded that while these administrative services may be distinct, they are immaterial in the context of the contract.

Determination of the Transaction Price—Although the commission rates the Company is paid are based on agreed-upon contractual terms, the transaction price is determined using the estimated LTV, which represents commissions estimated to be collected over the life of an approved policy. This includes the first year commission due upon the initial sale of a policy as well as an estimate of renewal commissions, when applicable. First year commission revenue for new policies sold includes an estimated provision for those policies that are anticipated to lapse before the first policy anniversary renewal date (“first year provision”). The Company utilizes a practical expedient to estimate renewal commission revenue by applying the use of a portfolio approach to policies grouped together by segment, insurance carrier, product type, and quarter the policy was initially sold (referred to as a “cohort”).

The estimate of renewal commission revenue is considered variable consideration and requires significant judgment to determine the renewal commission revenue to be recognized at the time the performance obligation is met and in the reassessment of the transaction price each reporting period. This includes determining the number of periods in which a renewal will occur and the value of those renewal commissions to be received if renewed, which includes estimating persistency, the renewal year provision, and an additional product specific constraint applied to account for trends such as industry volatility or uncertainty of consumer behavior patterns. The most sensitive assumption in the model is persistency, which is the estimate of policies expected to renew each year. Renewal year provision is the estimate of policies expected to lapse during each renewal period. The estimated duration of expected renewals used in the calculation of LTV isten years, prior to the application of persistency estimates. For all policies sold, the Company applies a 15% MA product specific constraint.

The assumptions used in the Company’s calculation of renewal commission revenue are based on a combination of the Company’s historical experience for renewals, lapses, and payment data; available insurance carrier data; other industry or consumer behavior patterns; and expectations for future retention rates. The estimate of variable consideration is recognized only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with future commissions receivables is subsequently resolved when the policy renews or lapses. The Company monitors and updates this estimate of transaction price at each reporting period.

Reassessment of the Transaction Price—The Company reviews and monitors the assumptions and inputs into the Company’s calculation of renewal commission revenue, including reviewing changes in the data used to estimate LTVs as well as monitors the cash received for each cohort as compared to the original estimates at the time the policy was sold. The Company assesses the actual renewal data and historical data to identify trends and updates assumptions regarding expected future cash flows when a sufficient amount of evidence would suggest that the expectation underlying the assumption has changed and a change in estimate of the transaction price is warranted. The differences in actual cash received for current period renewals may result in an adjustment by cohort (“cohort adjustment”) to revenue and commissions receivable. Cohort adjustments are recognized using actual experience from policy renewals. The Company analyzes cohort adjustments to determine if they are indicative of changes needed in our estimates of future renewal commissions (“tail adjustments”) that remain unresolved as of the reporting period.

Timing of Recognition—The Company recognizes revenue for both first year and renewal commissions when it has completed its performance obligation, which is at different milestones for each segment based on the contractual enforceable rights, the Company’s historical experience, and established customer business practices:

Senior—Commissions revenue is recognized at the time the carrier has acknowledged the policy. Carrier acknowledgement of the policy may be received as either carrier approval, payment of commission, or the policy becoming effective.

Life—Term commissions revenue is recognized when the insurance carrier has approved the policy sold and payment information has been obtained from the policyholder. Final expense commissions revenue is recognized when the carrier provides confirmation the policy is active.

Auto & Home—Commissions revenue is recognized when the policy sold becomes effective.

In addition to the commissions revenue, the Company earnstwo additional forms of revenue from its insurance carrier customers for the sale of new policies, which are included in commissions and other services revenue: 1) production bonuses, which are generally based on attaining predetermined target sales levels and are paid at the end of an agreed-upon measurement period and 2) marketing development funds, which are used as additional compensation and incentive to drive incremental policy sales for certain insurance carrier customers and are typically paid upfront to be used for lead generation activities during the agreed-upon measurement period (e.g. AEP for Senior).

The transaction price for production bonus is the agreed-upon contractual total production bonus to be paid by the insurance carrier at the end of the measurement period. The Company recognizes revenue from production bonuses as policies are sold based upon the agreed-upon targets in the customer contracts, using contractual amounts and forecast data to project the volume for the measurement period and record revenue proportionally as policies are sold. Therefore, the estimates of revenue for production bonuses are considered variable consideration, but the uncertainty around the variable consideration is typically resolved within a reporting period due to the nature of the production bonus contracts. Due to this, there are not significant judgments required in recognizing production bonus revenue.

The contract language can vary in the Company’s marketing development funds contracts, however, the promise to the customer is for the Company to deliver new policies. The Company’s performance obligation is fulfilled and revenue is recognized when policies are sold. This portion of the transaction price is fixed and is generally paid in advance. In such cases, a contract liability is recognized when consideration is received and revenue is recognized thereafter as policies are sold during the agreed-upon measurement period (typically one fiscal quarter). Some marketing development funds contracts will contain policy sales minimums, and in these instances revenue is recognized in the same manner as production bonuses. The difference between the upfront payment and the unmet performance obligation represents a contract liability, which is presented in contract liabilities in the consolidated balance sheets.

Commissions and other services revenue also includes revenue from Healthcare Select, which is recognized when the performance obligation has been met, which is at different times for our various services (e.g. the health risk and lifestyle assessment has been performed or a transfer has been made to a health-related partner), the transaction price is known based on volume and contractual prices, and we have no further performance obligations. Revenue for SPM is generally recognized upon completion of the services to coordinate care across providers and support patient accountability. The transaction price per patient is contractual and services are documented and shared with providers to support each month’s billing. Lead generation revenue for InsideResponse is recognized when the generated lead is accepted by our customers, which is the point of sale, and we have no performance obligation after the delivery.

Pharmacy Revenue

Pharmaceutical sales revenue from SelectRx is recognized upon shipment of an order to a customer (the patient ordering the medication). At the time of shipment, the Company has performed itsone performance obligation and collectability is probable. The Company is legally prohibited from accepting returned pharmaceuticals or re-shipping orders except in limited circumstances. Orders not successfully delivered are evaluated each period and recorded against revenue. There are no future revenue streams, or material variable consideration with respect to the implicit price concession for co-pays, as the transaction price is fixed at time of shipment, and any subsequent new order is its own performance obligation. Furthermore, as the customer has the ability to direct the use of the asset and substantially all of the remaining benefits of the asset have been transferred to the customer upon shipment, that is when revenue is recognized.

Accounts Receivable, net—Accounts receivable, net primarily represents either first year or renewal commissions expected to be received on policies that have already been sold or renewed and for production bonus revenue that has been earned but not received from the insurance carrier. Typically, the Company receives commission payments as the insurance carriers receive payments from the underlying policyholders. As these can be on various payment terms such as monthly or quarterly, a receivable is recorded to account for the commission payments yet to be received from the insurance carriers. Accounts receivable, net also includes trade receivables from Healthcare Services primarily due to pharmacy sales to customers who are covered by third-party payers (e.g., pharmacy benefit managers, insurance companies, and governmental agencies), and are stated net of allowance for expected credit losses. The Company recorded an allowance for credit losses as of June 30, 2026 and 2025, of $7.1 million and $11.8 million, respectively. We estimate an allowance for credit losses using historical actual payment information, as well as current information available to us about our customers and relevant market information that may impact our customers and their ability to pay us. Our estimated exposure of default is determined by applying these internal and external data sources to our receivable balances. As such, we apply an immediate reversion method and revert to historical loss information when computing our credit loss exposure. Credit loss expenses are assessed quarterly and are included in selling, general, and administrative expenses in the consolidated statements of comprehensive income (loss). The Company recorded write-offs of $4.6 million, $0.9 million, and $1.4 million during the years ended June 30, 2026, 2025, and 2024, respectively.

Commissions Receivable—Commissions receivable are contract assets that represent estimated variable consideration for performance obligations that have been satisfied but payment is not due as the underlying policy has not renewed yet. The current portion of commissions receivable are future renewal commissions expected to be renewed and collected in cash within one year, while the non-current portion of commissions receivable are expected to be collected beyond one year. Contract assets are reclassified as accounts receivable, net when the rights to the renewal commissions become unconditional, which is primarily upon renewal of the underlying policy, typically on an annual basis.

Cost of Commissions and Other Services Revenue—Cost of services revenue represents the direct costs associated with fulfilling our obligations to our customers in Senior, Life, Auto & Home, and Healthcare Services (excluding SelectRx discussed below), primarily compensation, benefits, and licensing for sales agents, customer success agents, fulfillment specialists, and others directly engaged in serving customers. It also includes allocations for facilities, telecommunications, and software maintenance costs, which are all based on headcount. Facilities costs include rent and utilities expenses and other costs to maintain our office locations. Telecommunications and software maintenance costs includes costs related to the internal phone systems and various software applications that our agents use to make sales. These costs directly correlate to the number of agents we have as we are primarily charged based on per person usage for the phone systems and software applications.

Cost of Goods Sold-Pharmacy Revenue—Cost of goods sold-pharmacy revenue represents the direct costs associated with fulfilling pharmacy patient orders for SelectRx. Such costs primarily consist of medication costs and compensation and related benefit costs for licensed pharmacists, pharmacy technicians, and other employees directly associated with fulfilling orders such as packaging and shipping clerks. It also includes shipping, supplies, other order fulfillment costs including part of the one-time customer onboarding costs, and certain facilities overhead costs such as rent, maintenance, and depreciation related to the pharmacy production process.

Inventory—Inventory consists of SelectRx pharmaceuticals, which are carried at the lower of cost (weighted average cost) or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation, with a normal margin to sell. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Inventory is included in other current assets in the consolidated balance sheets.

Share-Based Compensation—The Company applies the fair value method under ASC 718, Compensation—Stock Compensation (“ASC 718”), in accounting for share-based compensation to employees. Under ASC 718, compensation cost is measured at the grant date based on the fair value of the equity instruments awarded and is recognized over the period during which an employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. The fair value of the equity award granted is estimated on the date of the grant.

Marketing and Advertising Expenses—Direct costs related to marketing and advertising the Company’s services are expensed in the period incurred. Advertising expense was $258.3 million, $263.7 million, and $294.7 million for the years ended June 30, 2026, 2025, and 2024, respectively.

Income Taxes—The Company accounts for income taxes using an asset and liability method. Deferred income tax assets and liabilities result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements that will result in taxable or deductible amounts in future years. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount which is more likely than not expected to be realized.

The Company applies ASC 740, Income Taxes (“ASC 740”), in accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements. ASC 740 requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured pursuant to ASC 740 and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made.

Comprehensive Income (Loss)—Comprehensive income (loss) is comprised of net income (loss) and the effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges, less amounts reclassified into earnings.

Recent Accounting Pronouncements Adopted—In December 2023, the FASB issued ASU No. 2023-09 –Income Taxes (Topic ASC 740) Income Taxes. This ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. This change will apply on a prospective basis to annual financial statements for periods beginning after the effective date. However, retrospective application in all prior periods presented is permitted. We have adopted ASU 2023-09 retrospectively in our consolidated financial statements and related disclosures. Other than additional required disclosures, adoption of the ASU did not have an impact on our consolidated financial statements. See Note 14 - Income Taxes for additional information.

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements – Amendments to Remove References to the Concepts Statements, which removes references to non-authoritative Concepts Statements from the FASB Accounting Standards Codification. The standard is effective for public business entities for fiscal years beginning after December 15, 2024, including interim periods. The Company adopted this ASU on a prospective basis as of July 1, 2025. The adoption did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted—In November 2024, the FASB issued ASU No. 2024-03 -Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the effective date of ASU 2024-03. The amendments in this ASU require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The additional disclosures under this update include (1) disclosing the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) that are included in each relevant expense caption, (2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements, (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

In 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU removes the stage-based capitalization model under Accounting Standards Codification (“ASC”) 350-40 and replaces it with a framework requiring capitalization to begin when management has authorized and committed to funding a software project and it is probable the project will be completed and the software will perform as intended. The ASU is effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements

In April 2026, the FASB issued ASU No. 2026-01 -Equity (Topic 505) - Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. This ASU requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured based on the preferred stock’s contractual PIK dividend rate. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The ASU can be applied on a fully prospective basis, or a modified retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date. No material impact is expected to our consolidated financial statements as our current accounting for PIK dividends is consistent with the guidance in ASU 2026-01.

  1. REVENUES FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers—The disaggregation of revenue by segment and product is depicted for the periods presented below, and is consistent with how the Company evaluates its financial performance:

Year Ended June 30,
(in thousands)202620252024
Senior:
Medicare advantage commissions$510,810$518,031$569,648
Other Senior commissions17,39011,39711,237
Other services47,74770,96574,964
Total Senior revenue575,947600,393655,849
Healthcare Services:
Pharmacy830,854728,753464,853
Other services14,08113,95213,655
Total Healthcare Services revenue844,935742,705478,508
Life:
Term commissions80,04574,68573,980
Final expense commissions85,01978,17564,138
Other services20,97520,11819,812
Total Life revenue186,039172,978157,930
All other:
Commissions18,54017,30835,244
Other services1,687718984
Total All other revenue20,22718,02636,228
Eliminations:
Commissions(3,603)(3,339)(2,567)
Other services(5,046)(4,169)(4,172)
Total Elimination revenue(8,649)(7,508)(6,739)
Total Commissions and other services revenue787,645797,841856,923
Total Pharmacy revenue830,854728,753464,853
Total Revenue$1,618,499$1,526,594$1,321,776

Contract Balances—The Company has contract assets related to commissions receivable from its insurance carrier partners, with the movement over time as the policy is renewed between long-term and short-term commissions receivable and accounts receivable, net being the main activity, along with commission revenue adjustments from changes in estimates.

A roll forward of commissions receivable (current and long-term) is shown below for the period presented:

(in thousands)
Balance as of June 30, 2024$881,317
Commission revenue from revenue recognized317,787
Net commission revenue adjustment from change in estimate(4,468)
Amounts recognized as accounts receivable, net(243,808)
Balance as of June 30, 2025$950,828
Commission revenue from revenue recognized281,490
Net commission revenue adjustment from change in estimate22,167
Amounts recognized as accounts receivable, net(263,082)
Balance as of June 30, 2026$991,403

For the year ended June 30, 2026, the $22.2 million net commission revenue adjustment from change in estimate includes adjustments related to revenue recognized in prior fiscal years, based on the Company’s reassessment of each of its cohorts’ transaction prices. It includes a positive adjustment of $16.5 million for Senior and a negative adjustment of $0.2 million for Life. The remaining positive adjustment of $5.9 million relates to the Company’s All other non-reportable segment. Refer to Note 16 to the consolidated financial statements for further details on the Company’s reportable segments.

The Company’s contract liabilities are included within other current liabilities on the consolidated balance sheets and represent unamortized upfront payments received for commission revenue for which the performance obligations have not yet been met and are anticipated to be recognized over the next twelve months.

A roll forward of contract liabilities (current) is shown below for the period presented:

(in thousands)
Balance as of June 30, 2024$8,066
Commission and other services revenue recognized(34,808)
Amounts recognized as contract liabilities27,440
Balance as of June 30, 2025$698
Commission and other services revenue recognized(13,438)
Amounts recognized as contract liabilities13,639
Balance as of June 30, 2026$899
  1. PROPERTY AND EQUIPMENT—NET

Property and equipment—net consisted of the following:

(in thousands)20262025
Computer hardware$18,745$17,680
Machinery and equipment(1)20,13318,239
Leasehold improvements17,41317,390
Furniture and fixtures4,6714,671
Work in progress259229
Total61,22158,209
Less accumulated depreciation(2)(49,171)(43,632)
Property and equipment—net$12,050$14,577

(1) Includes financing lease right-of-use assets.

(2) During the year ended June 30, 2026, the Company disposed of $1.1 million of fully depreciated property and equipment.

Work in progress as of June 30, 2026 and June 30, 2025, primarily represents equipment utilized in SelectRx operations not yet put into service and not yet being depreciated. Depreciation expense for the years ended June 30, 2026, 2025, and 2024 was $7.3 million, $8.4 million, and $12.8 million, respectively.

During the year ended June 30, 2026, the Company exercised a purchase option on an automated packaging system used in SelectRx operations for a total purchase price of $1.9 million. As of June 30, 2026, the asset is included in machinery and equipment.

  1. SOFTWARE—NET

Software—net consisted of the following:

(in thousands)20262025
Software$32,535$28,306
Work in progress62118
Total33,15628,324
Less accumulated amortization(1)(15,084)(13,264)
Software—net$18,072$15,060

(1) During the year ended June 30, 2026, the Company disposed of $7.2 million of fully amortized software.

Work in progress represents costs incurred for software not yet put into service and not yet being amortized. For the years ended June 30, 2026, 2025, and 2024, the Company capitalized internal-use software and website development costs of $11.7 million, $9.2 million, and $8.4 million, respectively, and recorded amortization expense of $9.1 million, $8.0 million, and $8.9 million, respectively.

  1. LEASES

The majority of the Company’s leases are operating leases related to office space for which the Company recognizes lease expense on a straight-line basis over the respective lease term. The Company leases office facilities in the United States in San Diego, CA; Centennial, CO; Overland Park, KS; Olathe, KS; Oakland, CA; Indianapolis, IN; and Monaca, PA. The Company's operating leases have remaining lease terms of less than one year up to twelve years.

During the year ended June 30, 2026, the Company entered intoone finance lease and added equipment tothree existing finance leases, resulting in new right-of-use assets obtained in exchange for new lease liabilities of $0.6 million.

During the year ended June 30, 2025, the Company entered intosix finance leases for equipment with commencement dates August 1, 2024, September 19, 2024 and April 1, 2025, resulting in new right-of-use assets obtained in exchange for new lease liabilities of $1.7 million. In addition, the Company entered intoone operating lease for the new Olathe, Kansas pharmacy fulfillment facility with a commencement date of March 1, 2025, resulting in new right-of-use assets obtained in exchange for new lease liabilities of $4.7 million.

Right-of-Use Asset and Lease Liability—The right-of-use assets and lease liabilities were as follows as of June 30:

(in thousands)Balance Sheet Classification20262025
Assets
Operating leasesOperating lease right-of-use assets$20,511$24,635
Finance leasesProperty and equipment–net1,4851,552
Total lease right-of-use assets$21,996$26,187
Liabilities
Current
Operating leasesOperating lease liabilities–current$4,448$4,820
Finance leasesOther current liabilities615400
Non-current
Operating leasesOperating lease liabilities21,75325,982
Finance leasesOther liabilities1,0321,200
Total lease liabilities$27,848$32,402

Lease Costs—The components of lease costs were as follows for the periods presented:

Year Ended June 30,
(in thousands)20262025
Finance lease costs(1)$874$577
Operating lease costs(2)7,5777,383
Short-term lease costs266251
Variable lease costs(3)768609
Sublease income(2,038)(2,225)
Total net lease costs$7,447$6,595

(1) Primarily consists of amortization of finance lease right-of-use assets and an immaterial amount of interest on finance lease liabilities recorded in selling, general, and administrative expense and interest expense, net in the consolidated statements of comprehensive income (loss).

(2) Recorded in selling, general, and administrative expense in the consolidated statements of comprehensive income (loss).

(3) Variable lease costs are not included in the measurement of the lease liability or right-of-use asset as they are not based on an index or rate and primarily represents common area maintenance charges and real estate taxes recorded in operating costs and expenses in the consolidated statements of comprehensive income (loss).

Supplemental Information—Supplemental information related to leases was as follows as of and for the periods presented:

Year Ended June 30,
20262025
(in thousands)Operating leasesFinance leasesTotalOperating leasesFinance leasesTotal
Cash paid for amounts included in measurement of liabilities:
Operating cash flows from leases$8,056$251$8,307$8,145$176$8,321
Financing cash flows from leases—527527—327327
Right-of-use assets obtained in exchange for new lease liabilities$—$569$569$5,093$1,731$6,824
Year Ended June 30,
20262025
Operating leasesFinance leasesOperating leasesFinance leases
Weighted-average remaining lease term (in years)6.012.616.413.65
Weighted-average discount rate12.85%12.73%12.61%14.22%

Maturities of Lease Liabilities—As of June 30, 2026, remaining maturities of lease liabilities for each of the next five fiscal years and thereafter are as follows:

(in thousands)Operating leasesFinance leasesTotal
2027$7,268$785$8,053
20286,9067097,615
20297,0064177,423
20304,615304,645
20314,259—4,259
Thereafter8,726—8,726
Total undiscounted lease payments38,7801,94140,721
Less: interest12,57929412,873
Present value of lease liabilities$26,201$1,647$27,848

Sublease income—The Company subleases portions of its office facilities in Overland Park, KS and Centennial, CO, which run through July 31, 2029, and November 30, 2026, respectively. Sublease income is recorded on a straight-line basis as a reduction of lease expense in the consolidated statements of comprehensive income (loss). The Company may consider entering into additional sublease arrangements in the future.

As of June 30, 2026, the future minimum fixed sublease receipts under non-cancelable operating lease agreements are as follows:

(in thousands)Total
2027$2,102
20281,931
20291,931
2030161
Total sublease income$6,125
  1. INTANGIBLE ASSETS AND GOODWILL

Intangible assets—The carrying amounts, accumulated amortization, net carrying value, and weighted average remaining life of our definite-lived amortizable intangible assets are presented in the tables below as of June 30 (dollars in thousands):

2026 · 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountImpairment ChargesAccumulated AmortizationNet Carrying Amount
Customer relationships$1,423$(1,409)$14$17,492$(4,209)$(13,252)$31
Trade name———2,680—(2,680)—
Proprietary software4,342(3,517)8254,342—(2,418)1,924
Non-compete agreements100(100)—100—(82)18
Total intangible assets$5,865$(5,026)$839$24,614$(4,209)$(18,432)$1,973

The Company's intangible assets include those long-lived intangible assets acquired as part of acquisitions. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable.

During the year ended June 30, 2025, the Company recorded a noncash impairment charge of $4.2 million to fully write off the remaining net book value of customer relationships acquired in the InsideResponse acquisition. In addition, the Company’s trade name intangible asset related to the same acquisition was fully amortized as of June 30, 2025, resulting in a net carrying amount of zero. The impairment charge is included inselling, general and administrative expenses in the consolidated statements of comprehensive income (loss).

For the years ended June 30, 2026, 2025, and 2024, amortization expense related to intangible assets totaled $1.1 million, $4.0 million, and $3.3 million, respectively, recorded in selling, general and administrative expense in the consolidated statements of comprehensive income (loss). The weighted-average remaining useful life of intangible assets was 0.8 years and 1.8 years as of June 30, 2026 and 2025, respectively.

As of June 30, 2026, expected amortization expense in future fiscal periods were as follows (in thousands):

Proprietary Software · Non-compete agreements · Customer relationships · Total
2027825—14839
Total$825$—$14$839

Goodwill—The Company recorded as goodwill the excess of the purchase price over the estimated fair values of identifiable assets and liabilities acquired as part of past acquisitions. Goodwill is assigned to reporting units that are expected to benefit from the synergies of the business combination as of the acquisition date and becomes identified with that reporting unit in its entirety. As such, the reporting unit as a whole supports the recovery of its goodwill. As of June 30, 2026, the Company’s goodwill balance of $29.4 million was related to the acquisitions of Express Meds, Simple Meds, and SPM and is all assigned to the Healthcare Services reporting unit and reportable segment. The Company performs its annual goodwill impairment testing as of April 1, or more frequently if it believes that indicators of impairment exist.

During the year ended June 30, 2026, there wereno indicators of impairment. The Company conducted a quantitative analysis for the Healthcare Services reporting unit utilizing the discounted cash flow method under the income approach and the peer-based guideline public company method under the market approach with a weighting of 75% and 25%, respectively, and incorporating the use of significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy of ASC 820, Fair Value Measurement (“ASC 820”). For the discounted cash flow method, a discount rate of 18.0% wasdetermined using the weighted average cost of capital which considers market and industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. For the peer-based guideline public company method, the reporting unit’s fair value was determined through review of published multiples of earnings of comparable entities with similar operations and economic characteristics and applying the multiples to various financial data of the reporting unit. Based on the quantitative analysis, the Company determined that the fair value of the Healthcare Services reporting unit substantially exceeded its carrying value, thus, no impairment charges were recorded during the year ended June 30, 2026.

During the year ended June 30, 2025, there wereno indicators of impairment. The Company conducted a quantitative analysis for the Healthcare Services reporting unit utilizing the discounted cash flow method under the income approach and the peer-based guideline public company method under the market approach with a weighting of 75% and 25%, respectively, and incorporating the use of significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy of ASC 820. For the discounted cash flow method, a discount rate of 19.0% wasdetermined using the weighted average cost of capital which considers market and industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. For the peer-based guideline public company method, the reporting unit’s fair value was determined through review of published multiples of earnings of comparable entities with similar operations and economic characteristics and applying the multiples to various financial data of the reporting unit. Based on the quantitative analysis, the Company determined that the fair value of the Healthcare Services reporting unit substantially exceeded its carrying value, thus, no impairment charges were recorded during the year ended June 30, 2025.

During the year ended June 30, 2024, there wereno indicators of impairment. The Company conducted a quantitative analysis for the Healthcare Services reporting unit utilizing the discounted cash flow method under the income approach and the peer-based guideline public company method under the market approach with a weighting of 75% and 25%, respectively, and incorporating the use of significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy of ASC 820. For the discounted cash flow method, a discount rate of 20.0% wasdetermined using the weighted average cost of capital which considers market and industry data as well as company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. For the peer-based guideline public company method, the reporting unit’s fair value was determined through review of published multiples of earnings of comparable entities with similar operations and economic characteristics and applying the multiples to various financial data of the reporting unit. Based on the quantitative analysis, the Company determined that the fair value of the Healthcare Services reporting unit substantially exceeded its carrying value, thus, no impairment charges were recorded during the year ended June 30, 2024.

  1. DEBT

Debt consisted of the following:

(in thousands)20262025
Term Loan$322,969$—
Previous Term Loans—314,000
Class A Notes38,33650,054
Class B Notes25,55833,369
Unamortized debt issuance costs and debt discount(16,695)(12,311)
Total debt370,168385,112
Less current portion of long-term debt:(22,014)(68,523)
Long-term debt$348,154$316,589

The combined aggregate amount of expected payments associated with the Notes and maturities associated with the Senior Secured Credit Facility as of June 30, 2026 are as follows:

(in thousands)20272028202920302031Total
Term Loan$8,125$14,219$16,250$16,250$268,125$322,969
Class A Notes10,5928,65019,094——38,336
Class B Notes7,0625,76712,729——25,558
Total obligations$25,779$28,636$48,073$16,250$268,125$386,863

Significant changes in the Company’s debt during the year ended June 30, 2026 were as follows:

Senior Secured Credit Facility

On January 8, 2026, the Company entered into a credit agreement with PLC Agent LLC, as administrative agent, UMB Bank, N.A. as lender and revolver agent, and the other lenders party thereto (the “Credit Agreement”). The Company’s obligations under the Credit Agreement are guaranteed by certain of the Company’s subsidiaries and secured by a first-priority lien on substantially all tangible and intangible assets of the Company and the subsidiary guarantors, subject to certain exceptions. The Credit Agreement provides for (i) a senior secured term loan in the aggregate principal amount of $325.0 million (the “Term Loan”) and (ii) a senior secured revolving credit facility with an aggregate commitment up to $90.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Senior Secured Credit Facility”).

The Company utilized the gross proceeds from the Term Loan to repay the outstanding obligations under the previous credit agreement, dated November 5, 2019 (the “Previous Credit Facility”), including the repayment of all outstanding principal and interest under the previous term loans (the “Previous Term Loans”) and revolving credit facility. At the time of discharge, the outstanding principal balances under the Previous Term Loans and revolving credit facility were $304.4 million and $36.0 million, respectively. The repayment of the Company’s outstanding obligations under the Previous Term Loans was accounted for as a debt extinguishment in accordance with ASC 470, Debt (“ASC 470”). The Company recognized a one-time loss on extinguishment of $8.7 million during the year ended June 30, 2026, representing the write-off of remaining unamortized costs from the Previous Term Loans and $0.1 million in fees paid on behalf of former lenders under the Previous Credit Facility.

The Credit Agreement contains customary affirmative and negative covenants, including requirements to maintain a minimum fixed charge coverage ratio and a minimum liquidity threshold. As of June 30, 2026, the Company was in compliance with these covenants.

Term Loan

The Term Loan matures on January 8, 2031, subject to certain acceleration features related to the Company’s Senior Non-Convertible Preferred Stock (as defined below in Note 8, “Senior Non-Convertible Preferred Stock”). Interest on the outstanding principal amount accrues at a rate per annum equal to the applicable SOFR rate (subject to a 3.00% floor) plus an applicable margin of 6.50%. The applicable margin is subject to a decrease after December 31, 2026, contingent upon the Company’s achievement of certain financial performance milestones.

The Term Loan requires quarterly principal repayments of 0.625% of the original principal amount through July 1, 2027, increasing to 1.25% thereafter, with the remaining balance due at maturity.

In connection with the Company’s entry into the Credit Agreement, the Company incurred $9.8 million in debt discounts, primarily comprised of an original issue discount and arrangement fees paid to the administrative agent. The Company also incurred $7.3 million in third-party issuance costs. These amounts are amortized to interest expense, net in the Company’s consolidated statements of comprehensive income (loss) using the effective interest method. The effective interest rate for the Term Loan is approximately 10.2%.

The Term Loan is subject to mandatory prepayment in the event the aggregate loans outstanding under the Senior Secured Credit Facility exceed a specified borrowing base determined based on the aggregate balance of certain of the Company’s receivables, and in certain other circumstances set forth in the Credit Agreement. The Term Loan is subject to a prepayment premium on voluntary prepayments, certain mandatory prepayments, or upon acceleration of the obligations. For prepayments made on or prior to January 8, 2028, the prepayment premium is equal to the greater of (i) a make-whole premium payment equal to the aggregate amount of interest that would have accrued on such principal amount from the date of prepayment through January 8, 2028, or (ii)3.00% of the principal amount prepaid. For prepayments made from January 9, 2028 through January 8, 2029, the premium is equal to 2.00% of the principal amount prepaid. No prepayment premium is payable after January 8, 2029.

Revolving Credit Facility

The Revolving Credit Facility provides for a $71.7 million revolving line of credit, which increases to $90.0 million during the months of December and January. Borrowings under the Revolving Credit Facility bear interest at a rate equal to SOFR (subject to a 3.00% floor) plus 4.00%. As the Senior Secured Credit Facility provides for increased borrowing capacity under the Revolving Credit Facility, $0.2 million in new issuance costs and $0.2 million in remaining unamortized costs were recorded as non-current assets on the Company’s consolidated balance sheets. The costs are being amortized as interest expense, net in the Company’s consolidated statements of comprehensive income (loss) using the straight-line method over the term of the facility.

As of June 30, 2026, the Company hadno outstanding borrowings under the Revolving Credit Facility.

Securitization and Indenture

On October 15, 2024, the Company and certain of its subsidiaries, including SQ ABS Issuer, LLC (the “Issuer”), a special purpose entity and wholly-owned subsidiary of the Company, entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers party thereto (the “Purchasers”). Pursuant to the Note Purchase Agreement, the Issuer issued $60.0 million of senior secured 7.80% Class A Notes and $40.0 million of senior secured 9.65% Class B Notes (together the “Notes”) to the Purchasers. The Notes are governed by an Indenture, dated as of October 15, 2024, with UMB Bank, N.A. as indenture trustee (the “Indenture”). The Notes have a final legal maturity of October 20, 2039 and an anticipated repayment date of September 20, 2028. The Indenture was entered into in conjunction with the eleventh amendment to the Company’s Previous Credit Facility on October 15, 2024 (the “Eleventh Amendment”). The Company used the proceeds obtained from the issuance of the Notes to repay a portion of the balance outstanding on the Previous Term Loans.

The Notes are secured by a specified pool of renewal commissions that include both accounts receivable for policy renewals as well as commissions receivable for estimated future policy renewals (collectively, the “Subject Renewal Commissions”). The Subject Renewal Commissions are associated with underlying Medicare Advantage policies effective prior to January 1, 2024 and active as of August 31, 2024. As of June 30, 2026, and 2025, there were $18.8 million, and $49.0 million, of Subject Renewal Commissions included on the consolidated balance sheets.

Under the terms of the Indenture, the Company services the transferred Subject Renewal Commissions, and the related collections are remitted to a segregated bank account. The funds in the segregated account are used only to fund payments related to the Indenture and is considered restricted cash. The Company’s restricted cash balance totaled $5.6 million as of June 30, 2026, of which $4.7 million was included within cash, cash equivalents, and restricted cash and $0.9 million was classified as long-term and included within other assets on the Company’s consolidated balance sheets. The Company’s restricted cash balance totaled $4.6 million as of June 30, 2025, of which $3.3 million was included within cash, cash equivalents, and restricted cash and $1.3 million was classified as long-term and included within other assets on the Company’s consolidated balance sheet.

The Notes contain covenants that, among other things, limit the ability of the Issuer to: (i) sell, transfer, or dispose of assets without the consent of a majority of the noteholders, (ii) create or permit liens on its assets (other than certain permitted liens) and (iii) incur indebtedness (other than permitted indebtedness).

The Notes issued in connection with the Indenture bear interest on the unpaid principal amount at 7.80% and 9.65% for Class A and Class B Notes, respectively. The Notes amortize based on a target loan-to-value calculation, and if any Notes remain outstanding after September 2028, then all available funds of the Issuer will be swept to pay down the Notes. After September 2028 and October 2030, interest will increase an additional 2.00% and 4.00% per annum, respectively, on any Notes outstanding. The effective interest rate for the Class A and Class B Notes as of June 30, 2026 was 9.11% and 11.02%, respectively.

As the Indenture was entered into in conjunction with the Eleventh Amendment, the Company performed an analysis under ASC 470 and determined that debt modification accounting was appropriate for the Previous Term Loans and Notes. The additional debt discount costs incurred in connection with the Eleventh Amendment and Indenture include the fair value of the Eleventh Amendment Warrants (as definedbelow in Note 9, “Warrants to Purchase Shares of Common Stock”), fees paid on behalf of lenders, and original issue discount on the Notes. The Company incurred a total of $3.7 million in debt issuance costs and $2.7 million in debt discount related to the Indenture, of which none of the debt issuance costs were capitalized and $2.7 million in debt discount were deferred. The costs associated with the Notes are being amortized to interest expense, net in the Company’s consolidated statements of comprehensive income (loss) over the respective term using the effective interest method.

During the year ended June 30, 2026, the Company repaid $19.5 million of the outstanding balance on the Notes.

The carrying amounts of the Term Loan and the Notes approximate fair value. This is due to the Term Loan’s variable interest rates and the recent issuance of the Notes at prevailing market terms, with no significant changes in the Company’s credit quality or market spreads.

Variable Interest Entity

The Issuer was formed on July 24, 2023 as a bankruptcy remote and separate legal entity with its own creditors who will be entitled, prior to and upon the liquidation of the Issuer, to be satisfied out of the Issuer’s assets prior to any assets becoming available to the Company. Accordingly, the assets of the Issuer are not available to pay creditors of the Company or any of its subsidiaries.

The Issuer, as described above, meets the definition of a variable interest entity (“VIE”) for which the Company is the primary beneficiary because it has the power over the significant activities of the VIE in its capacity as the servicer of the Subject Renewal Commissions. As such, the Issuer’s assets, liabilities, and financial results of operations are consolidated in the Company’s consolidated financial statements. As of June 30, 2026, and 2025, the Issuer’s liabilities included in the consolidated balance sheets primarily consisted of the borrowings under the Indenture of $63.9 million, and $83.4 million.

Derivative Instruments and Hedging Activities

During the year ended June 30, 2025 and 2024, the Company used derivative financial instruments to hedge against its exposure to fluctuations in interest rates associated with the Previous Term Loans. To accomplish this hedging strategy, the Company entered into interest rate swaps designated as cash flow hedges that were designed to be highly correlated to the underlying terms of the debt instruments to which their forecasted, variable-rate payments are tied. The interest rate swap instrument was terminated in November 2024. During the fiscal year ended June 30, 2025 and 2024, the changes in fair value were reclassified from accumulated other comprehensive income (loss) into earnings as an offset to interest expense, net. As of June 30, 2026, there are no outstanding derivative instruments or remaining balances in accumulated other comprehensive income (loss) related to derivative hedging activities. The Company does not engage in the use of derivative instruments for speculative or trading purposes

  1. Senior Non-Convertible Preferred Stock

On February 10, 2025, the Company entered into the Senior Non-Convertible Preferred Stock Purchase Agreements with each of NL Monarch Holdings LLC (“Morgan Stanley”) and NL Monarch Holdings II LLC (“Bain Capital” and together with Morgan Stanley, the “Investors”), providing for an aggregate investment by the Investors of $350.0 million in the Company (collectively, the “Investment”). In exchange for the Investment, the Company issued to the Investors 350,000 shares of Senior Non-Convertible Preferred Stock of the Company, par value $0.01 per share, (the “Senior Non-Convertible Preferred Stock”), with a face value per share of $1,000 (“Original Liquidation Preference”), and agreed to issue to the Investors up to an aggregate amount of 30,833,333 warrants to purchase sharesof the Company’s common stock, par value $0.01 (the “Senior Non-Convertible Preferred Stock Warrants”). Refer to Note 9 tothe consolidated financial statementsfor further detail on the Senior Non-Convertible Preferred Stock Warrants. At close, the Company reimbursed certain of the Investors’ expenses and paid to the Investors an aggregate closing fee of 3.00% of the aggregate purchase price. The Company used the net proceeds from the Investment to repay $260.0 million of the Company’s outstanding balance on the Previous Term Loans, $4.9 million of accrued interest on the Previous Term Loans, $13.0 million of transaction costs incurred at issuance, $40.0 million of the Company’s outstanding Revolving Credit Facility balance, and $20.0 million of cash to fund operations. In connection with the Investment, the Company also entered into a Director Designation Agreement with an affiliate of each Investor pursuant to which the Company appointed a representative of each Investor to the Company’s Board of Directors at closing.

The Company evaluated the Senior Non-Convertible Preferred Stock under ASC 480 and concluded the instrument will be classified as temporary equity on the consolidated balance sheet, as the Senior Non-Convertible Preferred Stock will become redeemable at the option of the Investors upon occurrence of an event that is not solely within the control of the Company. The $350.0 million in gross proceeds from the Senior Non-Convertible Preferred Stock have been allocated to the Senior Non-Convertible Preferred Stock and Senior Non-Convertible Preferred Stock Warrants using the with-and-without method based on the fair values of the Senior Non-Convertible Preferred Stock Warrants at issuance. Upon issuance, $221.0 million of the gross proceeds were allocated to the Senior Non-Convertible Preferred Stock and $129.0 million to the Senior Non-Convertible Preferred Stock Warrants, respectively. The $10.5 million closing fee and $1.7 million in fees paid on behalf of the Investors were attributed to the Senior Non-Convertible Preferred Stock, resulting in net proceeds of $337.9 million. Of the $11.4 million total issuance costs incurred, $7.1 million was allocated to the Senior Non-Convertible Preferred Stock based on a relative fair value approach and treated as a reduction in carrying value. The remainder was allocated to the Senior Non-Convertible Preferred Stock Warrants and expensed.

Dividends

Dividends on the Senior Non-Convertible Preferred Stock accrue and accumulate quarterly at a rate of 14.5% per annum, subject to certain increases in the event of the occurrence of certain events of default, and to a decrease to 13.5% per annum if (a) the dividends are paid in cash, (b) liquidity is no less than $50.0 million, and (c) either (i) the outstanding balance of the Senior Secured Credit Facility is less than or equal to $200.0 million and the interest coverage ratio is greater than or equal to 2.0, or (ii) the leverage ratio is less than or equal to 2.0. To the extent the Company does not pay such dividends in cash, dividends on each outstanding share of Senior Non-Convertible Preferred Stock will accrue and accumulate on a daily basis and compound quarterly at the then applicable dividend rate on the Original Liquidation Preference plus the aggregate amount of unpaid accrued dividends (the “Accreted Liquidation Preference”).

Our calculation of the expected redemption price assumes redemption on the sixth anniversary date in accordance with the Certificate of Designation of the Senior Non-Convertible Preferred Stock (the “Certificate of Designation”). The Company has presented the Senior Non-Convertible Preferred Stock in temporary equity and is accreting the discount using the effective interest method. The implied effective interest rate is approximately 19.0% per annum.

Ranking and Liquidation Preference

The Senior Non-Convertible Preferred Stock ranks senior to the common stock and each other existing or future classes or series of capital stock or common stock equivalents of the Company, including with respect to payments of dividends and distributions on, and in the liquidation, dissolution or winding up, and upon any distribution of the assets of, the Company. Upon the liquidation, dissolution, or winding up of the affairs of the Company, or upon the occurrence of certain events constituting a preferred default pursuant to the Certificate of Designation for the Senior Non-Convertible Preferred Stock (a “Liquidation Event”), the Company shall redeem all shares of Senior Non-Convertible Preferred Stock as of the date of the Liquidation Event. A redemption shall be in preference to and in priority over any distribution or other payment to a holder of any common stock, and at a price per share of Senior Non-Convertible Preferred Stock equal to the sum of the then current Accreted Liquidation Preference, plus the aggregate amount of any accrued and unpaid dividends (the “Liquidation Preference”).

Redemption Rights

In accordance with the Certificate of Designation, the Senior Non-Convertible Preferred Stock may be redeemed by the Investors on or after the sixth anniversary of issuance. The redemption date is contingent upon certain of the Company’s obligations under the Credit Agreement or any replacement thereof and does not embody an unconditional obligation of the Company as of issuance to redeem the Senior Non-Convertible Preferred Stock. At any time on or after the sixth anniversary of the issuance date, the Company may elect to redeem all or a portion of the Senior Non-Convertible Preferred Stock for an amount equal to the then current Liquidation Preference.

  1. Warrants to Purchase Shares of Common Stock

Eleventh Amendment Warrants

Concurrent with the entry into the Eleventh Amendment and Indenture on October 15, 2024, the Company issued an aggregate 5,568,360 warrants to the term lenders under the Previous Credit Facility as of the date of the Eleventh Amendment (“the Eleventh Amendment Warrants”). The Eleventh Amendment Warrants were divided into four tranches. Each Eleventh Amendment Warrant entitles the holder to purchaseone share of Common Stock at an exercise price of $3.00 per share, payable in cash or on a cashless basis according to the formula set forth in the Eleventh Amendment Warrant agreements. The exercise price of the Eleventh Amendment Warrants and the number of shares issuable upon exercise are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Eleventh Amendment Warrants expire four years after the initial vesting date.

On October 15, 2025, the first tranche of the Eleventh Amendment Warrants vested in accordance with their terms. The remaining unvested Eleventh Amendment Warrants were cancelled on January 8, 2026 upon repayment of the Previous Term Loans. As a result of the cancellation, the Company recognized a non-cash gain of $4.2 million within the change in fair value of warrants in the accompanying consolidated statements of comprehensive income (loss) during the year ended June 30, 2026.

The Company evaluated the Eleventh Amendment Warrants under ASC 815, and concluded that they do not meet the criteria to be classified in stockholders’ equity and should be classified as a derivative liability. For the

Eleventh Amendment Warrants, this conclusion was reached due to the variable settlement amount of the Eleventh Amendment Warrant shares. Therefore, the freestanding Eleventh Amendment Warrants are reflected as liabilities on the consolidated balance sheets at their estimated fair value. Subsequent changes in the estimated fair value are reflected in change in fair value of warrants in the accompanying consolidated statements of comprehensive income (loss).

Senior Non-Convertible Preferred Stock Warrants

Pursuant to the Senior Non-Convertible Preferred Stock Purchase Agreements, the Company agreed to issue to the Investors warrants to purchase up to an aggregate 30,833,333 shares of the Company’s common stock. The issued Senior Non-Convertible Preferred Stock Warrants are divided into three tranches: (A) warrants to purchase 13,481,481 shares of Common Stock at an initial exercise price of $0.01 per share; (B) warrants to purchase 10,111,111 shares of Common Stock at an initial exercise price of $3.92 per share; and (C) warrants to purchase 7,240,741 shares of Common Stock at an initial exercise price of $5.50 per share. Each Investor is entitled to receive one-half of each tranche of the Senior Non-Convertible Preferred Stock Warrants, subject to the conditions described below. The exercise price of the Senior Non-Convertible Preferred Stock Warrants and the number of shares issuable upon exercise are subject to adjustments for stock splits, combinations, stock dividends or similar events. The Company issued 85% of the Senior Non-Convertible Preferred Stock Warrants that are allocated to each Investor on February 28, 2025. The Senior Non-Convertible Preferred Stock Warrants are fully vested and exercisable, payable in cash or on a cashless basis according to the formula set forth therein, upon issuance. On January 2, 2026, the Company issued the remaining 15% of the Senior Non-Convertible Preferred Stock Warrants (the “Contingent Warrants”) that were allocated to each Investor. The Senior Non-Convertible Preferred Stock Warrants expireten years following the date of issuance. As of June 30, 2026, none of the Senior Non-Convertible Preferred Stock Warrants had been exercised.

As outlined in the Senior Preferred Stock Purchase Agreement, the Investors can require the Company to repurchase all of their outstanding Senior Non-Convertible Preferred Stock Warrants at fair value in cash based on the earlier of: (i) payment in full by the Company of all amounts due by the Company in respect of each issued and outstanding share of Preferred Stock, and (ii) the sixth anniversary of the Senior Non-Convertible Preferred Stock original issue date. If the Company makes the payment in full, there is a settlement alternative that allows for the Investors to request for the Company to purchase all of their outstanding Preferred Warrant shares at fair value in cash (“Put Right”).

Due to the Put Right, the Company evaluated the Senior Non-Convertible Preferred Stock Warrants under ASC 480 and concluded that they do not meet the criteria to be classified in stockholders’ equity and should be classified as a liability. Therefore, the freestanding Senior Non-Convertible Preferred Stock Warrants are reflected as liabilities on the consolidated balance sheets at their estimated fair value. Subsequent changes in the estimated fair value are reflected in change in fair value of warrants in the accompanying consolidated statements of comprehensive income (loss).

  1. Fair Value Measurements

The Company determines the fair value of its financial instruments in accordance with the provisions of ASC 820, which establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability

Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.

The carrying amounts of the Company’s cash, cash equivalents and restricted cash, accounts receivable, accounts payable, accrued compensation, and accrued liabilities approximate their fair values due to the short-term nature of these instruments. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and June 30, 2025 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

As of June 30, 2026
(in thousands)Level 1Level 2Level 3Total
Liabilities:
Other long-term liabilities
Warrant liability$—$—$22,853$22,853
As of June 30, 2025
(in thousands)Level 1Level 2Level 3Total
Assets:
Cash equivalents
Money market funds$322$—$—$322
Liabilities:
Other long-term liabilities
Warrant liability$—$—$78,657$78,657

Money market funds—Represents short-term, highly liquid investments with maturities of three months or less at the time of purchase. Cash equivalents include a money market account primarily invested in cash and U.S. Government securities. These investments are generally classified as Level 1 fair value measurements, which represent unadjusted quoted market prices in active markets for identical assets or liabilities.

Warrant liability—The Company utilizes the Black-Scholes-Merton option pricing model for the liability classified warrants each reporting period, with changes in fair value recognized in the consolidated statements of comprehensive income (loss). The estimated fair value of the liability classified warrants is determined using Level 3 inputs. Inherent in an option pricing model are estimates and assumptions related to expected share-price volatility, risk-free interest rate, expected dividend yield, and expected life. These estimates and assumptions could vary significantly, which could result in material differences in the fair values assigned to the assets and liabilities.

The expected life of the Eleventh Amendment Warrants is assumed to be equivalent to their remaining contractual term based upon the vesting date. The Company estimates the expected volatility of its common stock based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the Eleventh Amendment

Warrants. The Company does not plan to pay a dividend during the Eleventh Amendment Warrant term, nor have they historically, thus the dividend rate will remain at zero.

The fair value of the Eleventh Amendment Warrants has been estimated with the following assumptions:

June 30, 2026
Tranche 1
Stock price(1)$0.84
Exercise price$3.00
Expected volatility99.17%
Risk-free interest rate4.07%
Expected dividend-yield—%
Expected life3.29 years
Fair value per warrant$0.34

(1) The stock price is based on the closing stock price as of June 30, 2026.

June 30, 2025
Tranche 1Tranche 2Tranche 3Tranche 4
Stock price(1)$2.38$2.38$2.38$2.38
Exercise price$3.00$3.00$3.00$3.00
Expected volatility109.98%103.31%103.31%103.31%
Risk-free interest rate3.68%3.75%3.85%3.95%
Expected dividend-yield—%—%—%—%
Expected life4.29 years5.29 years6.29 years7.29 years
Fair value per warrant$1.75$1.81$1.92$2.00

(1) The stock price is based on the closing stock price as of June 30, 2025.

The expected life of the Senior Non-Convertible Preferred Stock Warrants is assumed to be equivalent to their remaining contractual term often years. The exercise prices of each tranche are based upon the terms established in the Senior Non-Convertible Preferred Stock Purchase Agreements. The Company used aten-year term matched zero-coupon interest rate and a ten-year look back term. The Company estimates the expected volatility of its common stock based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity similar to the expected remaining life of the Senior Non-Convertible Preferred Stock Warrants. The Company does not plan to pay a dividend during the Senior Non-Convertible Preferred Stock Warrants term, nor have they historically, thus the dividend rate will remain at zero.

The fair value of the Senior Non-Convertible Preferred Stock Warrants has been estimated with the following assumptions:

June 30, 2026
Tranche ATranche BTranche C
Stock price(1)$0.84$0.84$0.84
Exercise price$0.01$3.92$5.50
Expected volatility102.52%102.52%102.52%
Risk-free interest rate4.31%4.31%4.31%
Expected dividend-yield—%—%—%
Expected life8.62 years8.62 years8.62 years
Fair value per warrant$0.84$0.65$0.62

(1) The stock price is based on the closing stock price as of June 30, 2026.

June 30, 2025
Tranche ATranche BTranche C
Stock price(1)$2.38$2.38$2.38
Exercise price$0.01$3.92$5.50
Expected volatility103.31%103.31%103.31%
Risk-free interest rate4.18%4.18%4.18%
Expected dividend-yield—%—%—%
Expected life9.62 years9.62 years9.62 years
Fair value per warrant$2.38$2.11$2.06

(1) The stock price is based on the closing stock price as of June 30, 2025.

Changes in Level 3 fair value measurements were as follows:

(in thousands)Warrant Liability
Balance as of June 30, 2024$—
Issuance of Eleventh Amendment Warrants8,628
Issuance of Senior Non-Convertible Preferred Stock Warrants128,953
Change in fair value(58,924)
Balance as of June 30, 202578,657
Change in fair value(51,563)
Cancellation of Eleventh Amendment Tranche 2-4 Warrants(4,241)
Balance as of June 30, 2026$22,853
  1. COMMITMENTS AND CONTINGENCIES

Lease Obligations—Refer to Note 5 to the consolidated financial statements for commitments related to our operating leases.

Legal Contingencies and Obligations—From time to time, the Company is subject to legal proceedings and governmental inquiries in the ordinary course of business. Such matters may include insurance regulatory claims; commercial, tax, employment, or intellectual property disputes; matters relating to competition and sales practices; claims for damages arising out of the use of the Company’s services. The Company may also become subject to lawsuits related to past or future acquisitions, divestitures, or other transactions, including matters related to representations and warranties, indemnities, and assumed or retained liabilities. The Company is not currently aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows; however, in the event of unexpected developments, it is possible that the ultimate resolution of certain ongoing matters, if unfavorable, could be materially adverse to our business, prospects, financial condition, liquidity, results of operation, cash flows, or capital levels.

Securities Class Actions and Stockholder Derivative Suit

On August 16, 2021, a putative securities class action lawsuit captioned Hartel v. SelectQuote, Inc., et al., Case No. 1:21-cv-06903 (“the Hartel Action”) was filed against the Company andtwo of its executive officers in the U.S. District Court for the Southern District of New York. The complaint asserts securities fraud claims on behalf of a putative class of plaintiffs who purchased or otherwise acquired shares of the Company’s common stock between February 8, 2021 and May 11, 2021 (the “Hartel Relevant Period”). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s business, operations, and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the Hartel Relevant Period. The plaintiffs seek unspecified damages and reimbursement of attorneys’ fees and certain other costs.

On October 7, 2021, a putative securities class action lawsuit captioned West Palm Beach Police Pension Fund v. SelectQuote, Inc., et al., Case No. 1:21-cv-08279 (the “WPBPPF Action”), was filed in the U.S. District Court for the Southern District of New York against the Company, two of its executive officers, andsix current or former members of the Company’s Board of Directors, along with the underwriters of the Company’s initial public offering of common stock (the “Offering”). The complaint asserts claims for securities law violations on behalf of a putative class of plaintiffs who purchased shares of the Company’s common stock (i) in or traceable to the Offering or (ii) between May 20, 2020 and August 25, 2021 (the “WPB Relevant Period”). Specifically, the complaint alleges the defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s financial well-being and prospects, allegedly causing the Company’s common stock to trade at artificially inflated prices during the WPB Relevant Period. The complaint also alleges the defendants violated Sections 11, 12(a)(2), and 15 of the Securities Act by making misstatements and omissions of material facts in connection with the Offering, allegedly causing a decline in the value of the Company’s common stock. The plaintiffs seek unspecified damages, rescission, and reimbursement of attorneys’ fees and certain other costs.

On October 15, 2021, a motion to consolidate the Hartel Action and the WPBPPF Action was filed. On September 2, 2022, the court entered an order consolidating the Hartel and WPBPPF Actions under the caption In re SelectQuote, Inc. Securities Litigation, Case No. 1:21-cv-06903 (the “Securities Class Action”) and appointing the West Palm Beach Police Pension Fund and City of Fort Lauderdale Police & Fire Retirement System as lead plaintiffs. On November 19, 2022, plaintiffs filed an amended complaint asserting similar allegations to those alleged in the Hartel and WPBPPF Actions in addition to new allegations regarding certain defendants’ purported violation of Section 20A of the Exchange Act. The amended complaint also added Brookside Equity Partners LLC, one of the Company’s principal stockholders, as a defendant. On January 27, 2023, the Company filed a motion to dismiss the amended complaint on behalf of itself and certain of its current and former officers and directors. Plaintiffs filed an opposition to the motion to dismiss on April 5, 2023, and the Company filed its reply to plaintiffs’ opposition on May 10, 2023. On March 28, 2024, the court granted the Company’s motion to dismiss, with leave to amend. Plaintiffs filed their second amended complaint on May 31, 2024. On July 31, 2024, the Company filed a motion to dismiss the second amended complaint. Plaintiffs filed their opposition to the Company’s motion to dismiss on October 2, 2024, and the Company filed its reply to Plaintiffs’ opposition on November 1, 2024. On April 3, 2025, the court dismissed Plaintiffs’ second amended complaint. Plaintiffs filed a notice of appeal on May 5, 2025. On August 8, 2025, plaintiffs West Palm Beach Police Pension Fund and City of Fort Lauderdale Police &

Fire Retirement System (together, the “Plaintiffs-Appellants”) filed a brief in support of their appeal with the United States Court of Appeals for the Second Circuit (the “Second Circuit”), and on August 13, 2025, the Second Circuit granted the parties’ joint stipulation dismissing Brookside Equity Partners LLC from the appeal. The Company and other remaining defendants-appellees (the “Defendants-Appellees”) filed their brief in response to Plaintiffs-Appellants’ brief on November 7, 2025, and Plaintiffs-Appellants submitted their reply brief on November 28, 2025. Oral argument was held on February 27, 2026. The appeal remains pending before the Second Circuit.

On March 25, 2022, a stockholder derivative action captioned Jadlow v. Danker, et al., Case No. 1:22-cv-00391 (“the Jadlow Action”) was filed in the U.S. District Court for the District of Delaware by an alleged stockholder of the Company, purportedly on the Company’s behalf. The lawsuit was brought against certain of the Company’s current and former directors and officers, and against the Company, as nominal defendant. The complaint alleges that certain of the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements and failing to disclose material adverse facts about the Company’s business, operations, and prospects. The complaint also asserts claims against all defendants for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets based on the same general underlying conduct and seeks contribution under Sections 10(b) and 21D of the Exchange Act and Section 11(f) of the Securities Act from the individual defendants named in the Securities Class Actions. The complaint seeks unspecified damages for the Company, restitution, reformation and improvement of its corporate governance and internal procedures regarding compliance with laws, and reimbursement of costs and attorneys’ fees. On July 25, 2022, the Jadlow action was transferred to the U.S. District Court for the Southern District of New York, where it was assigned Case No. 1:22-cv-06290 and referred to Judge Alvin K. Hellerstein as possibly related to the Hartel Action. On August 4, 2022, Judge Hellerstein accepted the Jadlow action as related to the Hartel Action and, on August 10, 2022, granted the parties’ joint stipulation to stay the Jadlow action pending the resolution of the motion to dismiss the Securities Class Action. The Jadlow action remains stayed.

Other Matters

On May 1, 2025, the Company became aware the U.S. Attorney’s Office for the District of Massachusetts had filed a complaint partially intervening in aqui tam action against the Company and certain of its competitors and carrier partners. Thequi tam action, captioned United States ex rel. Shea v. eHealth, Inc., et al., Case No. 21-cv-11777 (the “DOJ Action”), was brought by a relator, a former employee of one of the Company’s direct competitors, and was filed and remained under seal until it was unsealed by order of the U.S. District Court for the District of Massachusetts dated May 1, 2025. On the same date, the Company also became aware that the relator had filed a sealed amended complaint in thequi tam action on April 29, 2025, which complaint was also unsealed by the Court’s order. The complaints allege that the Company and the other defendants named therein violated the Federal False Claims Act by engaging in various allegedly improper sales and marketing practices. The complaints seek, among other things, treble damages, civil penalties, and costs. The Company denies the allegations made in the complaints and plans to defend the suit vigorously.

On August 19, 2025, the Company and co-defendants eHealth, Inc., GoHealth, Inc., Aetna Life Insurance Company (“Aetna”), Humana Inc. (“Humana”), and Elevance Health, Inc. (“Elevance”), and certain of their corporate affiliates (collectively with Aetna, Humana, and Elevance, the “Carriers”), filed a joint motion to dismiss the government’s complaint for failure to state a claim upon which relief can be granted. The Company, together with co-defendants eHealth, Inc. and GoHealth, Inc. (collectively, the “Brokers” and, together with the Carriers, the “Defendants”), also filed an additional motion to dismiss on separate grounds. On October 20, 2025, the government filed motions in opposition to the joint motion to dismiss and the Brokers’ separate motion to dismiss. Replies to the government’s oppositions to the joint motion and separate Brokers’ motion, respectively, were filed on December 19, 2025. On March 26, 2026, the court issued an order denying the Defendants’ motions to dismiss on all counts other than the government’s claim for unjust enrichment, which was dismissed. On April 30, 2026, Defendants filed a motion for partial reconsideration of the court’s denial of Defendants’ motion to dismiss, and the government filed its response to Defendants’ motion on May 8, 2026. The motion remains pending before the court. On May 22, 2026, the Company filed its answer to the government’s complaint in partial intervention. On July 2, 2026, the relator’s independent claims were voluntarily dismissed without prejudice.

On August 11, 2025, a putative securities class action lawsuit captioned Pahlkotter v. SelectQuote, Inc., et al., Case No. 1:25-cv-06620 (the “Pahlkotter Action”), was filed in the U.S. District Court for the Southern District of New York against the Company and three of its current and former executive officers. The complaint asserts claims for securities law violations relating to the allegations set forth in the DOJ Action. The plaintiffs seek unspecified damages, rescission, and reimbursement of attorneys’ fees and certain other costs. On August 29, 2025, the court granted the parties’ joint stipulation to stay the Pahlkotter Action pending the designation of a lead plaintiff and the anticipated filing of an amended complaint. Plaintiff Robert Pahlkotter was appointed lead plaintiff on November 3, 2025 and filed an amended complaint on January 16, 2026. The amended complaint asserted similar allegations to those alleged in the original complaint and added Robert Grant, the Company’s President, as an individual defendant. Defendants filed a motion to dismiss the Pahlkotter Action on March 17, 2026.

On March 11, 2026, two stockholder derivative actions, captioned Scotto v. Danker, et al., Case No. 1:26-cv-1999 (the “Scotto Action”) and Kelly v. Danker, et al., Case No. 1:26-cv-2000 (the “Kelly Action”), respectively, were filed in the U.S. District Court for the Southern District of New York by alleged stockholders of the Company, purportedly on the Company’s behalf. Both lawsuits were brought against the Company’s directors and certain of its current and former officers, and against the Company, as nominal defendant, and allege that the defendants violated Section 14(a) of the Exchange Act by making materially false and misleading statements related to the events underlying the DOJ Action and failing to disclose material adverse facts about the Company’s business, operations, and prospects. The complaints also assert claims against all defendants for breach of fiduciary duty, unjust enrichment, and waste of corporate assets based on the same general underlying conduct and seeks contribution under Sections 10(b) and 21D of the Exchange Act from the individual defendants named in the Pahlkotter Action. The complaints seek unspecified damages for the Company, restitution, reformation and improvement of its corporate governance and internal procedures regarding compliance with laws, and reimbursement of costs and attorneys’ fees. On March 12, 2026, the Kelly and Scotto Actions were referred to Judge Rochon as possibly related to the Pahlkotter Action, and, on March 16, 2026, were accepted as related. On April 24, 2026, the court approved the parties’ joint stipulation consolidating the Kelly and Scotto Actions and staying proceedings pending the resolution of the motion to dismiss the Pahlkotter Action.

The Company currently believes that none of the above matters will have a material adverse effect on its operations, financial condition or liquidity; however, depending on how the matters progress, they could be costly to defend and could divert the attention of management and other resources from operations. The Company has not concluded that a loss related to these matters is probable and, therefore, has not accrued a liability related to any of these matters.

  1. EMPLOYEE BENEFIT PLANS

The Company has a pretax savings plan covering nearly all of its employees that is intended to qualify under Section 401(k) of the Internal Revenue Code. The Company matches each employee’s contributions up to 3% per plan year. Additionally, the Company may make a discretionary profit-sharing contribution based on achieving certain financial metrics to individuals who’ve participated in the plan during the year. The Company’s contributions were $7.0 million, $8.6 million, and $5.5 million for the years ended June 30, 2026, 2025, and 2024, respectively.

In addition, the Company offers an employee stock purchase plan (the “ESPP”), which was amended and restated effective as of April 1, 2022. The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase shares on the exercise date at a price equal to 85% of the fair market value of the Company’s common stock as of either the exercise date or the first day of the relevant offering period, whichever is lesser. The ESPP was suspended effective April 1, 2023. Refer to Note 13 to the consolidated financial statements for further detail.

The Company maintains self-insured medical benefit plans for its employees. The accrued liabilities associated with this program are based on the Company's estimate of the ultimate costs to settle known claims as well as claims incurred but not yet reported as of the balance sheet date. The accrued liability for our self-insured benefit plans, which is included in accrued compensation and benefits on the consolidated balance sheets, was $3.4 million and $2.9 million as of June 30, 2026, and 2025, respectively.

  1. SHAREHOLDERS’ EQUITY

Common Stock—As of June 30, 2026, the Company has reserved the following authorized, but unissued, shares of common stock:

ESPP159
Stock awards outstanding under 2020 Plan20,502,904
Stock awards available for grant under 2020 Plan1,968,883
Options outstanding under 2003 Plan423,399
Total22,895,345

Share-Based Compensation Plans

The Company has awards outstanding fromtwo share-based compensation plans, the 2003 Stock Incentive Plan (the “2003 Stock Plan”) and the 2020 Omnibus Incentive Plan (the “2020 Stock Plan” and, together with the 2003 Stock Plan, the “Stock Plans”). The 2020 Stock Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, time-based restricted stock unit awards (“RSUs”), price-vested restricted stock units (“PVUs”) and other forms of equity compensation (collectively, “stock awards”). All stock awards (other than ISOs, which may be granted only to current employees of the Company) may be granted to employees, non-employee directors, and consultants of the Company and its subsidiaries and affiliates. As of the effective date of the 2020 Stock Plan, which was adopted by the Company’s Board of Directors and approved by the Company’s stockholders in connection with the Company’s IPO in May 2020, no further awards may be made under the 2003 Stock Plan.

The number of shares of common stock available for issuance as of June 30, 2026, pursuant to future awards under the Company’s 2020 Stock Plan is 1,968,883. The number of shares of the Company’s common stock reserved under the 2020 Stock Plan is subject to an annual increase on the first day of each fiscal year beginning on July 1, 2021, equal to 3% of the total outstanding shares of common stock as of the last day of the immediately preceding fiscal year. The maximum number of shares of common stock that may be issued upon the exercise of ISOs will be 4,000,000. The shares of common stock covered by any award that is forfeited, terminated, expired, or lapsed without being exercised or settled for cash will again become available for issuance under the 2020 Stock Plan. With respect to any award, if the exercise price and/or tax withholding obligations are satisfied by delivering shares to the Company (by actual delivery or attestation), or if the exercise price and/or tax withholding obligations are satisfied by withholding shares otherwise issuable pursuant to the award, the share reserve shall nonetheless be reduced by the gross number of shares subject to the award.

The Company accounts for its stock awards in accordance with ASC 718, which requires all share-based compensation to be recognized in the income statement based on fair value and applies to all awards granted, modified, canceled, or repurchased after the effective date.

Total share-based compensation for stock awards included in selling, general and administrative expense in the consolidated statements of comprehensive income (loss) was as follows for the periods presented:

Year Ended June 30,
(in thousands)202620252024
Share-based compensation related to:
Equity classified stock options$283$1,607$2,733
Equity classified RSUs9,85710,0707,701
Equity classified PSU's——33
Equity classified PVUs4,7226,6803,349
Total$14,862$18,357$13,816

Stock Options—The stock options outstanding under the 2003 Stock Plan vest as to one-third after the vesting commencement date and as to 1/24 of the remaining shares subject to the stock option monthly thereafter, subject to the award recipient’s continued employment through the applicable vesting date. Upon a termination of employment for any reason other than for “Cause” (as defined in the 2003 Stock Plan), any unvested and outstanding stock options would generally be forfeited for no consideration, and any vested and outstanding stock options would remain exercisable for 90 days following the date of termination (and, in the case of a termination of employment due to death or disability, for 12 months following the date of termination). Stock options expire 10 years from the date of grant. The terms for ISOs and NSOs awarded in the 2020 Stock Plan are the same as in the 2003 Stock Plan with the exception that the options generally shall vest and become exercisable infour equal installments on each of the first four anniversaries of the grant date, subject to the award recipient’s continued employment through the applicable vesting date. Stock options are granted with an exercise price that is no less than 100% of the fair market value of the underlying shares on the date of the grant.

The fair value of each option (for purposes of calculation of share-based compensation expense) is estimated using the Black-Scholes-Merton option pricing model that uses assumptions determined as of the date of the grant. Use of this option pricing model requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (“expected term”), the estimated volatility of the Company's common stock price over the expected term (“volatility”), the number of options that will ultimately not complete their vesting requirements (“assumed forfeitures”), the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term (“risk-free interest rate”), and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments (“dividend yield”). Changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation and, consequently, the related amount recognized in the consolidated statements of comprehensive income (loss).

During the year ended June 30, 2026 and 2025, there wereno stock options granted. The following table summarizes stock option activity under the Stock Plans for the year ended June 30, 2026:

Number of OptionsWeighted- Average Exercise PriceWeighted- Average Remaining Contractual Term (in Years)Aggregate Intrinsic Value (in Thousands)
Outstanding—June 30, 20253,338,025$12.30
Options exercised——
Options forfeited/expired/cancelled(141,130)15.53
Outstanding—June 30, 20263,196,895$12.164.45$—
Vested and exercisable—June 30, 20263,196,895$12.164.45$—

As of June 30, 2026, there wasno unrecognized share-based compensation cost related to unvested stock options granted.

The Company received $0.0 million, $0.1 million, and $0.1 million of cash in connection with stock options exercised during the years ended June 30, 2026, 2025 and 2024, respectively.

Restricted Stock Units—The Company grants RSUs to eligible employees, non-employee directors, and contractors. These awards generally vest over a period ofone tofour years. Fair value of the RSUs is determined based on the market price of the Company’s common stock at the grant date and share-based compensation expense is recognized over the requisite service period.

The following table summarizes restricted stock unit activity under the 2020 Stock Plan for the year ended June 30, 2026:

Number of Restricted Stock UnitsWeighted-Average Grant Date Fair Value
Unvested as of June 30, 20258,389,188$2.30
Granted5,967,1471.73
Vested(4,375,083)2.28
Forfeited(611,931)2.08
Unvested as of June 30, 20269,369,321$1.96

As of June 30, 2026, there was $10.0 million of unrecognized share-based compensation cost related to unvested restricted stock units outstanding, which is expected to be recognized over a weighted-average period of 1.62 years.

Price-Vested Units—During the year ended June 30, 2026, and 2025, the Company issued PVUs for which vesting is subject to thefulfillment of both a service period and the achievement of stock price hurdles during the relevant performance period. The awards granted during the year ended June 30, 2026, and 2025, respectively, are divided into three separate tranches, each subject to a different price hurdle. Price hurdles are achieved when the average closing price per share of the Company’s common stock over any 60-trading day period during thefive-year performance period meets or exceeds the relevant price hurdle. An employee is eligible to vest in one-third of the awards in each tranche after each year of service, but subject to the achievement of the stock-price hurdle attached to each tranche. As a result, share-based compensation will be recognized on a straight-line basis across nine tranches over each tranche’s requisite service period, which is the greater of the derived service period and the explicit service period.

The following table summarizes the number of shares, stock price hurdles, service periods, and performance periods for each tranche, for the PVUs granted during the year ended June 30, 2026:

Number of Shares per TrancheGrant Date Fair Value (per Share)Stock Price Hurdle (per Share)Performance PeriodRequisite Service Period
Tranche 1636,666$1.67$2.50August 1, 2025 - August 1, 20301 year - 3 years
Tranche 2636,668$1.59$4.00August 1, 2025 - August 1, 20301.14 years - 3 years
Tranche 3636,666$1.49$6.00August 1, 2025 - August 1, 20301.62 years - 3 years

The following table summarizes the number of shares, stock price hurdles, service periods, and performance periods for each tranche, for the PVUs awarded during the year ended June 30, 2025:

Number of Shares per TrancheGrant Date Fair Value (per Share)Stock Price Hurdle (per Share)Performance PeriodRequisite Service Period
Tranche 1772,027$3.98$3.13August 1, 2024 - August 1, 20291 year - 3 years
Tranche 2772,020$3.75$6.00August 1, 2024 - August 1, 20291 year - 3 years
Tranche 3772,027$3.49$9.00August 1, 2024 - August 1, 20291.31 years - 3 years

The fair value of each PVU (for purposes of calculation of share-based compensation expense) is estimated using a Monte Carlo simulation valuation model that uses assumptions determined as of the date of the grant. Use of this model requires the input of subjective assumptions and changes in the subjective assumptions can materially affect the estimate of the fair value of share-based compensation recognized in the consolidated statements of comprehensive income (loss). These assumptions include estimating the volatility of the Company's common stock price over the expected term, the risk-free interest rate that reflects the interest rate at grant date on zero-coupon United States governmental bonds that have a remaining life similar to the expected term risk-free interest rate, the cost of equity, and the dividend yield assumption which is based on the Company's dividend payment history and management's expectations of future dividend payments.

The Company used the following weighted-average assumptions for the PVUs granted during the period presented below:

Shares Granted August 1, 2025Shares Granted August 1, 2024
Share price as of grant date$1.74$4.01
Volatility104.2%88.8%
Risk-free interest rate3.7%3.8%
Cost of Equity15.8%12.6%
Dividend yield—%—%

The following table summarizes price-vested stock unit activity under the 2020 Stock Plan for the year ended June 30, 2026:

Number of Price-Vested UnitsWeighted-Average Grant Date Fair Value
Unvested as of June 30, 20257,481,813$2.11
Granted1,910,000$1.58
Vested(755,544)$2.16
Forfeited(276,182)$2.33
Unvested as of June 30, 20268,360,087$1.96

During the year ended June 30, 2025, the $2.50, $3.13 and $4.00 stock price hurdles were achieved. During the year ended June 30, 2026, one-third of the awards in the first tranche of PVUs with a $2.50 price hurdle that were granted during the three months ended September 30, 2023 vested, one-third of the awards in the first tranche of PVUs with a $4.00 price hurdle that were granted during the three months ended September 30, 2022 vested, and one-third of the awards in the first tranche of PVUs with a $3.13 price hurdle that were granted during the three months ended September 30, 2024 vested.

As of June 30, 2026, there was $2.5 million of unrecognized share-based compensation cost related to unvested PVUs outstanding, which is expected to be recognized over a weighted-average period of 1.27 years.

ESPP—The purpose of the Company’s ESPP is to provide the Company's eligible employees with an opportunity to purchase shares on the exercise date at a price equal to 85% of the fair market value of the Company’s common stock as of either the exercise date or the first day of the relevant offering period, whichever is lesser. The ESPP was suspended effective April 1, 2023, and as of June 30, 2026 there are 159 shares reserved for future issuance under the plan.

  1. INCOME TAXES

All income is from continuing operations and is from a single country, the United States of America. Income tax expense (benefit) consists of the following for the periods presented:

Year Ended June 30,
(in thousands)202620252024
Current income taxes:
Federal$273$(1,527)$2,523
State1,9499521,286
Total2,222(575)3,809
Deferred income taxes:
Federal5,1601,192(2,805)
State6,7163144,055
Total11,8761,5061,250
Income tax expense$14,098$931$5,059
Total Federal tax expense (benefit)$5,433$(335)$(282)
Total State tax expense$8,665$1,266$5,341

In July 2025, the U.S. signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA imposed various changes to U.S. federal income tax regulations, including restoring 100% bonus depreciation, removing the requirement to capitalize and amortize domestic research and development expenditures, and increasing interest deductibility. The effective provisions of the OBBBA were reflected in the Company's financial results for the year ended June 30, 2026, and there was no material impact to income tax expense.

The following reconciles the statutory federal income tax rate to the effective income tax rate for the periods presented:

Year Ended June 30,
202620252024
AmountPercentAmountPercentAmountPercent
Federal statutory income tax rate$16,02021.0%$10,18721.0%$(6,104)21.0%
State income taxes. net of federal effect8,25610.8%1,0652.2%5,422(18.7)%
Domestic federal
Tax credits
Credit for research activities(260)(0.3)%(1,596)(3.3)%——
Work opportunity credit(239)(0.3)%(1,601)(3.3)%(269)0.9%
Changes in valuation allowance940.1%3,3656.9%5,204(17.9)%
Nontaxable or nondeductible items
Executive officer compensation8361.1%1,7723.7%122(0.4)%
Equity compensation6410.8%(1,776)(3.7)%198(0.7)%
Transaction costs——%8591.8%——
Warrant mark-to-market(11,719)(15.3)%(12,500)(25.8)%——
Other3840.5%7441.6%486(1.6)%
Changes in unrecognized tax benefits850.1%4120.8%——
Income tax expense and effective tax rate$14,09818.5%$9311.9%$5,059(17.4)%

In fiscal years 2026 and 2025, Kansas comprised the majority of state income taxes. In fiscal year 2024, California and Kansas comprised the majority of state income taxes.

Significant components of the deferred tax assets and liabilities were as follows as of June 30:

(in thousands)20262025
Deferred tax assets:
Accruals and other$13,523$11,165
Lease liability7,1248,187
Interest expense limitation80,00075,708
Net operating losses147,178150,643
Credit carryforward4,9935,068
Basis difference in fixed and amortizable assets11,70813,289
Total deferred tax assets264,526264,060
Less: Valuation allowance(30,370)(28,083)
Deferred tax assets, net of valuation allowance$234,156$235,977
Deferred tax liabilities:
Commissions receivable$(275,816)$(266,600)
Lease right-of-use asset(5,627)(6,617)
Other(2,166)(632)
Total deferred tax liabilities(283,609)(273,849)
Net long-term deferred tax liabilities$(49,453)$(37,872)

The Company has established a valuation allowance on certain deferred tax assets associated with federal and state specific net operating losses (“NOL”) and credits that are not more likely than not to be realized. For the year ended June 30, 2026, the Company increased the valuation allowance by $2.3 million. As the Company is currently in a three-year cumulative loss position, it cannot consider the projections of future income as part of the valuation allowance analysis and have considered the other sources of future taxable income described under ASC 740 when evaluating the need for a valuation allowance. Aside from certain deferred tax assets related to federal and state credits noted above where a valuation allowance has been established, the Company continues to recognize its deferred tax assets as of June 30, 2026 as it believes it is more likely than not that the net deferred tax assets will be realized. The Company will continue to evaluate the realizability of its deferred tax assets.

As of June 30, 2026, the Company has NOL carryforwards for federal and state income tax purposes of $526.5 million and $710.6 million, respectively. All remaining federal NOLs may be carried forward indefinitely. The state NOL carryforwards will expire during tax years 2026 through 2045. As of June 30, 2026, the Company has federal tax credit carryforwards of $1.0 million and state income tax credit carryforwards of $4.1 million. The federal tax credits will begin to expire during tax year 2044, the state tax credits will expire during tax years 2025 through 2038.

The Company is subject to income taxes in the US federal and various state jurisdictions. Tax regulations within each jurisdiction are subject to interpretation of the related tax laws and regulations and require the application of significant judgment. The federal tax returns from tax years 2022 through 2024 and state tax returns from tax years 2021 through 2024 remain open to examination by significant domestic taxing jurisdictions to which the Company is subject. The statute of limitations for federal and state tax returns may be extended upon utilization of NOL carryforwards.

Income Taxes Paid

The following tables present income taxes paid (net of refunds) for the periods presented:

(in thousands)202620252024
Federal$(500)$1,850$217
State3081,306377
Total income taxes paid (net of refunds)$(192)$3,156$594

Income taxes paid (net of refunds) exceeded 5% of total income taxes paid in the following jurisdictions:

(in thousands)202620252024
State
Alabama65*—
Georgia—227—
Illinois—201*
Louisiana88*55
Massachusetts12**
North Carolina34——
Oklahoma20*—
Pennsylvania46382237
Tennessee21——

*The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.

Uncertain Tax Positions

The benefits of uncertain tax positions are recorded in the Company's consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from taxing authorities.

As of June 30, 2026, the Company had gross unrecognized tax benefits of $0.5 million, consisting of $0.5 million related to prior year tax positions. The gross unrecognized tax benefits as of June 30, 2025 were $0.4 million. If recognized, these benefits would reduce the Company’s effective tax rate in future periods. The Company had no unrecognized tax benefits as of June 30, 2024.

The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of June 30, 2026, the Company has accrued for the payment of projected interest and penalties.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the periods presented is as follows:

Year Ended June 30,
(in thousands)20262025
Balance at beginning of year$399$—
Additions for UTP’s of prior years65350
Decreases for UTP’s of prior years——
Additions for UTP’s of current year—49
Decreases related to audit settlements——
Balance at end of year$464$399
  1. NET INCOME (LOSS) PER SHARE

The Company calculates net income (loss) per share as defined by ASC 260, Earnings per Share(“ASC 260”). Basic net income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) attributable to common shareholders by the weighted-average common stock outstanding during the respective period. Per ASC 260, shares issuable for little to no consideration (“Penny Warrants”) should be included in the number of outstanding shares used for Basic EPS. As of June 30, 2026 and 2025, the Company included the Tranche A Senior Non-Convertible Preferred Stock Warrants outstanding in the denominator of Basic EPS since the exercise price was $0.01 per share thus are considered Penny Warrants. As of June 30, 2025, the Tranche A Contingent Warrants were excluded from Penny Warrants as the contingency had not yet been resolved. Refer to Note 9 of the consolidated financial statements for further details.

Diluted net income (loss) per share (“Diluted EPS”) is computed by dividing net income (loss) attributable to common and common equivalent shareholders by the total of the weighted-average common stock outstanding and common equivalent shares outstanding during the respective period. For the purpose of calculating the Company’s Diluted EPS, common equivalent shares outstanding include common shares issuable upon the exercise of outstanding employee stock options, unvested RSUs, PVUs assuming market conditions are satisfied as of the end of the reporting period, common shares issuable upon the conclusion of each ESPP offering period, Eleventh Amendment Warrants, and Senior Non-Convertible Preferred Stock Warrants (excluding the Penny Warrants). The number of common equivalent shares outstanding has been determined in accordance with the treasury stock method for employee stock options, RSUs, PVUs, common stock issuable pursuant to the ESPP, Eleventh Amendment Warrants, and Senior Non-Convertible Preferred Stock Warrants to the extent they are dilutive. Under the treasury stock method, the exercise price paid by the option holder and future share-based compensation expense that the Company has not yet recognized are assumed to be used to repurchase shares.

The following table sets forth the computation of net income (loss) per share for the periods presented:

Year Ended June 30,
(in thousands, except per share amounts)202620252024
Numerator:
Net income (loss) attributable to common shareholders, basic$(11,649)$25,032$(34,125)
Change in fair value of warrants(1)—(22,607)—
Net income (loss) attributable to common shareholders, diluted(11,649)2,425(34,125)
Denominator:
Weighted-average common stock outstanding, basic188,174176,148168,519
Stock options outstanding to purchase shares of common stock including unvested RSUs and from the ESPP(2)—4,458—
Dilutive effect of warrants to purchase common stock—1,289—
Weighted-average common stock outstanding, diluted188,174181,895168,519
Net income (loss) per share—basic:$(0.06)$0.14$(0.20)
Net income (loss) per share—diluted:$(0.06)$0.01$(0.20)

(1) Includes the change in fair value of warrant liabilities to the extent the related warrants to purchase common stock are dilutive or the effect is not anti-dilutive.

(2) Excluded from the computation of net income (loss) per share-diluted for the year ended June 30, 2026, and June 30, 2024, because the effect would have been anti-dilutive.

The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted for the periods presented because including them would have been anti-dilutive consisted of the following:

Year Ended June 30,
(in thousands)202620252024
Stock options outstanding to purchase shares of common stock, unvested RSUs and shares from the ESPP12,8173,79912,204

The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted because the performance or market conditions associated with these awards were not met are as follows for the periods presented:

Year Ended June 30,
(in thousands)202620252024
Shares subject to outstanding PVUs8,4637,4376,243

The weighted average potential shares of common stock that were excluded from the calculation of net income (loss) per share-diluted because the exercise price of the warrants exceeded the average market price of the Company's common stock or the effect would have been anti-dilutive for the periods presented:

Year Ended June 30,
(in thousands)202620252024
Warrants to purchase shares of common stock21,8438,932—
  1. SEGMENT INFORMATION

As of July 1, 2024, the Company realigned its reportable segments. The Auto & Home business does not meet the quantitative thresholds to be required to continue to be separately disclosed as a reportable segment in accordance with ASC 280, Segment Reporting (“ASC 280”). As a result, the Auto & Home business is included in an “All Other” category. Prior period information has been recast to conform to the current presentation.

The Company’s operating segments and reportable segments have been determined in accordance with ASC 280. We currently have three reportable segments: i) Senior, ii) Healthcare Services, and iii) Life. Senior primarily sells senior Medicare-related health insurance products. Healthcare Services includes SelectRx, Healthcare Select, and SPM. Healthcare Services provides products and services to our Medicare policyholders, which are focused on improving patient health outcomes. Life primarily sells term life and final expense products. The All Other category is reflective of the revenue generated from selling individual automobile and homeowners’ insurance. Additionally, the Company accounts for non-operating activity, share-based compensation expense, depreciation and amortization, goodwill, impairment charges, certain intersegment eliminations, and the costs of providing corporate and other administrative services in our administrative division, Corporate & Eliminations.

Our operating segments are determined based on how our chief executive officer, who also serves as our chief operating decision maker (“CODM”), manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. Adjusted EBITDA is our segment profit measure and a key measure used by our CODM and Board of Directors to understand and evaluate the operating performance of our business and on which internal budgets and forecasts are based and approved.

Our segment disclosure includes intersegment revenues, which consist of affiliate marketing fees for services provided by our Senior segment to our Healthcare Services and Life segments as well as services provided by Life to other segments. These intersegment transactions are recorded by each segment at amounts that we believe approximate fair value as if the transactions were between third parties and, therefore, impact segment performance. However, the revenue and corresponding expense are eliminated in consolidation. The elimination of such intersegment transactions is included within the “Eliminations of intersegment revenues” in the tables below. Apart from these intersegment transactions, the accounting policies of the reportable segments are the same as those described in Note 1 of the consolidated financial statements.

The following tables present information about the reportable segments for the periods presented.

We do not report total assets by segment as our CODM does not use this information to evaluate operating segment performance. Accordingly, we do not regularly provide such information by segment to our CODM.

Year Ended June 30, 2026:

(in thousands)SeniorHealthcare ServicesLifeTotal
External revenue$568,234$844,103$185,935$1,598,272
Intersegment revenue7,7138321048,649
Total revenue from reportable segments$575,947$844,935$186,039$1,606,921
All other revenue (1)20,227
Eliminations of intersegment revenues(8,649)
Total consolidated revenue$1,618,499

(1) Represents revenue from SelectQuote Auto & Home (“SQAH”), a non-reportable segment.

(in thousands)SeniorHealthcare ServicesLifeTotal
Total revenue from reportable segments$575,947$844,935$186,039$1,606,921
Less:
Cost of commissions and other services revenue(202,587)(27,306)(70,250)
Cost of goods sold - pharmacy revenue—(724,907)—
Marketing expense (1)(222,977)(7,820)(87,773)
Technical development (2)—(1,356)—
Selling, general, and administrative (3)(2,357)(58,063)(1,004)
Adjusted Segment EBITDA$148,026$25,483$27,012$200,521
Reconciliation of total segment Adjusted EBITDA
All other Adjusted EBITDA (4)13,336
Corporate (5)(104,725)
Share-based compensation expense(14,862)
Transaction costs (6)(2,112)
Depreciation and amortization(17,489)
Impairment of equity-method investment (7)(1,000)
Loss on extinguishment of debt(8,659)
Change in fair value of warrants55,804
Interest expense, net(44,527)
Income before income tax expense$76,287

(3) For Senior and Life, these costs are primarily comprised of allocations from corporate related to payroll and related benefits for administrative support functions and facilities. Within Healthcare Services, it primarily consists of payroll and related benefit costs for licensed pharmacists and pharmacy technicians performing one-time customer onboarding work for enrollments that do not actually become members.

(5) Corporate is not an operating segment and consists primarily of unallocated corporate overhead costs, such as payroll and related benefits ($69.3 million), professional services ($19.1 million), and facilities ($5.2 million).

(6) These expenses primarily consist of non-restructuring severance expenses ($1.3 million) and financing transaction costs ($0.8 million).

(7) During the year ended June 30, 2026, the Company recognized an impairment charge of $1.0 million representing a full write-off of its equity-method investment.

Year Ended June 30, 2025

(in thousands)SeniorHealthcare ServicesLifeTotal
External revenue$593,335$742,338$172,895$1,508,568
Intersegment revenue7,058367837,508
Total revenue from reportable segments$600,393$742,705$172,978$1,516,076
All other revenue (1)18,026
Eliminations of intersegment revenues(7,508)
Total consolidated revenue$1,526,594
(in thousands)SeniorHealthcare ServicesLifeTotal
Total revenue from reportable segments$600,393$742,705$172,978$1,516,076
Less:
Cost of commissions and other services revenue(201,933)(25,163)(65,047)
Cost of goods sold - pharmacy revenue—(625,389)—
Marketing expense (1)(234,335)(8,038)(80,269)
Technical development (2)—(2,187)—
Selling, general, and administrative (3)(2,454)(56,541)(993)
Adjusted Segment EBITDA$161,671$25,387$26,669$213,727
Reconciliation of total segment Adjusted EBITDA
All other Adjusted EBITDA (4)10,597
Corporate (5)(98,070)
Share-based compensation expense(18,357)
Transaction costs (6)(14,617)
Depreciation and amortization(20,460)
Loss on disposal of property, equipment, and software, net(240)
Impairment of long-lived assets(4,209)
Change in fair value of warrants59,525
Interest expense, net(79,385)
Income before income tax expense (benefit)$48,511

(3) For Senior and Life, these costs are primarily comprised of allocations from corporate related to payroll and related benefits for administrative support functions and facilities. Within Healthcare Services, it primarily consists of payroll and related benefit costs for licensed pharmacists and pharmacy technicians performing one-time customer onboarding work for enrollments that don’t actually become members.

(5) Corporate is not an operating segment and consists primarily of unallocated corporate overhead costs, such as payroll and related benefits ($65.1 million), professional services ($17.2 million), and facilities ($5.7 million).

(6) These expenses primarily consist of non-restructuring severance expenses ($0.8 million) and financing transaction costs ($13.8 million).

Year Ended June 30, 2024

(in thousands)SeniorHealthcare ServicesLifeTotal
External revenue$649,232$478,491$157,826$1,285,549
Intersegment revenue6,617171046,738
Total revenue from reportable segments$655,849$478,508$157,930$1,292,287
All other revenue (1)36,228
Eliminations of intersegment revenues(6,739)
Total consolidated revenue$1,321,776
(in thousands)SeniorHealthcare ServicesLifeTotal
Total revenue from reportable segments$655,849$478,508$157,930$1,292,287
Less:
Cost of commissions and other services revenue(216,348)(17,438)(60,017)
Cost of goods sold - pharmacy revenue—(400,821)—
Marketing expense (1)(269,867)(6,260)(76,513)
Technical development (2)—(915)—
Selling, general, and administrative (3)(2,890)(45,253)(1,236)
Adjusted Segment EBITDA$166,744$7,821$20,164$194,729
Reconciliation of total segment Adjusted EBITDA
All other Adjusted EBITDA (4)14,127
Corporate (5)(91,863)
Share-based compensation expense(13,816)
Transaction costs (6)(13,158)
Depreciation and amortization(24,998)
Loss on disposal of property, equipment, and software, net(536)
Interest expense, net(93,551)
Loss before income tax expense (benefit)$(29,066)

(3) For Senior and Life, these costs are primarily comprised of allocations from corporate related to payroll and related benefits for administrative support functions and facilities. Within Healthcare Services, it primarily consists of payroll and related benefit costs for licensed pharmacists and pharmacy technicians performing one-time customer onboarding work for enrollments that don’t actually become members.

(5) Corporate is not an operating segment and consists primarily of unallocated corporate overhead costs, such as payroll and related benefits ($61.7 million), professional services ($17.8 million), and facilities ($4.2 million).

(6) These expenses primarily consist of financing transaction costs ($9.1 million) and non-restructuring severance expenses ($2.4 million).

Revenues from each of the reportable segments are earned from transactions in the United States and follow the same accounting policies used for the Company’s consolidated financial statements. All of the Company’s long-lived assets are located in the United States. For the year ended June 30, 2026, three insurance carrier customers accounted for 39% (UHC),13% (Humana), and 12% (Aetna), of total revenue. For the year ended June 30, 2025, three insurance carrier customers accounted for 37% (UHC), 15% (Aetna), and 11% (Humana) of total revenue. For the year ended June 30, 2024, three insurance carrier customers accounted for 30% (UHC),17% (Humana), and 16% (Aetna) of total revenue. For all periods presented, the revenue was provided by both the Senior and Healthcare Services segments.

  1. RELATED-PARTY TRANSACTIONS

InsideResponse sells leads to a senior healthcare distribution platform that is owned in part by individuals related to one of the Company’s shareholders or who are members of the Company’s management. The total lead generation revenue earned was less than $0.1 million for the years ended June 30, 2026, 2025, and 2024, which is recorded in commissions and other service revenue in the consolidated statements of comprehensive income (loss), as a result of this relationship. The Company didnot have any outstanding accounts receivable as of June 30, 2026, and 2025.

The Company has also purchased leads from this senior healthcare distribution platform. Lead costs incurred with this firm for the years ended June 30, 2026, 2025, and 2024 were not material. The Company didnot have any outstanding payables with this firm as of June 30, 2026, 2025, and 2024. In addition, the Company has acted as the Field Marketing Organization on behalf of this firm. The net financial impact of this relationship to the Company was not material for each of the years ended June 30, 2026, 2025, and 2024.

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