eHealth, Inc 8-K, filed Nov 4, 2026
eHealth, Inc. (EHTH)
8-K
2026-11-04
For: 2026-11-04
View Original
Added on
November 04, 2026
About this 8-K
eHealth, Inc filed this 8-K on November 4, 2026.
eHealth reported third-quarter revenue of $21.3M, down 60%, GAAP net loss of $(35.9)M and operating cash flow of $(11.2)M, which improved 56% year-over-year. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 4, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(737 ) 248-2340
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. | |||||||
On November 4, 2026, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2026 and its financial condition as of September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 4, 2026, the Company posted supplemental investor material on its investor relations webpage at https://ir.ehealthinsurance.com. The Company intends to use its investor relations webpage as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. A copy of the supplemental investor materials is also furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto are intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Except as shall be expressly set forth by specific reference in such filing, the information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 99.2 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| eHealth, Inc. | ||||||||
| Date: | November 4, 2026 | /s/ John J. Dolan | ||||||
John J. Dolan Chief Financial Officer (Principal Financial Officer) | ||||||||
eHealth, Inc. Announces Third Quarter 2026 Results
Significant improvement in operating cash flow
AEP preparations successfully completed
Lifetime Advisory Model demonstrates positive early impact on retention and cross-sell rates
INDIANAPOLIS — November 4, 2026 — eHealth, Inc. (Nasdaq: EHTH), a leading private online health insurance marketplace, today announced its financial results for the third quarter ended September 30, 2026.
| CEO Comments | ||||||||||||||||||||
| “Our third-quarter results were in line with our expectations and demonstrate continued progress against our key priorities for 2026,” said Derrick Duke, Chief Executive Officer of eHealth. “Through the first nine months of the year, we improved operating cash flow by 85% year over year while implementing our lifetime advisory model and meaningfully reducing our cost structure. We entered AEP with a well-prepared organization and a differentiated consumer brand, and we are encouraged by the strong consumer demand we are seeing at attractive lead costs. The most important weeks of AEP are still ahead, and our team is focused on execution.” | ||||||||||||||||||||
| Q3 2026 Key Financial Results | ||||||||||||||||||||
| Total Revenue | GAAP Net Income (Loss) | Adjusted EBITDA(1) | Operating Cash Flow | |||||||||||||||||
| $21.3M | $(35.9)M | $(39.9)M | $(11.2)M | |||||||||||||||||
vs $53.9M | vs $(31.7)M | vs $(34.0)M | vs $(25.3)M | |||||||||||||||||
Comparisons above reflect the comparable metrics from the three months ended September 30, 2025. | ||||||||||||||||||||
| Cash, Cash Equivalents & Short-Term Marketable Securities | Commissions Receivable | |||||||||||||||||||
$88.1M | $970.6M | |||||||||||||||||||
| Q3 2026 Key Highlights and Commentary | ||||||||||||||||||||
■Total revenue declined 60% year-over-year, in line with our strategy of reducing variable marketing spend outside of major enrollment periods and focusing benefit advisors on existing member engagement.
■Q3 2026 positive net adjustment revenue of $1.4 million compared to $12.2 million in prior year.
■Lifetime advisory model showed encouraging early results including improved 90-day retention for our Q2 2026 Medicare Advantage enrollment cohort and Q3 2026 ancillary product cross-sell rates nearly doubling compared to prior year.
■Total operating costs and expenses decreased 29% to $67.6 million compared to $95.4 million in prior year.
■Total marketing and advertising expense declined 55% year-over-year; Medicare segment variable marketing and advertising expense declined 73% year-over-year.
■On track to achieve more than $60.0 million in annual variable spend reductions and approximately $30.0 million in annual fixed cost savings compared to prior year.
■Q3 2026 operating cash flow improved by $14.1 million, or 56%, year-over-year, resulting in year-to-date operating cash flow of $19.6 million, an improvement of 85% year-over-year.
■Commissions receivable balance as of September 30, 2026 represents 7% growth from September 30, 2025.
__________
Note: See the tables at the end of this press release for a reconciliation of our GAAP financial measures to our non-GAAP financial measures for the relevant periods and footnote (1) on page 14 at the end of this press release for definitions of our non-GAAP financial measures. Additionally, see accompanying footnotes on page 14 for additional definitions.
1
| 2026 Guidance | ||||||||||||||||||||
Based on information available as of November 4, 2026, we are reiterating guidance for the full year ending December 31, 2026. These expectations are forward-looking statements and we assume no obligation to update these statements. Actual results may be materially different and are affected by the risk factors and uncertainties identified in this press release and in eHealth’s annual and quarterly reports filed with the Securities and Exchange Commission.
The following guidance is for the full year ending December 31, 2026:
•Total revenue is expected to be in the range of $405.0 million to $445.0 million.
•GAAP net income is expected to be in the range of $8.0 million to $25.0 million.
•Adjusted EBITDA(1) is expected to be in the range of $55.0 million to $75.0 million.
•Operating cash flow is expected to be in the range of $(10.0) million to $12.0 million.
The above guidance includes the expected impact of positive net adjustment revenue which has been updated to be in the range of $17 million to $20 million to reflect the Q3 2026 positive net adjustment revenue, compared to the previous range of $16 million to $20 million.
__________
Note: See accompanying footnotes on page 14.
Webcast and Conference Call Information
A webcast and conference call will be held today, Wednesday, November 4, 2026 at 5:00 p.m. Eastern Time. Individuals interested in listening to the conference call may do so by dialing (833) 461-5787. The participant passcode is 542521622. The live and archived webcast of the call will also be available under “Events & Presentations” on the Investor Relations page of our website at https://ir.ehealthinsurance.com.
About eHealth, Inc.
For nearly 30 years, eHealth, Inc. has helped millions of Americans find the healthcare coverage that fits their needs at a price they can afford, using data, artificial intelligence and a consumer-first approach to help people quickly and effectively compare insurance options. As a leading independent licensed insurance agency and advisor, eHealth offers access to plans from more than 180 health insurers, including national and regional companies, supporting consumers during their working years and retirement. eHealth’s team of licensed insurance agents help match consumers with the insurance plans, services, and support they need to live healthier, more financially secure lives. For more, visit eHealth.com or follow us on LinkedIn, Facebook, Instagram, and X.
Forward-Looking Statements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. These include statements regarding our expectations regarding our business, financial condition, operations and strategy; our AEP performance and outlook; our strategic objectives for 2026 and beyond, including our lifetime advisory model and cost management and cash flow generation efforts; our expected cost reductions; our estimates regarding approved members and estimated memberships, in the aggregate and by product category; our estimates regarding constrained lifetime values of commissions per approved member by product category; our estimates regarding commissions receivable collection; our estimates regarding cost per approved member; our expectations regarding profitability, our cross-sell rates and our ability to execute our operational and strategic plans and initiatives; our 2026 annual guidance for total revenue, GAAP net income, adjusted EBITDA and operating cash flow, and our ability to achieve our financial targets; our estimates for positive net adjustment revenue and its expected impact on our 2026 annual guidance; our expectations regarding industry and market trends, including market opportunity, consumer demand and our competitive advantage; and other statements regarding our future operations, financial condition, prospects and business strategies.
These forward-looking statements are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the statements made. In particular, we are required by Accounting Standards Codification 606 — Revenue from Contracts with Customers to make numerous assumptions that are based on historical trends and our management’s judgment. These assumptions may change over time and have a material impact on our revenue recognition, guidance, and results of operations. Please review the assumptions stated in this press release carefully.
2
The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, our ability to retain existing members and enroll new members during the annual healthcare open enrollment period, the Medicare annual enrollment period, the Medicare Advantage open enrollment period and other special enrollment periods; changes in laws, regulations and guidelines, including in connection with healthcare reform or with respect to the marketing and sale of Medicare plans; competition, including competition from government-run health insurance exchanges and marketplaces, and other sources; the seasonality of our business and the fluctuation of our operating results; our ability to accurately estimate membership, lifetime value of commissions and commissions receivable; changes in product offerings among carriers on our ecommerce platform and changes in our estimated conversion rate of an approved member to a paying member and the resulting impact of each on our commission revenue; the concentration of our revenue with a small number of health insurance carriers; our ability to execute on our growth strategy and other business initiatives; changes in our senior management or other key employees; our ability to recruit, train, retain and ensure the productivity of licensed insurance agents, or benefit advisors, and other personnel; exposure to security risks and our ability to safeguard the security and privacy of confidential data; our relationships with health insurance carriers; the success of our carrier advertising and sponsorship program; our success in marketing and selling health insurance plans and our unit cost of acquisition; our ability to effectively manage our operations as our business evolves and execute on our business plan and other strategic initiatives; the need for health insurance carrier and regulatory approvals in connection with the marketing of Medicare-related insurance products; changes in the market for private health insurance; consumer satisfaction of our service and actions we take to improve the quality of enrollments; changes in member conversion rates; changes in commission rates; our ability to sell qualified health insurance plans to subsidy-eligible individuals and to enroll subsidy-eligible individuals through government-run health insurance exchanges and marketplaces; our ability to derive desired benefits from investments in our business, including membership growth and retention initiatives; our reliance on marketing partners; the success and cost of our marketing efforts, including branding, online advertising, direct-to-consumer mail, email, social media, telephone, SMS text, television, radio and other marketing efforts; our ability to contact our consumers or market our products through specific channels; timing of receipt and accuracy of commission reports; payment practices of health insurance carriers; risks associated with our operations in China; the restrictions in our debt obligations; the restrictions in our investment agreement with our convertible preferred stock investor; our ability to regain and maintain compliance with Nasdaq’s continued listing requirements, including the Minimum Bid Price Requirement, any actions we may take to regain compliance, including a potential reverse stock split, and the potential effects of a failure to regain or maintain compliance, including the potential delisting of our common stock; our ability to raise additional capital, including debt or equity financings, on terms acceptable to us or at all; compliance with insurance, privacy, cybersecurity and other laws and regulations; the outcome of litigation, government enforcement actions or regulatory inquiries in which we are or may from time to time be involved, including the complaint filed against us and certain defendants by the U.S. Attorney’s Office for the District of Massachusetts on May 1, 2025 alleging the violation of the Federal False Claims Act; the performance, reliability and availability of our information technology systems and our ability to maintain and improve such systems, ecommerce platform and underlying network infrastructure, including any new systems we may implement; our ability to deploy new and evolving technologies, such as artificial intelligence; public health crises, pandemics, natural disasters and other extreme events; general economic and macroeconomic conditions, including the risks of potential delays, reductions or disruptions in payments from a prolonged government shutdown, inflation, recession, political events, instability or geopolitical tensions, tariffs and trade tensions or other international disputes, financial, banking and credit market disruptions; our ability to effectively administer our self-insurance program; and other risks and uncertainties related to our business. Other factors that could cause our operating, financial and other results to differ are described in our most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K filed with the Securities and Exchange Commission and available on the Investor Relations page of our website at https://ir.ehealthinsurance.com and on the Securities and Exchange Commission’s website at www.sec.gov.
We have based these forward-looking statements on our current expectations about future events, and these statements are not guarantees of future performance. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Investor Relations Contact
Kate Sidorovich, CFA
Senior Vice President, Investor Relations & Corporate Development
investors@ehealth.com
https://ir.ehealthinsurance.com
3
EHEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 57,307 | $ | 73,725 | |||||||
| Short-term marketable securities | 30,817 | 3,495 | |||||||||
| Accounts receivable | 2,041 | 7,688 | |||||||||
| Contract assets – commissions receivable – current | 208,846 | 236,116 | |||||||||
| Prepaid expenses and other current assets | 17,082 | 13,328 | |||||||||
| Total current assets | 316,093 | 334,352 | |||||||||
| Contract assets – commissions receivable – non-current | 761,781 | 886,614 | |||||||||
| Property and equipment, net | 3,721 | 4,531 | |||||||||
| Operating lease right-of-use assets | 6,727 | 8,429 | |||||||||
| Restricted cash | 2,630 | 3,090 | |||||||||
| Other assets | 22,695 | 25,452 | |||||||||
| Total assets | $ | 1,113,647 | $ | 1,262,468 | |||||||
| Liabilities, convertible preferred stock and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 4,341 | $ | 28,323 | |||||||
| Accrued compensation and benefits | 16,209 | 41,009 | |||||||||
| Accrued marketing expenses | 2,782 | 16,182 | |||||||||
| Lease liabilities – current | 6,448 | 7,349 | |||||||||
| Other current liabilities | 6,633 | 6,207 | |||||||||
| Total current liabilities | 36,413 | 99,070 | |||||||||
| Long-term debt | 115,494 | 112,954 | |||||||||
| Deferred income taxes – non-current | 34,518 | 57,223 | |||||||||
| Lease liabilities – non-current | 9,646 | 14,050 | |||||||||
| Other non-current liabilities | 4,853 | 5,519 | |||||||||
| Total liabilities | 200,924 | 288,816 | |||||||||
| Convertible preferred stock | 419,180 | 382,057 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 46 | 44 | |||||||||
| Additional paid-in capital | 740,653 | 761,495 | |||||||||
| Treasury stock, at cost | (199,998) | (199,998) | |||||||||
| Retained earnings (deficit) | (47,505) | 30,116 | |||||||||
| Accumulated other comprehensive income (loss) | 347 | (62) | |||||||||
| Total stockholders’ equity | 493,543 | 591,595 | |||||||||
| Total liabilities, convertible preferred stock and stockholders’ equity | $ | 1,113,647 | $ | 1,262,468 | |||||||
4
EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||||||||||||||
| Commission | $ | 17,765 | $ | 47,223 | (62) | % | $ | 127,376 | $ | 200,900 | (37) | % | |||||||||||||||||||||||
| Other | 3,516 | 6,646 | (47) | % | 15,489 | 26,870 | (42) | % | |||||||||||||||||||||||||||
| Total revenue | 21,281 | 53,869 | (60) | % | 142,865 | 227,770 | (37) | % | |||||||||||||||||||||||||||
Operating costs and expenses(a): | |||||||||||||||||||||||||||||||||||
Marketing and advertising | 10,889 | 24,395 | (55) | % | 48,063 | 87,009 | (45) | % | |||||||||||||||||||||||||||
Customer care and enrollment | 28,812 | 36,814 | (22) | % | 83,394 | 101,945 | (18) | % | |||||||||||||||||||||||||||
Technology and content | 12,245 | 11,805 | 4 | % | 34,881 | 35,760 | (2) | % | |||||||||||||||||||||||||||
General and administrative | 15,677 | 21,925 | (28) | % | 46,772 | 60,817 | (23) | % | |||||||||||||||||||||||||||
| Impairment, restructuring and other charges | — | 455 | (100) | % | 6,432 | 2,010 | 220 | % | |||||||||||||||||||||||||||
| Total operating costs and expenses | 67,623 | 95,394 | (29) | % | 219,542 | 287,541 | (24) | % | |||||||||||||||||||||||||||
| Loss from operations | (46,342) | (41,525) | (12) | % | (76,677) | (59,771) | (28) | % | |||||||||||||||||||||||||||
| Interest expense | (4,179) | (2,384) | (75) | % | (12,268) | (7,380) | (66) | % | |||||||||||||||||||||||||||
| Other income, net | 787 | 978 | (20) | % | 2,459 | 3,894 | (37) | % | |||||||||||||||||||||||||||
| Loss before income taxes | (49,734) | (42,931) | (16) | % | (86,486) | (63,257) | (37) | % | |||||||||||||||||||||||||||
| Benefit from income taxes | (13,815) | (11,240) | (22,258) | (16,118) | |||||||||||||||||||||||||||||||
| Net loss | (35,919) | (31,691) | (13) | % | (64,228) | (47,139) | (36) | % | |||||||||||||||||||||||||||
| Preferred stock dividends | (6,353) | (5,987) | (18,687) | (17,614) | |||||||||||||||||||||||||||||||
| Change in preferred stock redemption value | (8,133) | (6,903) | (23,108) | (19,583) | |||||||||||||||||||||||||||||||
Net loss attributable to common stockholders | $ | (50,405) | $ | (44,581) | (13) | % | $ | (106,023) | $ | (84,336) | (26) | % | |||||||||||||||||||||||
Net loss per share attributable to common stockholders: | |||||||||||||||||||||||||||||||||||
Basic and diluted | $ | (1.57) | $ | (1.46) | (8) | % | $ | (3.35) | $ | (2.78) | (21) | % | |||||||||||||||||||||||
| Weighted-average number of shares used in per share: | |||||||||||||||||||||||||||||||||||
Basic and diluted | 32,133 | 30,633 | 5 | % | 31,685 | 30,347 | 4 | % | |||||||||||||||||||||||||||
_____________________________ (a) Includes stock-based compensation expense as follows: | |||||||||||||||||||||||||||||||||||
| Marketing and advertising | $ | 461 | $ | 609 | $ | 1,109 | $ | 1,691 | |||||||||||||||||||||||||||
| Customer care and enrollment | 249 | 339 | 697 | 935 | |||||||||||||||||||||||||||||||
| Technology and content | 446 | 666 | 1,145 | 2,034 | |||||||||||||||||||||||||||||||
| General and administrative | 1,913 | 2,308 | 4,706 | 6,927 | |||||||||||||||||||||||||||||||
| Total stock-based compensation expense | $ | 3,069 | $ | 3,922 | (22) | % | $ | 7,657 | $ | 11,587 | (34) | % | |||||||||||||||||||||||
Non-GAAP Results(1): | |||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | $ | (39,897) | $ | (34,007) | (17) | % | $ | (52,663) | $ | (35,628) | (48) | % | |||||||||||||||||||||||
Adjusted EBITDA margin(1) | (187) | % | (63) | % | (37) | % | (16) | % | |||||||||||||||||||||||||||
__________
Note: See accompanying footnotes on page 14.
5
EHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Operating activities: | |||||||||||||||||||||||||||||||||||
| Net loss | $ | (35,919) | $ | (31,691) | $ | (64,228) | $ | (47,139) | |||||||||||||||||||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 443 | 447 | 1,423 | 1,384 | |||||||||||||||||||||||||||||||
| Amortization of internally developed software | 2,933 | 2,694 | 8,502 | 9,162 | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | 3,069 | 3,922 | 7,657 | 11,587 | |||||||||||||||||||||||||||||||
| Deferred income taxes | (14,048) | (11,815) | (22,705) | (17,010) | |||||||||||||||||||||||||||||||
| Impairment charges | — | 455 | 303 | 868 | |||||||||||||||||||||||||||||||
| Other non-cash items | 568 | 41 | 1,481 | (596) | |||||||||||||||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||||||||||||||
| Accounts receivable | (223) | 3 | 5,647 | 14,955 | |||||||||||||||||||||||||||||||
| Contract assets – commissions receivable | 37,130 | 9,325 | 152,638 | 92,811 | |||||||||||||||||||||||||||||||
| Prepaid expenses and other assets | (8,193) | (7,147) | (7,114) | (7,661) | |||||||||||||||||||||||||||||||
| Accounts payable | 1,363 | 516 | (24,007) | (17,111) | |||||||||||||||||||||||||||||||
| Accrued compensation and benefits | 1,331 | 7,213 | (24,800) | (19,621) | |||||||||||||||||||||||||||||||
| Accrued marketing expenses | 4 | 1,511 | (13,399) | (11,054) | |||||||||||||||||||||||||||||||
| Deferred revenue | 54 | (1,200) | (2,483) | (872) | |||||||||||||||||||||||||||||||
| Accrued expenses and other liabilities | 246 | 413 | 653 | 901 | |||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | (11,242) | (25,313) | 19,568 | 10,604 | |||||||||||||||||||||||||||||||
| Investing activities: | |||||||||||||||||||||||||||||||||||
| Capitalized internal-use software and website development costs | (1,888) | (3,409) | (6,233) | (10,785) | |||||||||||||||||||||||||||||||
| Purchases of property and equipment and other assets | (30) | (214) | (673) | (2,107) | |||||||||||||||||||||||||||||||
| Purchases of marketable securities | (11,232) | (12,132) | (59,787) | (74,010) | |||||||||||||||||||||||||||||||
| Proceeds from redemption and maturities of marketable securities | 11,950 | 39,450 | 33,059 | 105,950 | |||||||||||||||||||||||||||||||
| Net cash provided by (used in) investing activities | (1,200) | 23,695 | (33,634) | 19,048 | |||||||||||||||||||||||||||||||
| Financing activities: | |||||||||||||||||||||||||||||||||||
| Payments of deferred financing costs | — | (1,000) | — | (1,000) | |||||||||||||||||||||||||||||||
| Net proceeds from exercise of common stock options and employee stock purchases | — | — | 102 | 189 | |||||||||||||||||||||||||||||||
| Repurchase of shares to satisfy employee tax withholding obligations | (47) | (276) | (255) | (2,102) | |||||||||||||||||||||||||||||||
| Payments of preferred stock dividends | — | — | (3,083) | (2,906) | |||||||||||||||||||||||||||||||
| Net cash used in financing activities | (47) | (1,276) | (3,236) | (5,819) | |||||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 115 | 63 | 424 | 59 | |||||||||||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | (12,374) | (2,831) | (16,878) | 23,892 | |||||||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 72,311 | 69,010 | 76,815 | 42,287 | |||||||||||||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 59,937 | $ | 66,179 | $ | 59,937 | $ | 66,179 | |||||||||||||||||||||||||||
6
EHEALTH, INC.
SEGMENT INFORMATION
(in thousands, unaudited)
We evaluate our business performance and manage our operations as two distinct reporting segments: Medicare and Employer and Individual (“E&I”). The Medicare segment consists primarily of commissions earned as the broker of record from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible beneficiaries, including but not limited to, dental and vision insurance and hospital indemnity plans. Our commissions may also include certain bonus payments, which are generally based on attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. The Medicare segment also consists of amounts earned in connection with our advertising programs, including other services such as marketing as well as amounts earned from our non-broker of record fee-based arrangements and our performance of various post-enrollment services for members. The E&I segment consists primarily of commissions earned from our sale of individual and family plans, including both qualified and non-qualified plans, employer plans, including small business health insurance plans and Custom Health Option and Individual Care Expense, or “CHOICE” arrangements (formerly Individual Coverage Health Reimbursement Arrangements or ICHRAs), and ancillary products sold to our non-Medicare-eligible consumers, including but not limited to, dental, vision and short-term insurance. To a lesser extent, the E&I segment also includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets on our website as well as our technology licensing activities.
We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations in the annual budget and forecasting process along with evaluation of actual performance. Our CODM considers budget-to-actual variances on a monthly basis for our segment performance measures when making decisions about allocating capital and personnel to our segments. These performance measures include total segment revenue and segment gross profit (loss).
Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment customer care and enrollment expenses (“CC&E”) and cost of revenue for the applicable segment. Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department. Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department.
The results of our reportable segments are summarized for the periods presented below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| Medicare: | |||||||||||||||||||||||||||||||||||||||||
Total revenue | $ | 18,101 | $ | 49,932 | (64) | % | $ | 131,171 | $ | 211,660 | (38) | % | |||||||||||||||||||||||||||||
Variable marketing and advertising | (4,597) | (16,930) | 73 | % | (29,119) | (64,483) | 55 | % | |||||||||||||||||||||||||||||||||
| Medicare CC&E | (26,036) | (34,049) | 24 | % | (75,480) | (93,596) | 19 | % | |||||||||||||||||||||||||||||||||
Cost of revenue | (175) | (106) | (65) | % | (279) | 158 | (277) | % | |||||||||||||||||||||||||||||||||
| Medicare segment gross profit (loss) | $ | (12,707) | $ | (1,153) | * | $ | 26,293 | $ | 53,739 | (51) | % | ||||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| Employer and Individual: | |||||||||||||||||||||||||||||||||||||||||
Total revenue | $ | 3,180 | $ | 3,937 | (19) | % | $ | 11,694 | $ | 16,110 | (27) | % | |||||||||||||||||||||||||||||
Variable marketing and advertising | (767) | (723) | (6) | % | (2,223) | (2,630) | 15 | % | |||||||||||||||||||||||||||||||||
| E&I CC&E | (2,264) | (2,154) | (5) | % | (6,345) | (6,535) | 3 | % | |||||||||||||||||||||||||||||||||
Cost of revenue | (41) | (87) | 53 | % | (162) | (241) | 33 | % | |||||||||||||||||||||||||||||||||
| E&I segment gross profit | $ | 108 | $ | 973 | (89) | % | $ | 2,964 | $ | 6,704 | (56) | % | |||||||||||||||||||||||||||||
__________
* Percentage not meaningful.
7
EHEALTH, INC.
SEGMENT INFORMATION
(in thousands, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| Consolidated: | |||||||||||||||||||||||||||||||||||||||||
Total revenue | $ | 21,281 | $ | 53,869 | (60) | % | $ | 142,865 | $ | 227,770 | (37) | % | |||||||||||||||||||||||||||||
Variable marketing and advertising | (5,364) | (17,653) | 70 | % | (31,342) | (67,113) | 53 | % | |||||||||||||||||||||||||||||||||
Segment CC&E | (28,300) | (36,203) | 22 | % | (81,825) | (100,131) | 18 | % | |||||||||||||||||||||||||||||||||
Cost of revenue | (216) | (193) | (12) | % | (441) | (83) | (431) | % | |||||||||||||||||||||||||||||||||
| Total segment gross profit (loss) | $ | (12,599) | $ | (180) | * | $ | 29,257 | $ | 60,443 | (52) | % | ||||||||||||||||||||||||||||||
__________
* Percentage not meaningful
A reconciliation of our total segment gross profit (loss) to the Condensed Consolidated Statements of Operations for the periods presented is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||||||||
| Total segment gross profit (loss) | $ | (12,599) | $ | (180) | * | $ | 29,257 | $ | 60,443 | (52) | % | ||||||||||||||||||||||||||||||
Other marketing and advertising(a) | (5,309) | (6,549) | 19 | % | (16,280) | (19,813) | 18 | % | |||||||||||||||||||||||||||||||||
Other CC&E(b) | (512) | (611) | 16 | % | (1,569) | (1,814) | 14 | % | |||||||||||||||||||||||||||||||||
| Technology and content | (12,245) | (11,805) | (4) | % | (34,881) | (35,760) | 2 | % | |||||||||||||||||||||||||||||||||
| General and administrative | (15,677) | (21,925) | 28 | % | (46,772) | (60,817) | 23 | % | |||||||||||||||||||||||||||||||||
| Impairment, restructuring and other charges | — | (455) | 100 | % | (6,432) | (2,010) | (220) | % | |||||||||||||||||||||||||||||||||
| Interest expense | (4,179) | (2,384) | (75) | % | (12,268) | (7,380) | (66) | % | |||||||||||||||||||||||||||||||||
| Other income, net | 787 | 978 | (20) | % | 2,459 | 3,894 | (37) | % | |||||||||||||||||||||||||||||||||
| Loss before income taxes | $ | (49,734) | $ | (42,931) | (16) | % | $ | (86,486) | $ | (63,257) | (37) | % | |||||||||||||||||||||||||||||
__________
(a)Other marketing and advertising costs consist of fixed marketing and advertising, previously capitalized labor, depreciation and share-based compensation costs.
(b)Other CC&E costs consist of previously capitalized labor, depreciation and share-based compensation costs.
* Percentage not meaningful
8
EHEALTH, INC.
COMMISSION REVENUE
(in thousands, unaudited)
Our commission revenue results from approval of an application from health insurance carriers, which we define as our customers under Accounting Standards Codification 606 — Revenue from Contracts with Customers (“ASC 606”). Our commission revenue is primarily comprised of commissions from health insurance carriers which is computed using the estimated constrained lifetime values of commission payments that we expect to receive. Our commissions may include certain bonus payments, which are generally based on our attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers.
The following table presents commission revenue by product for the periods indicated:
| Three Months Ended September 30, | % Change | Nine Months Ended September 30, | % Change | ||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Medicare | |||||||||||||||||||||||||||||||||||
| Medicare Advantage | $ | 11,042 | $ | 37,713 | (71) | % | $ | 98,394 | $ | 150,963 | (35) | % | |||||||||||||||||||||||
| Medicare Supplement | 2,465 | 2,309 | 7 | % | 10,995 | 24,199 | (55) | % | |||||||||||||||||||||||||||
| Medicare Part D | 75 | 1,561 | (95) | % | 479 | 2,956 | (84) | % | |||||||||||||||||||||||||||
| Total Medicare | 13,582 | 41,583 | (67) | % | 109,868 | 178,118 | (38) | % | |||||||||||||||||||||||||||
Individual and Family | |||||||||||||||||||||||||||||||||||
Non-Qualified Health Plans(a) | (189) | (125) | (51) | % | (267) | 359 | (174) | % | |||||||||||||||||||||||||||
Qualified Health Plans(a) | (140) | (64) | (119) | % | (266) | 1,299 | (120) | % | |||||||||||||||||||||||||||
Total Individual and Family | (329) | (189) | (74) | % | (533) | 1,658 | (132) | % | |||||||||||||||||||||||||||
| Ancillary | 2,164 | 3,274 | (34) | % | 9,405 | 11,355 | (17) | % | |||||||||||||||||||||||||||
| Small Business | 2,157 | 2,251 | (4) | % | 7,893 | 7,982 | (1) | % | |||||||||||||||||||||||||||
| Commission Bonus and Other | 191 | 304 | (37) | % | 743 | 1,787 | (58) | % | |||||||||||||||||||||||||||
| Total Commission Revenue | $ | 17,765 | $ | 47,223 | (62) | % | $ | 127,376 | $ | 200,900 | (37) | % | |||||||||||||||||||||||
__________
(a)Revenue was negative due to net commission revenue from members approved in prior periods. Such amounts were $(0.4) million and $(0.2) million for non-qualified and qualified health plans, respectively, for the three months ended September 30, 2026; $(1.6) million and $(1.0) million for non-qualified and qualified health plans, respectively, for the nine months ended September 30, 2026; and $(0.5) million and $(0.3) million for non-qualified and qualified health plans, respectively, for the three months ended September 30, 2025.
The following table presents a summary of commission revenue by segment for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| Medicare | |||||||||||||||||||||||||||||
Commission revenue from members approved during the period | $ | 13,272 | $ | 31,402 | $ | 98,851 | $ | 146,304 | |||||||||||||||||||||
Net commission revenue from members approved in prior periods(a) | 1,507 | 12,081 | 17,384 | 39,135 | |||||||||||||||||||||||||
Total Medicare segment commission revenue | 14,779 | 43,483 | 116,235 | 185,439 | |||||||||||||||||||||||||
Employer and Individual | |||||||||||||||||||||||||||||
Commission revenue from members approved during the period | 1,459 | 1,881 | 5,369 | 7,659 | |||||||||||||||||||||||||
Commission revenue from renewals of small business members during the period | 1,675 | 1,737 | 6,159 | 6,479 | |||||||||||||||||||||||||
Net commission revenue from members approved in prior periods(a) | (148) | 122 | (387) | 1,323 | |||||||||||||||||||||||||
Total Employer and Individual segment commission revenue | 2,986 | 3,740 | 11,141 | 15,461 | |||||||||||||||||||||||||
Total commission revenue | $ | 17,765 | $ | 47,223 | $ | 127,376 | $ | 200,900 | |||||||||||||||||||||
_____________
(a)For all existing cohorts approved in prior periods, we reassess assumptions for our constrained LTV of commissions on a quarterly basis and compare to the current constrained LTV recognized on these cohorts. To the extent there is an indication of a change to expected cash collections for these cohorts, net commission revenue from members approved in prior periods, also referred to as net adjustment revenue, is recorded to adjust revenue previously recognized for the affected cohorts. Net adjustment revenue includes both increases and reductions to revenue; however, adjustments increasing revenue are only recognized when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
9
EHEALTH, INC.
SUMMARY OF SELECTED METRICS
(unaudited)
Selected Metrics — Third Quarter of 2026
| Three Months Ended September 30, | % Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
Approved Members(2) | |||||||||||||||||
| Medicare | |||||||||||||||||
| Medicare Advantage | 11,562 | 28,645 | (60) | % | |||||||||||||
| Medicare Supplement | 825 | 1,393 | (41) | % | |||||||||||||
| Medicare Part D | 284 | 1,129 | (75) | % | |||||||||||||
| Total Medicare | 12,671 | 31,167 | (59) | % | |||||||||||||
| Individual and Family | 1,353 | 1,872 | (28) | % | |||||||||||||
| Ancillary | 9,291 | 12,003 | (23) | % | |||||||||||||
| Small Business | 1,079 | 1,228 | (12) | % | |||||||||||||
| Total Approved Members | 24,394 | 46,270 | (47) | % | |||||||||||||
Constrained Lifetime Value of Commissions per Approved Member(3) | |||||||||||||||||
Medicare(a) | |||||||||||||||||
| Medicare Advantage | $ | 955 | $ | 975 | (2) | % | |||||||||||
| Medicare Supplement | 1,424 | 1,467 | (3) | % | |||||||||||||
| Medicare Part D | 261 | 168 | 55 | % | |||||||||||||
| Individual and Family | |||||||||||||||||
| Non-Qualified Health Plans | 246 | 300 | (18) | % | |||||||||||||
| Qualified Health Plans | 224 | 268 | (16) | % | |||||||||||||
| Ancillary | |||||||||||||||||
| Short-term | 120 | 110 | 9 | % | |||||||||||||
| Dental | 130 | 125 | 4 | % | |||||||||||||
| Vision | 78 | 78 | — | % | |||||||||||||
| Small Business | 285 | 254 | 12 | % | |||||||||||||
(a)Constraints for Medicare Advantage, Medicare Supplement and Medicare Part D were 5.5%, 4% and 7%, respectively, for the three months ended September 30, 2026 and 2025. | |||||||||||||||||
Expense Metrics per Approved Member(4) | |||||||||||||||||
Medicare Plans | |||||||||||||||||
CC&E cost per Medicare Advantage (“MA”)-equivalent approved member | $ | 1,787 | $ | 930 | 92 | % | |||||||||||
| Variable marketing cost per MA-equivalent approved member | 369 | 559 | (34) | % | |||||||||||||
| Total acquisition cost per MA-equivalent approved member | $ | 2,156 | $ | 1,489 | 45 | % | |||||||||||
Individual and Family Plans (“IFP”) | |||||||||||||||||
CC&E cost per IFP-equivalent approved member | $ | 678 | $ | 433 | 57 | % | |||||||||||
| Variable marketing cost per IFP-equivalent approved member | 100 | 104 | (4) | % | |||||||||||||
| Total acquisition cost per IFP-equivalent approved member | $ | 778 | $ | 537 | 45 | % | |||||||||||
Note: See accompanying footnotes on page 14.
10
EHEALTH, INC.
SUMMARY OF SELECTED METRICS
(unaudited)
Selected Metrics — Nine Months Ended September 30, 2026
| Nine Months Ended September 30, | % Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
Approved Members(2) | |||||||||||||||||
| Medicare | |||||||||||||||||
| Medicare Advantage | 91,764 | 141,884 | (35) | % | |||||||||||||
| Medicare Supplement | 4,295 | 5,688 | (24) | % | |||||||||||||
| Medicare Part D | 1,379 | 5,149 | (73) | % | |||||||||||||
| Total Medicare | 97,438 | 152,721 | (36) | % | |||||||||||||
| Individual and Family | 6,425 | 9,751 | (34) | % | |||||||||||||
| Ancillary | 36,929 | 41,288 | (11) | % | |||||||||||||
| Small Business | 3,353 | 3,256 | 3 | % | |||||||||||||
| Total Approved Members | 144,145 | 207,016 | (30) | % | |||||||||||||
| As of September 30, | % Change | ||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
Estimated Membership(5) | |||||||||||||||||
Medicare(6) | |||||||||||||||||
| Medicare Advantage | 540,653 | 579,914 | (7) | % | |||||||||||||
| Medicare Supplement | 84,947 | 90,596 | (6) | % | |||||||||||||
| Medicare Part D | 132,805 | 174,970 | (24) | % | |||||||||||||
| Total Medicare | 758,405 | 845,480 | (10) | % | |||||||||||||
Individual and Family(6) | 46,286 | 62,678 | (26) | % | |||||||||||||
Ancillary(6) | 174,587 | 173,835 | — | % | |||||||||||||
Small Business(7) | 33,892 | 36,528 | (7) | % | |||||||||||||
| Total Estimated Membership | 1,013,170 | 1,118,521 | (9) | % | |||||||||||||
__________
Note: See accompanying footnotes on page 14.
11
EHEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
Reconciliation of GAAP Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses(1) (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
GAAP marketing and advertising expense | $ | 10,889 | $ | 24,395 | $ | 48,063 | $ | 87,009 | |||||||||||||||
Stock-based compensation expense | (461) | (609) | (1,109) | (1,691) | |||||||||||||||||||
Non-GAAP marketing and advertising expense(1) | $ | 10,428 | $ | 23,786 | $ | 46,954 | $ | 85,318 | |||||||||||||||
GAAP customer care and enrollment expense | $ | 28,812 | $ | 36,814 | $ | 83,394 | $ | 101,945 | |||||||||||||||
| Stock-based compensation expense | (249) | (339) | (697) | (935) | |||||||||||||||||||
Non-GAAP customer care and enrollment expense(1) | $ | 28,563 | $ | 36,475 | $ | 82,697 | $ | 101,010 | |||||||||||||||
GAAP technology and content expense | $ | 12,245 | $ | 11,805 | $ | 34,881 | $ | 35,760 | |||||||||||||||
| Stock-based compensation expense | (446) | (666) | (1,145) | (2,034) | |||||||||||||||||||
Non-GAAP technology and content expense(1) | $ | 11,799 | $ | 11,139 | $ | 33,736 | $ | 33,726 | |||||||||||||||
GAAP general and administrative expense | $ | 15,677 | $ | 21,925 | $ | 46,772 | $ | 60,817 | |||||||||||||||
| Stock-based compensation expense | (1,913) | (2,308) | (4,706) | (6,927) | |||||||||||||||||||
Non-GAAP general and administrative expense(1) | $ | 13,764 | $ | 19,617 | $ | 42,066 | $ | 53,890 | |||||||||||||||
GAAP total operating costs and expenses | $ | 67,623 | $ | 95,394 | $ | 219,542 | $ | 287,541 | |||||||||||||||
| Stock-based compensation expense | (3,069) | (3,922) | (7,657) | (11,587) | |||||||||||||||||||
| Impairment, restructuring and other charges | — | (455) | (6,432) | (2,010) | |||||||||||||||||||
Non-GAAP total operating costs and expenses(1) | $ | 64,554 | $ | 91,017 | $ | 205,453 | $ | 273,944 | |||||||||||||||
Reconciliation of GAAP Net Loss Attributable to Common Stockholders to Adjusted EBITDA(1) (in thousands) and Adjusted EBITDA Margin(1):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
GAAP net loss attributable to common stockholders | $ | (50,405) | $ | (44,581) | $ | (106,023) | $ | (84,336) | |||||||||||||||
| Preferred stock dividends | 6,353 | 5,987 | 18,687 | 17,614 | |||||||||||||||||||
| Change in preferred stock redemption value | 8,133 | 6,903 | 23,108 | 19,583 | |||||||||||||||||||
| GAAP net loss | (35,919) | (31,691) | (64,228) | (47,139) | |||||||||||||||||||
| Stock-based compensation expense | 3,069 | 3,922 | 7,657 | 11,587 | |||||||||||||||||||
| Depreciation and amortization | 3,376 | 3,141 | 9,925 | 10,546 | |||||||||||||||||||
| Impairment, restructuring and other charges | — | 455 | 6,432 | 2,010 | |||||||||||||||||||
| Interest expense | 4,179 | 2,384 | 12,268 | 7,380 | |||||||||||||||||||
Other income, net | (787) | (978) | (2,459) | (3,894) | |||||||||||||||||||
| Benefit from income taxes | (13,815) | (11,240) | (22,258) | (16,118) | |||||||||||||||||||
Adjusted EBITDA(1) | $ | (39,897) | $ | (34,007) | $ | (52,663) | $ | (35,628) | |||||||||||||||
| Net loss margin | (169) | % | (59) | % | (45) | % | (21) | % | |||||||||||||||
Adjusted EBITDA margin(1) | (187) | % | (63) | % | (37) | % | (16) | % | |||||||||||||||
__________
Note: See accompanying footnotes on page 14.
12
EHEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(unaudited)
Reconciliation of Guidance GAAP Net Loss Attributable to Common Stockholders to Adjusted EBITDA(1) (in millions):
Full Year 2026 Guidance | |||||||||||
| Low | High | ||||||||||
| GAAP net loss attributable to common stockholders | $ | (49.0) | $ | (32.0) | |||||||
| Impact from preferred stock | 57.0 | 57.0 | |||||||||
| GAAP net income | 8.0 | 25.0 | |||||||||
| Stock-based compensation expense | 13.0 | 12.0 | |||||||||
| Depreciation and amortization | 13.0 | 12.0 | |||||||||
| Impairment, restructuring and other charges | 6.0 | 6.0 | |||||||||
| Interest expense | 14.0 | 13.0 | |||||||||
| Other income, net | (3.0) | (3.0) | |||||||||
| Provision for income taxes | 4.0 | 10.0 | |||||||||
Adjusted EBITDA(1) | $ | 55.0 | $ | 75.0 | |||||||
__________
Note: See accompanying footnotes on page 14.
13
EHEALTH, INC.
Footnotes to Preceding Financial Statements and Metrics
(dollars in thousands, unaudited)
(1)Non-GAAP Financial Information
This press release includes financial measures that are not calculated in accordance with U.S. generally accepted accounting principles (GAAP). To supplement eHealth’s condensed consolidated financial statements presented in accordance with GAAP, eHealth presents investors with non-GAAP financial measures, including non-GAAP total operating costs and expenses, certain non-GAAP operating expenses, adjusted EBITDA and adjusted EBITDA margin.
•Non-GAAP total operating costs and expenses is calculated by excluding the effect of expensing stock-based compensation related to stock options, restricted stock awards, performance-based and market-based awards and employee stock purchase plan and impairment, restructuring and other charges from GAAP total operating costs and expenses.
•Non-GAAP marketing and advertising, non-GAAP customer care and enrollment, non-GAAP technology and content and non-GAAP general and administrative expenses are each calculated by excluding the effect of expensing stock-based compensation related to stock options, restricted stock awards, performance-based and market-based awards and employee stock purchase plan from the respective GAAP operating costs and expenses.
•Adjusted EBITDA is calculated by excluding dividends for preferred stock and change in preferred stock redemption value (together the “impact from preferred stock”), provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation expense, impairment, restructuring and other charges, interest expense, other income (expense), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles.
•Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.
eHealth believes that the presentation of these non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to eHealth’s financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with eHealth’s past financial reports. Management also believes that the items described above provide an additional measure of eHealth’s operating results and facilitates comparisons of eHealth’s core operating performance against prior periods and business model objectives. This information is provided to investors in order to facilitate additional analyses of past, present and future operating performance and as a supplemental means to evaluate eHealth’s ongoing operations. eHealth believes that these non-GAAP financial measures are useful to investors in their assessment of eHealth’s operating performance.
Non-GAAP total operating costs and expenses, certain non-GAAP operating expenses, adjusted EBITDA and adjusted EBITDA margin are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures used in this press release have limitations in that they do not reflect all of the revenue and costs associated with the operations of eHealth’s business and do not reflect income tax as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of eHealth’s results as reported under GAAP. eHealth expects to continue to incur the stock-based compensation costs and depreciation and amortization described above, and exclusion of these costs, and their related income tax benefits, from non-GAAP financial measures should not be construed as an inference that these costs are unusual or infrequent. eHealth compensates for these limitations by prominently disclosing GAAP total operating costs and expenses, certain GAAP operating expenses, GAAP net income (loss), GAAP net income (loss) attributable to common stockholders, GAAP net income (loss) margin and providing investors with reconciliations from eHealth’s GAAP operating results to the non-GAAP financial measures for the relevant periods.
The tables above provide more details on the GAAP financial measures that are most directly comparable to the non-GAAP financial measures described above and the related reconciliations between these financial measures.
(2)Approved members represent the number of individuals on submitted applications, or submissions, for which we are the broker of record, that were approved by the applicable insurance carrier for the identified product during the current period. The applications may be submitted in either the current period or prior periods. Approved members may not ultimately become paying members.
(3)Constrained lifetime value (“LTV”) of commissions per approved member for Medicare, individual and family and ancillary plans represents commissions estimated to be collected over the estimated life of an approved member’s plan after applying constraints in accordance with our revenue recognition policy. Constrained LTV of commissions per approved member for small business represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, and applied constraints. The constraints are applied to help ensure that commissions estimated to be collected over the estimated life of an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. These factors may result in varying values from period to period.
(4)Expense Metrics per Approved Member: Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. We calculate and evaluate the customer care and enrollment (“CC&E”) expense per approved member and the variable marketing cost per approved member. We incur CC&E
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EHEALTH, INC.
Footnotes to Preceding Financial Statements and Metrics
(dollars in thousands, unaudited)
expenses in assisting applicants during the enrollment process. Variable marketing costs represent costs incurred in member acquisition from our direct marketing and marketing partner channels. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department.
The numerator used to calculate each member acquisition metric discussed above is the portion of the respective operating expenses for CC&E and marketing and advertising that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, the “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively, for which we are the broker of record. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent approved members, and for IFP Plans, we call this derived metric IFP-equivalent approved members. MA-equivalent approved members is a derived metric with a Medicare Part D approved member being weighted at 25% of a Medicare Advantage member and a Medicare Supplement member based on their relative LTVs at the time of our adoption of ASC 606. We calculate the number of MA-equivalent approved members by adding the total number of approved Medicare Advantage and Medicare Supplement members and 25% of the total number of approved Medicare Part D members during the periods presented. IFP-equivalent approved members is a derived metric with a short-term approved member being weighted at 33% of a major medical individual and family health insurance plan member based on their relative LTVs at the time of our adoption of ASC 606. We calculate the number of IFP-equivalent approved members by adding the total number of approved qualified and non-qualified health plan members and 33% of the total number of short-term approved members during the period presented.
(5)Estimated membership represents the estimated number of members active as of the date indicated based on the number of members for whom we have received or applied a commission payment during the period of estimation as well as the number of approved members during the period of estimation from whom we expect to receive commission payments. There is generally up to a few months lag between newly approved plans and the receipt of commission payments from the health insurance carrier and is most pronounced in the fourth and first quarters of our fiscal year due to the annual and open enrollment periods. A member who purchases and is active on multiple standalone insurance plans will be counted as a member more than once.
Health insurance carriers bill and collect insurance premiums paid by our members. The majority of our members who terminate their policies do so by discontinuing their premium payments to the carrier or notifying the carrier directly and do not inform us of the cancellation. Therefore, we depend on carriers and others for membership data. Many carriers do not directly report member cancellations to us and thus we must infer cancellations from commission reports that carriers provide by analyzing whether member premium payments to the carrier have ceased for a period of time. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, especially as some of our members pay their premiums less frequently than monthly, we estimate the number of members who are active on insurance policies as of a specified date.
After we have estimated membership as of a specified date, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in historical membership as compared to our initial estimates, while we keep the prior period data consistent with previously reported amounts, we may provide the updated information in other communications or disclosures. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next, making it difficult for us to determine with any certainty the impact of current conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate.
(6)To estimate the number of members on Medicare-related, individual and family, and ancillary health insurance plans, we take the respective sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations). To the extent we determine through confirmations from a health insurance carrier that a commission payment is delayed or is inaccurate as of the date of estimation, we adjust the estimated membership to also reflect the number of members for whom we expect to receive or to refund a commission payment. Further, to the extent we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. For ancillary health insurance plans, the one-to-three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.
(7)To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.
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©2026 eHealthInsurance Services, Inc. 1 Q3 2026 Financial Results
©2026 eHealthInsurance Services, Inc. 2 Safe Harbor Statement Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this presentation include, but are not limited to, the following: our expectations regarding our business, industry and market trends, including market opportunity, consumer demand, carrier strategies and our competitive advantage and long-term vision; our estimates regarding membership, enrollment growth and acquisition costs; our estimates regarding commissions receivable collection and constrained lifetime value (“LTV”) of commissions receivable per approved member; our expectations regarding our technological and digital capabilities, including their expected impact on processing efficiency, accuracy, costs and plan matching; our expectations regarding the impact of our AI-powered platform; our expectations regarding our marketing investments and the timing, allocation, and impact of such investments; our expectations regarding our profitability, member retention and LTVs; our strategic objectives in 2026 and beyond, including our lifetime advisory model, product diversification efforts, business and growth strategy, cost management and cost-reduction initiatives, financial targets, and cash flow generation, and our ability to achieve such strategic objectives; our expectations regarding our Lifetime Advisory Model, including its impact on member retention, customer-advisor relationships, ancillary product sales and profitability; our financial strategies and our ability to achieve our financial targets, including our 2026 annual guidance for total revenue, GAAP net income, adjusted EBITDA and operating cash flow, our goal of achieving breakeven or better operating cash flow in 2026, our goal of returning to sustainable revenue growth beginning in 2027 and our three-year financial targets; our estimates for and the expected impact of positive net adjustment revenue on our 2026 annual guidance; and other statements regarding our future operations, financial condition, prospects and business strategies. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include those set forth in our filings with the Securities and Exchange Commission, including our latest Form 10-Q and Form 10-K. The forward-looking statements in this presentation are based on information available to us as of today, and we disclaim any obligation to update any forward-looking statements, except as required by law. Non-GAAP Information This presentation includes both GAAP and non-GAAP financial measures. The presentation of non-GAAP financial information is not intended to be considered in isolation or as a substitute for results prepared in accordance with GAAP. Definitions and reconciliations of the non-GAAP financial measures included in this presentation to the most directly comparable GAAP financial measures is available in the Appendix to this presentation. Management uses both GAAP and non-GAAP information in evaluating and operating its business internally and as such has determined that it is important to provide this information to investors. The Company has not provided U.S. GAAP reconciliations of the forward-looking non-U.S. GAAP financial measures in this presentation because certain items that impact these measures cannot be reasonably predicted or determined. As a result, such reconciliations are not available without unreasonable efforts, and the Company is unable to determine the probable significance of the unavailable information.
©2026 eHealthInsurance Services, Inc. 3 Q3 2026 Earnings Highlights Q3 2026 total revenue of $21.3 million declined 60% YoY, in line with our strategy of reducing marketing spend outside of key enrollment periods. Q3 2026 positive net adjustment, or tail revenue, of $1.4 million compared to $12.2 million in Q3 2025. Lifetime advisory model showed encouraging early results including improved 90-day retention for our Q2 2026 Medicare Advantage enrollment cohort and Q3 2026 ancillary product cross-sell rates nearly doubling YoY. Total operating costs & expenses decreased 29% to $67.6 million compared to $95.4 million in Q3 2025. Total marketing and advertising expense declined 55% YoY, Medicare segment variable marketing and advertising expense declined 73% YoY. Remain on track to reduce FY 2026 variable and fixed operating costs and expenses by approximately $90.0 million, including fixed cost reduction of approximately $30.0 million YoY. Q3 2026 GAAP net loss of $35.9 million compared to GAAP net loss of $31.7 million a year ago. Q3 2026 adjusted EBITDA(1) of ($39.9) million compared to ($34.0) million a year ago. Q3 2026 operating cash flow improved by $14.1 million, YoY. For the first nine-months of FY 2026, operating cash flow was $19.6 million, an increase of 85% YoY. Cash, cash equivalents and marketable securities of $88.1 million; commissions receivable balance of $970.6 million as of September 30, 2026, representing 7% growth from September 30, 2025. Q3 2026 results were in line with expectations and reflect the implementation of the Lifetime Advisory Model and the impact of the cost-reduction initiatives (1) Refer to the appendix for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure.
©2026 eHealthInsurance Services, Inc. Year-1 Achievements Launched Lifetime Advisory Operating Model that combines relationship-driven sales with eHealth’s core advantages in consumer brand, technology, and carrier integrations. Continued to diversify our business through expansion of ancillary product sales and building out presence in the under-65 market including ICHRA/CHOICE offering for employers. 4 CEO Derrick Duke completed his first-year leading eHealth in September 2026. In that time span, our organization has made significant progress on several key initiatives: Implemented a cost-reduction program and on target to reduce 2026 variable and fixed operating costs and expenses by approximately $90 million YoY. Established three-year financial targets centered on expanding profitability and cash flow generation, with the goal of returning to sustainable revenue growth beginning in 2027.
©2026 eHealthInsurance Services, Inc. $53.9 $21.3 Q3-FY25 Q3-FY26 Revenue ($, MM) ($34.0) ($39.9) Q3-FY25 Q3-FY26 Adjusted EBITDA(1) ($, MM) ($31.7) ($35.9) Q3-FY25 Q3-FY26 GAAP Net Loss ($, MM) 5 Q3 2026 Revenue & Profitability (1) Refer to the appendix for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure. (60%) Q3 2026 results reflect the company’s deliberate choice to focus on member engagement in the second & third quarters. Lower tail revenue in Q3 2026 was a key driver of YoY declines in profitability. The ratio of Q3 2026 Medicare segment revenue to Medicare segment variable marketing and advertising cost was 3.9x, up from 2.9x YoY. $12.2 $1.4 Q3-FY25 Q3-FY26 Tail Revenue ($, MM) (89%)
©2026 eHealthInsurance Services, Inc. ($25.3) ($11.2) Q3-FY25 Q3-FY26 Operating Cash Flow ($, MM) 6 Q3 2026 & YTD Operating Cash Flow Progress Q3 2026 operating cash flow improved by $14.1M YoY. Through the first nine- months of 2026, operating cash flow is up 85% YoY. Breakeven or better operating cash flow is a key financial target for eHealth in 2026, and we believe we are on track to achieve this goal. $10.6 $19.6 YTD Q3-FY25 YTD Q3-FY26 Operating Cash Flow ($, MM) 85%
©2026 eHealthInsurance Services, Inc. $49.9 $18.1 Q3-FY25 Q3-FY26 Medicare Segment Revenue ($, MM) 7 Q3 2026 Medicare Segment Performance (1) Refer to the appendix for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure. Q3 2026 Medicare segment revenue and Medicare segment profitability both declined YoY. These results were within expectations. We are intentionally concentrating our Medicare marketing investment in quarters where consumer demand is highest, and our expected returns are most attractive. Consistent with that strategy, Medicare segment variable marketing and advertising expense declined 73% YoY, and customer care and enrollment expense declined 24% YoY. ($1.2) ($12.7) Q3-FY25 Q3-FY26 Medicare Segment Gross Profit (Loss)(1) ($, MM)
©2026 eHealthInsurance Services, Inc. 8 (1) Refer to the appendix for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measures. Strong Early Performance Under Lifetime Advisory Model Medicare segment variable marketing & advertising expense declined 73% while total Medicare submissions(1) declined 55% YoY. 40,921 18,466 Q3-FY25 Q3-FY26 Total Medicare Submissions (55%) $16.9 $4.6 Q3-FY25 Q3-FY26 (73%) Medicare Segment Variable Marketing & Advertising Expense ($, MM) Improved 90-day retention for our Q2 2026 Medicare Advantage enrollment cohort compared to Q2 2025 Q3 2026 ancillary product cross-sell rate nearly doubled YoY Focus on member retention and customer-advisor relationship is yielding results
9 Launched Content Genius in Q3 2026 AI-powered platform that streamlines how we gather, validate, and publish information for thousands of Medicare plans. Many plans, many formats Content Genius HMO PPO HMO-POS D-SNP C-SNP Ancillary Validated & published Organized MA plan content Content Genius Expected Impact Faster AEP prep Already reduced processing time by over 90% Fewer manual errors Automated validation Lower cost Less manual labor Strong matching Feeds online and advisor tools ©2026 eHealthInsurance Services, Inc. 9
©2026 eHealthInsurance Services, Inc. Cumulative Tail Revenue Recognized ($MM) Reflects appropriate conservatism of LTV models $5 $86 $125 $146 $153 $201 $224 $268 $285 2018 2019 2020 2021 2022 2023 2024 2025 2026 Commissions Receivable Increased YoY $908 $971 Sep 30, 2025 Sep 30, 2026 Ending Commissions Receivable ($, MM) 7% Increases in commission rates and collections YoY have driven continued strength in commissions receivable and tail revenue performance. (YTD) 10
©2026 eHealthInsurance Services, Inc. 11 FY26 Guidance (1) Refer to the appendix for definitions of certain metrics and our non-GAAP financial measures along with reconciliations to the most comparable GAAP measure. 2026 Full Year Guidance Guidance Range (in millions) Total Revenue $405 – $445 GAAP Net Income $8 – $25 Adjusted EBITDA(1) $55 – $75 Operating Cash Flow ($10) – $12 2026 guidance includes the expected impact of positive net adjustment revenue which has been updated to be in the range of $17 million to $20 million to reflect Q3 2026 positive net adjustment revenue, compared to the previous range of $16 million to $20 million.
©2026 eHealthInsurance Services, Inc. Appendix 12
©2026 eHealthInsurance Services, Inc. 13 Definitions Segment gross profit (loss) is calculated as total revenue for the applicable segment less variable marketing and advertising expenses, segment customer care and enrollment expenses and cost of revenue for the applicable segment. Variable marketing and advertising expenses represent costs incurred in member acquisition from our direct marketing and marketing partner channels and exclude fixed overhead costs, such as personnel related costs, consulting expenses and other operating costs allocated to the marketing and advertising department. Segment CC&E expenses include expenses we incur in assisting applicants during the enrollment process and exclude operating costs allocated to the CC&E department. Submissions describe applications that are submitted by individuals online through our eHealth platform or completed with the assistance of our benefit advisors where the individual provides authorization to the benefit advisor to submit the application to the insurance carrier partner. The individual may have additional actions to take before the application will be reviewed by the insurance carrier and not all submissions ultimately become approved members. Non-GAAP financial measures within this presentation are defined as follows: • Adjusted EBITDA is calculated by excluding dividends for preferred stock and change in preferred stock redemption value (together the “impact from preferred stock”), provision for (benefit from) income taxes, depreciation and amortization, stock- based compensation expense, impairment, restructuring and other charges, interest expense, other income (expense), net, and other non-recurring charges from GAAP net income (loss) attributable to common stockholders. Other non-recurring charges to GAAP net income (loss) attributable to common stockholders may include transaction expenses in connection with capital raising transactions (whether debt, equity or equity-linked) and acquisitions, whether or not consummated, purchase price adjustments and the cumulative effect of a change in accounting principles.
©2026 eHealthInsurance Services, Inc. 14 Reconciliation of GAAP to Non-GAAP Financial Measures (1) Refer to the appendix for definitions of our non-GAAP financial measures.
©2026 eHealthInsurance Services, Inc. 15 Reconciliation of Guidance GAAP Net Loss Attributable to Common Stockholders to Adjusted EBITDA (1) Refer to the appendix for definitions of our non-GAAP financial measures.