GSHD 8-K
Goosehead Insurance, Inc. (GSHD)
8-K
2026-07-22
For: 2026-07-22
View Original
Added on
July 23, 2026
______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 22, 2026
______________________________________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
______________________________________________________________________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices, and Zip Code)
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 (see General Instruction A.2. below):
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 July 22, 2026 Goosehead Insurance, Inc. issued a press release announcing its financial results for the quarter ended June 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 by reference herein.
The information contained in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2026, Mark Miller, the Chief Executive Officer (“CEO”) of Goosehead Insurance, Inc. (the “Company”) notified the Company that he will be retiring from his position as CEO effective December 31, 2026. The Board of Directors (the “Board”) of the Company approved the appointment of Mark Jones, Jr., the Company’s President and Chief Operating Officer, to succeed Mr. Miller as CEO (such succession, the “CEO Succession”), effective January 1, 2027. In connection with the CEO Succession, Mr. Jones, Jr. will relinquish his position of Chief Operating Officer, effective January 1, 2027.
Following the CEO Succession, Mr. Miller will remain as a member of the Board.
Mr. Jones, Jr. served as Chief Financial Officer of the Company from September 2022 to April 2026, and has served as Chief Operating Officer of the Company since August 2025 and as President of the Company since April 2026. Certain further biographical and other information relating to Mr. Jones, Jr. was previously disclosed in the Company’s current report on Form 8-K dated April 22, 2026, and is incorporated by reference herein.
There are no arrangements or understandings between Mr. Jones, Jr. and any other person pursuant to which Mr. Jones, Jr. was appointed as CEO.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
Press Release issued by Goosehead Insurance, Inc. dated July 22, 2026 (furnished pursuant to Item 2.02) | ||||||||
Press Release issued by Goosehead Insurance, Inc. dated July 22, 2026 | ||||||||
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |||||||
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.
GOOSEHEAD INSURANCE, INC. | ||||||||
Date: July 22, 2026 | By: | /s/ Mark K. Miller | ||||||
Mark K. Miller Chief Executive Officer | ||||||||
GOOSEHEAD INSURANCE, INC. ANNOUNCES SECOND QUARTER 2026 RESULTS
– Total Revenue Increased 21% and Core Revenue* Grew 10% over the Prior-Year Period –
–Total Written Premium increased 14% to $1.34 billion over the Prior-Year Period –
– Net Income of $17.0 million versus Net Income of $8.3 million a year ago –
– Adjusted EBITDA* up 30% over Prior-Year Period to $37.9 million –
– Policies in force growth accelerated to 15% from 14% in the Prior Quarter –
WESTLAKE, TEXAS – July 22, 2026 - Goosehead Insurance, Inc. (“Goosehead” or the “Company”) (NASDAQ: GSHD), a rapidly growing independent personal lines insurance agency, today announced results for the second quarter ended June 30, 2026.
Second Quarter 2026 Highlights
•Total Revenues grew 21% over the prior-year period to $113.4 million in the second quarter of 2026
•Second quarter Core Revenues* of $95.6 million increased 10% over the prior-year period
•Second quarter net income of $17.0 million increased from net income of $8.3 million a year ago.
•EPS of $0.42 per share increased 106% and Adjusted EPS* of $0.64 per share increased 32%, over the prior-year period
•Net income margin for the second quarter was 15%
•Adjusted EBITDA* of $37.9 million increased 30% from $29.2 million in the prior-year period
•Adjusted EBITDA Margin* increased 2 percentage points over the prior-year period to 33%
•Total written premiums placed for the second quarter increased 14% over the prior-year period to $1.34 billion
•Policies in force grew 15% from the prior-year period to approximately 2.1 million
•Corporate agent headcount of 583 increased 22% compared to the prior-year period
•Total franchise producers of 2,190 increased 5% from the prior-year period
*Core Revenue, Adjusted EPS, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP measures. Reconciliations of Core Revenue to total revenues, Adjusted EPS to basic earnings per share and Adjusted EBITDA to net income, the most directly comparable financial measures presented in accordance with GAAP, are set forth in the reconciliation table accompanying this release.
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“Today we are proud to announce our second quarter results which reflect accelerating momentum across our entire business,” said Mark Miller, CEO. “We delivered strong new business growth in every channel while improving client retention, accelerating premium and policy in force growth rates, and increasing productivity. Our distribution force is healthier than ever, our technology continues to evolve at a significant pace, and the product market is more favorable than it has been in years. We believe Goosehead is well-positioned for continued durable growth and profitability.”
Second Quarter 2026 Results
For the second quarter of 2026, total revenues were $113.4 million, an increase of 21% compared to the corresponding period in 2025. Core Revenues, a non-GAAP measure which excludes contingent commissions, initial franchise fees, interest income, and other franchise revenues, were $95.6 million, a 10% increase from $86.8 million in the prior-year period. Core Revenues are the most reliable revenue stream for the Company, consisting of New Business Commissions, Agency Fees, New Business Royalty Fees, Renewal Commissions, and Renewal Royalty Fees. Core Revenue growth was driven primarily by more policies in their renewal term, supported by an 86% Client Retention rate, and by more new policies placed, driven by growth in the number of Corporate and Franchise sales agents and improved Franchise productivity. This was partially offset by the prior-year recognition of $3.0 million of Renewal Commissions and $1.0 million of Renewal Royalty Fees tied to the release of a constraint on variable consideration for policies placed in earlier periods. The Company grew total written premiums, which we consider to be the leading indicator of future revenue growth, by 14% in the second quarter compared to the corresponding period in prior year.
Total operating expenses for the second quarter of 2026 were $86.8 million, up from $78.4 million in the prior-year period. Adjusted total operating expenses* for the second quarter of 2026 were $75.4 million, up 16% from $64.9 million in the prior-year period. Employee compensation and benefits increased to $54.3 million from $50.4 million in the prior-year period. Adjusted employee compensation and benefits* increased to $49.6 million from $44.4 million in the prior-year period. The increases were primarily due to investments in corporate producers and technology functions. Equity-based compensation decreased to $4.8 million for the period, compared to $6.0 million in the prior-year period. General and administrative expenses increased to $28.4 million from $24.6 million in the prior-year period. Adjusted general and administrative expenses*, increased to $25.4 million from $20.0 million primarily due to investments in technology and professional services to drive growth and continue to improve the
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client experience. Bad debt expense of $0.5 million decreased compared to the prior-year period.
Net income in the second quarter of 2026 was $17.0 million versus net income of $8.3 million in the prior-year period. Earnings per share and Net Income Margin for the second quarter of 2026 were $0.42 and 15%, respectively. Adjusted EPS* for the second quarter of 2026 was $0.64 per share. Total Adjusted EBITDA* was $37.9 million for the second quarter of 2026 compared to $29.2 million in the prior-year period. Adjusted EBITDA Margin* of 33% increased 2 percentage points in the quarter.
*Adjusted total operating expenses, adjusted employee compensation and benefits, adjusted general and administrative expenses, adjusted EPS, adjusted EBITDA, and adjusted EBITDA Margin are non-GAAP measures. For the definition and reconciliation of each non-GAAP measure, see “Reconciliation of Non-GAAP Measures to GAAP” below.
Liquidity and Capital Resources
As of June 30, 2026, the Company had cash and cash equivalents of $23.7 million. We have a line of credit of $75.0 million, of which $26.0 million was drawn as of June 30, 2026. Total outstanding notes payable was $323.0 million as of June 30, 2026. During the quarter ended June 30, 2026, the Company repurchased and retired 95 thousand shares at an average share price of $40.95. As of June 30, 2026, $144.6 million remained available under the share repurchase authorization.
2026 Outlook
We have increased our guidance for the full year 2026 as follows:
•Total revenues are now expected to grow organically between 12% and 19%.
•Total written premiums are expected to grow between 12% and 20%.
Conference Call Information
Goosehead will host a conference call and webcast today at 4:30 PM ET to discuss these results.
To access the call by phone, participants should go to this link (registration link), and you will be provided with the dial in details.
In addition, a live webcast of the conference call will also be available on Goosehead’s investor relations website at http://ir.gooseheadinsurance.com.
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A webcast replay of the call will be available at http://ir.gooseheadinsurance.com for one year following the call.
About Goosehead
Goosehead (NASDAQ: GSHD) is a rapidly growing and innovative independent personal lines insurance agency that distributes its products and services through corporate and franchise locations throughout the United States. Goosehead was founded on the premise that the consumer should be at the center of our universe and that everything we do should be directed at providing extraordinary value by offering broad product choice and a world-class service experience. Goosehead represents over 200 insurance companies that underwrite personal and commercial lines. For more information, please visit goosehead.com or goosehead.com/become-a-franchisee.
Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Goosehead’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or Goosehead’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, conditions impacting insurance carriers or other parties with which Goosehead does business, the loss of one or more key executives or an inability to attract and retain qualified personnel and the failure to attract and retain highly qualified franchisees. These risks and uncertainties also include, but are not limited to, those described under the captions “1A. Risk Factors” in Goosehead’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Goosehead’s other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or
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should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Goosehead or to persons acting on behalf of Goosehead are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Goosehead does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
Contacts
Investor Contacts:
Maddie Middleton
Goosehead Insurance - Senior Director of Investor Relations
Phone: (972) 800-1993
Email: [email protected]; [email protected];
PR Contact:
Mission North for Goosehead Insurance
Email: [email protected]; [email protected]
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Goosehead Insurance, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Commissions and agency fees | $ | 49,455 | $ | 38,076 | $ | 88,140 | $ | 67,499 | ||||||||||||||||||
| Franchise revenues | 63,839 | 55,772 | 118,113 | 101,744 | ||||||||||||||||||||||
| Interest income | 95 | 179 | 212 | 368 | ||||||||||||||||||||||
| Total revenues | 113,389 | 94,027 | 206,465 | 169,611 | ||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||
| Employee compensation and benefits | 54,328 | 50,388 | 104,855 | 98,722 | ||||||||||||||||||||||
| General and administrative expenses | 28,420 | 24,647 | 52,389 | 42,206 | ||||||||||||||||||||||
| Bad debts | 504 | 550 | 877 | 957 | ||||||||||||||||||||||
| Depreciation and amortization | 3,545 | 2,782 | 6,757 | 5,452 | ||||||||||||||||||||||
| Total operating expenses | 86,797 | 78,367 | 164,878 | 147,337 | ||||||||||||||||||||||
| Income from operations | 26,592 | 15,660 | 41,587 | 22,274 | ||||||||||||||||||||||
| Other Income: | ||||||||||||||||||||||||||
| Interest expense | (5,714) | (6,303) | (11,186) | (12,126) | ||||||||||||||||||||||
| Other income | 260 | 815 | 527 | 983 | ||||||||||||||||||||||
| Income before taxes | 21,138 | 10,172 | 30,928 | 11,131 | ||||||||||||||||||||||
| Tax expense | 4,124 | 1,889 | 5,869 | 202 | ||||||||||||||||||||||
| Net Income | 17,014 | 8,283 | 25,059 | 10,929 | ||||||||||||||||||||||
| Less: net income attributable to noncontrolling interests | 6,949 | 3,133 | 10,105 | 3,437 | ||||||||||||||||||||||
| Net Income attributable to Goosehead Insurance, Inc. | $ | 10,065 | $ | 5,150 | $ | 14,954 | $ | 7,492 | ||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.42 | $ | 0.20 | $ | 0.62 | $ | 0.30 | ||||||||||||||||||
| Diluted | $ | 0.41 | $ | 0.18 | $ | 0.60 | $ | 0.27 | ||||||||||||||||||
| Weighted average shares of Class A common stock outstanding: | ||||||||||||||||||||||||||
| Basic | 23,718 | 25,216 | 23,992 | 25,005 | ||||||||||||||||||||||
| Diluted | 35,710 | 38,553 | 36,173 | 38,542 | ||||||||||||||||||||||
Goosehead Insurance, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Core Revenue: | ||||||||||||||||||||||||||
Renewal Commissions(1) | $ | 21,034 | $ | 23,119 | $ | 39,196 | $ | 40,071 | ||||||||||||||||||
Renewal Royalty Fees(2) | 52,507 | 45,381 | 96,101 | 82,625 | ||||||||||||||||||||||
New Business Commissions(1) | 9,613 | 7,559 | 17,065 | 13,314 | ||||||||||||||||||||||
New Business Royalty Fees(2) | 9,396 | 7,820 | 17,282 | 14,749 | ||||||||||||||||||||||
Agency Fees(1) | 3,083 | 2,906 | 5,468 | 5,146 | ||||||||||||||||||||||
| Total Core Revenue | 95,633 | 86,785 | 175,112 | 155,905 | ||||||||||||||||||||||
| Cost Recovery Revenue: | ||||||||||||||||||||||||||
Initial Franchise Fees(2) | 1,360 | 1,247 | 2,969 | 2,589 | ||||||||||||||||||||||
| Interest Income | 95 | 179 | 212 | 368 | ||||||||||||||||||||||
| Total Cost Recovery Revenue | 1,455 | 1,426 | 3,181 | 2,957 | ||||||||||||||||||||||
| Ancillary Revenue: | ||||||||||||||||||||||||||
Contingent Commissions(1) | 15,725 | 4,492 | 26,411 | 8,968 | ||||||||||||||||||||||
Other Franchise Revenues(2) | 576 | 1,324 | 1,761 | 1,781 | ||||||||||||||||||||||
| Total Ancillary Revenue | 16,301 | 5,816 | 28,172 | 10,749 | ||||||||||||||||||||||
| Total Revenues | 113,389 | 94,027 | 206,465 | 169,611 | ||||||||||||||||||||||
| Adjusted Operating Expenses: | ||||||||||||||||||||||||||
| Adjusted employee compensation and benefits | 49,572 | 44,372 | 93,882 | 86,470 | ||||||||||||||||||||||
| Adjusted general and administrative expenses | 25,365 | 19,953 | 49,334 | 37,512 | ||||||||||||||||||||||
| Bad debts | 504 | 550 | 877 | 957 | ||||||||||||||||||||||
| Adjusted Total Operating Expenses | 75,441 | 64,875 | 144,093 | 124,939 | ||||||||||||||||||||||
| Adjusted EBITDA | 37,948 | 29,152 | 62,372 | 44,672 | ||||||||||||||||||||||
| Adjusted EBITDA Margin | 33 | % | 31 | % | 30 | % | 26 | % | ||||||||||||||||||
| Interest expense | (5,714) | (6,303) | (11,186) | (12,126) | ||||||||||||||||||||||
| Depreciation and amortization | (3,545) | (2,782) | (6,757) | (5,452) | ||||||||||||||||||||||
| Tax expense | (4,124) | (1,889) | (5,869) | (202) | ||||||||||||||||||||||
| Equity-based compensation | (4,756) | (6,016) | (10,973) | (12,253) | ||||||||||||||||||||||
| Impairment and other gains and losses | — | (4,694) | — | (4,694) | ||||||||||||||||||||||
| Contract termination costs | (3,055) | — | (3,055) | — | ||||||||||||||||||||||
Other income | 260 | 815 | 527 | 983 | ||||||||||||||||||||||
| Net Income | $ | 17,014 | $ | 8,283 | $ | 25,059 | $ | 10,929 | ||||||||||||||||||
| Net Income Margin | 15 | % | 9 | % | 12 | % | 6 | % | ||||||||||||||||||
(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees" as shown on the Condensed Consolidated Statements of Operations within Goosehead’s Form 10-Q.
(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, and Other Franchise Revenues are included in "Franchise revenues" as shown on the Condensed Consolidated Statements of Operations within Goosehead’s Form 10-Q.
Goosehead Insurance, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except par value amounts)
.
| June 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | 23,655 | $ | 34,390 | ||||||||||
| Restricted cash | 3,830 | 3,547 | ||||||||||||
| Commissions and agency fees receivable, net | 24,726 | 36,613 | ||||||||||||
| Receivable from franchisees, net | 18,531 | 11,141 | ||||||||||||
| Prepaid expenses | 14,616 | 7,552 | ||||||||||||
| Total current assets | 85,358 | 93,243 | ||||||||||||
| Receivable from franchisees, net of current portion | 1,650 | 2,936 | ||||||||||||
| Property and equipment, net of accumulated depreciation | 21,766 | 21,549 | ||||||||||||
| Right-of-use asset | 31,264 | 34,087 | ||||||||||||
| Intangible assets, net of accumulated amortization | 48,364 | 39,700 | ||||||||||||
| Deferred income taxes, net | 209,795 | 216,371 | ||||||||||||
| Other assets | 8,645 | 6,978 | ||||||||||||
| Total assets | $ | 406,842 | $ | 414,864 | ||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable and accrued expenses | $ | 30,115 | $ | 33,629 | ||||||||||
| Premiums payable | 3,830 | 3,547 | ||||||||||||
| Lease liability | 9,305 | 8,666 | ||||||||||||
| Contract liabilities | 2,790 | 3,241 | ||||||||||||
| Note payable | 2,993 | 2,993 | ||||||||||||
Liabilities under tax receivable agreement | 6,237 | 6,237 | ||||||||||||
| Total current liabilities | 55,270 | 58,313 | ||||||||||||
| Lease liability, net of current portion | 46,160 | 51,168 | ||||||||||||
| Note payable, net of current portion | 314,379 | 289,461 | ||||||||||||
| Contract liabilities, net of current portion | 11,289 | 13,025 | ||||||||||||
| Liabilities under tax receivable agreement, net of current portion | 168,275 | 165,685 | ||||||||||||
| Total liabilities | 595,373 | 577,652 | ||||||||||||
Class A common stock, $0.01 par value per share - 300,000 shares authorized, 23,803 shares issued and outstanding as of June 30, 2026, 24,653 shares issued and outstanding as of December 31, 2025 | 238 | 247 | ||||||||||||
Class B common stock, $0.01 par value per share - 50,000 shares authorized, 11,713 issued and outstanding as of June 30, 2026, 11,935 shares issued and outstanding as of December 31, 2025 | 117 | 119 | ||||||||||||
| Additional paid in capital | 5,645 | 37,486 | ||||||||||||
| Accumulated deficit | (118,402) | (133,356) | ||||||||||||
| Total stockholders' equity | (112,402) | (95,504) | ||||||||||||
| Noncontrolling interests | (76,129) | (67,284) | ||||||||||||
| Total equity | (188,531) | (162,788) | ||||||||||||
| Total liabilities and equity | $ | 406,842 | $ | 414,864 | ||||||||||
Goosehead Insurance, Inc.
Reconciliation of Non-GAAP Measures to GAAP
This release includes certain financial performance measures that are not required by, nor presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The Company refers to these measures as “non-GAAP financial measures.” The Company uses these non-GAAP financial measures when planning, monitoring and evaluating its performance and considers these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization and certain other items that the Company believes are not representative of its core business. The Company uses these non-GAAP financial measures for business planning purposes and in measuring its performance relative to that of its competitors.
These non-GAAP financial measures are defined by the Company as follows:
•"Core Revenue" is a supplemental measure of our performance and includes Renewal Commissions, Renewal Royalty Fees, New Business Commissions, New Business Royalty Fees, and Agency Fees. We believe that Core Revenue is an appropriate measure of operating performance because it summarizes all of our revenues from sales of individual insurance policies.
•"Cost Recovery Revenue" is a supplemental measure of our performance and includes Initial Franchise Fees and Interest Income. We believe that Cost Recovery Revenue is an appropriate measure of operating performance because it summarizes revenues that are viewed by management as cost recovery mechanisms.
•"Ancillary Revenue" is a supplemental measure of our performance and includes Contingent Commissions and Other Franchise Revenues. We believe that Ancillary Revenue is an appropriate measure of operating performance because it summarizes revenues that are ancillary to our core business.
•"Adjusted EBITDA" is a supplemental measure of the Company's performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of items that do not relate to business performance. Adjusted EBITDA is defined as net income (the most directly comparable GAAP measure) before interest, income taxes, depreciation and amortization, adjusted to
exclude equity-based compensation, impairment and other gains and losses, contract termination costs, and other non-operating items, including, among other things, certain non-cash charges and certain non-recurring or non-operating gains or losses.
•"Adjusted EBITDA Margin" is Adjusted EBITDA as defined above, divided by total revenue. Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
•"Adjusted EPS" is a supplemental measure of our performance, defined as earnings per share (the most directly comparable GAAP measure) before non-recurring or non-operating income and expenses. Adjusted EPS is a useful measure to management and our investors because it eliminates the impact of items that do not relate to business performance and helps measure our profitability on a consolidated level.
•“Adjusted total operating expenses” is defined as Total operating expenses (the most directly comparable GAAP measure) before equity-based compensation, depreciation and amortization, impairment and other gains and losses, and contract termination costs. This measure is useful to management and our investors as it eliminates the impact of certain non-cash and non-recurring charges.
•“Adjusted employee compensation and benefits” is defined as Employee compensation and benefits (the most directly comparable GAAP measure) before equity-based compensation. This measure is useful to management and our investors as it eliminates the impact of certain non-cash compensation charges.
•“Adjusted general and administrative expenses” is defined as general and administrative expenses (the most directly comparable GAAP measure) before impairment and other gains and losses and contract termination costs. This measure is useful to management and our investors as it eliminates the impact of certain non-cash and non-recurring charges.
While the Company believes that these non-GAAP financial measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues, net income, or earnings per share, in each case as recognized in accordance with GAAP. In addition, other companies, including companies in the Company’s industry, may calculate such measures differently, which reduces their usefulness as comparative measures.
The following tables show a reconciliation from total revenues to Core Revenue, Cost Recovery Revenue, and Ancillary Revenue (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total Revenues | $ | 113,389 | $ | 94,027 | $ | 206,465 | $ | 169,611 | |||||||||||||||
| Core Revenue: | |||||||||||||||||||||||
Renewal Commissions(1) | $ | 21,034 | $ | 23,119 | $ | 39,196 | $ | 40,071 | |||||||||||||||
Renewal Royalty Fees(2) | 52,507 | 45,381 | 96,101 | 82,625 | |||||||||||||||||||
New Business Commissions(1) | 9,613 | 7,559 | 17,065 | 13,314 | |||||||||||||||||||
New Business Royalty Fees(2) | 9,396 | 7,820 | 17,282 | 14,749 | |||||||||||||||||||
Agency Fees(1) | 3,083 | 2,906 | 5,468 | 5,146 | |||||||||||||||||||
| Total Core Revenue | 95,633 | 86,785 | 175,112 | 155,905 | |||||||||||||||||||
| Cost Recovery Revenue: | |||||||||||||||||||||||
Initial Franchise Fees(2) | 1,360 | 1,247 | 2,969 | 2,589 | |||||||||||||||||||
| Interest Income | 95 | 179 | 212 | 368 | |||||||||||||||||||
| Total Cost Recovery Revenue | 1,455 | 1,426 | 3,181 | 2,957 | |||||||||||||||||||
| Ancillary Revenue: | |||||||||||||||||||||||
Contingent Commissions(1) | 15,725 | 4,492 | 26,411 | 8,968 | |||||||||||||||||||
Other Franchise Revenues(2) | 576 | 1,324 | 1,761 | 1,781 | |||||||||||||||||||
| Total Ancillary Revenue | 16,301 | 5,816 | 28,172 | 10,749 | |||||||||||||||||||
| Total Revenues | $ | 113,389 | $ | 94,027 | $ | 206,465 | $ | 169,611 | |||||||||||||||
(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees" as shown on the Condensed Consolidated Statements of Operations.
(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, and Other Franchise Revenues are included in "Franchise revenues" as shown on the Condensed Consolidated Statements of Operations.
The following tables show a reconciliation from net income to Adjusted EBITDA and Adjusted EBITDA Margin (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net Income | $ | 17,014 | $ | 8,283 | $ | 25,059 | $ | 10,929 | ||||||||||||||||||
| Interest expense | 5,714 | 6,303 | 11,186 | 12,126 | ||||||||||||||||||||||
| Depreciation and amortization | 3,545 | 2,782 | 6,757 | 5,452 | ||||||||||||||||||||||
| Tax expense | 4,124 | 1,889 | 5,869 | 202 | ||||||||||||||||||||||
| Equity-based compensation | 4,756 | 6,016 | 10,973 | 12,253 | ||||||||||||||||||||||
| Impairment and other gains and losses | — | 4,694 | — | 4,694 | ||||||||||||||||||||||
| Contract termination costs | 3,055 | — | 3,055 | — | ||||||||||||||||||||||
Other income | (260) | (815) | (527) | (983) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 37,948 | $ | 29,152 | $ | 62,372 | $ | 44,672 | ||||||||||||||||||
Net Income Margin(1) | 15 | % | 9 | % | 12 | % | 6 | % | ||||||||||||||||||
Adjusted EBITDA Margin(2) | 33 | % | 31 | % | 30 | % | 26 | % | ||||||||||||||||||
(1) Net Income Margin is calculated as Net Income divided by Total Revenue: ($17,014/$113,389) and ($8,283/$94,027) for the three months ended June 30, 2026 and 2025, respectively. Net Income Margin is calculated as Net Income divided by Total Revenue ($25,059/$206,465) and ($10,929/$169,611) for the six months ended June 30, 2026 and 2025, respectively.
(2) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue: ($37,948/$113,389), and ($29,152/$94,027) for the three months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue ($62,372/$206,465), and ($44,672/$169,611) for the six months ended June 30, 2026 and 2025, respectively.
The following tables show a reconciliation from basic earnings per share to Adjusted EPS (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Earnings per share - basic (GAAP) | $ | 0.42 | $ | 0.20 | $ | 0.62 | $ | 0.30 | ||||||||||||||||||
Add: equity-based compensation(1) | 0.13 | 0.16 | 0.31 | 0.33 | ||||||||||||||||||||||
Add: impairment and other gains and losses(2) | — | 0.13 | — | 0.13 | ||||||||||||||||||||||
Add: contract termination costs(3) | 0.09 | — | 0.09 | — | ||||||||||||||||||||||
| Adjusted EPS (non-GAAP) | $ | 0.64 | $ | 0.49 | $ | 1.02 | $ | 0.76 | ||||||||||||||||||
(1) Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares: [$4.8 million/(23.7 million + 11.8 million)] and [$6.0 million/ (25.2 million + 12.3 million)] for the three months ended June 30, 2026 and 2025, respectively. Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares: [$11.0 million/ (24.0 million + 11.9 million)] and [$12.3 million/(25.0 million + 12.5 million)] for the six months ended June 30, 2026 and 2025, respectively.
(2) Calculated as impairment and other gains and losses divided by sum of weighted average Class A and Class B shares [$4.7 million/(25.2 million + 12.3 million)] for the three months ended June 30, 2025 and [$4.7 million/(25.0 million + 12.5 million)] for the six months ended June 30, 2025. No impairment and other gains and losses were recorded for the three and six months ended June 30, 2026.
(3) Calculated as contract termination costs divided by sum of weighted average Class A and Class B shares [$3.1 million/(23.7 million + 11.8 million)] for the three months ended June 30, 2026 and [$3.1 million/(24.0 million + 11.9 million)] for the six months ended June 30, 2026. No contract termination costs were recorded for the three and six months ended June 30, 2025.
The following table shows a reconciliation of total operating expenses to adjusted total operating expenses (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Total operating expenses | $ | 86,797 | $ | 78,367 | $ | 164,878 | $ | 147,337 | ||||||||||||||||||
Less: Depreciation and amortization | (3,545) | (2,782) | (6,757) | (5,452) | ||||||||||||||||||||||
Less: Equity-based compensation | (4,756) | (6,016) | (10,973) | (12,253) | ||||||||||||||||||||||
Less: Impairment and other gains and losses | — | (4,694) | — | (4,694) | ||||||||||||||||||||||
Less: Contract termination costs | (3,055) | — | (3,055) | — | ||||||||||||||||||||||
| Adjusted total operating expenses | $ | 75,441 | $ | 64,875 | $ | 144,093 | $ | 124,938 | ||||||||||||||||||
The following table shows a reconciliation of employee compensation and benefits to adjusted employee compensation and benefits (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Employee compensation and benefits | $ | 54,328 | $ | 50,388 | $ | 104,855 | $ | 98,722 | ||||||||||||||||||
Less: Equity-based compensation | (4,756) | (6,016) | (10,973) | (12,253) | ||||||||||||||||||||||
| Adjusted employee compensation and benefits | $ | 49,572 | $ | 44,372 | $ | 93,882 | $ | 86,469 | ||||||||||||||||||
The following table shows a reconciliation of general and administrative expenses to adjusted general and administrative expenses (non-GAAP basis) for the three and six months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| General and administrative expenses | $ | 28,420 | $ | 24,647 | $ | 52,389 | $ | 42,206 | ||||||||||||||||||
Less: Impairment and other gains and losses | — | (4,694) | — | (4,694) | ||||||||||||||||||||||
Less: Contract termination costs | (3,055) | — | (3,055) | — | ||||||||||||||||||||||
| Adjusted general and administrative expenses | $ | 25,365 | $ | 19,953 | $ | 49,334 | $ | 37,512 | ||||||||||||||||||
Goosehead Insurance, Inc.
Key Performance Indicators
| June 30, 2026 | December 31, 2025 | June 30, 2025 | ||||||||||||||||||
| Corporate sales agents < 1 year tenured | 323 | 261 | 282 | |||||||||||||||||
| Corporate sales agents > 1 year tenured | 260 | 228 | 197 | |||||||||||||||||
| Operating franchises < 1 year tenured | 69 | 87 | 95 | |||||||||||||||||
| Operating franchises > 1 year tenured | 829 | 922 | 980 | |||||||||||||||||
| Franchise Producers < 1 Year | 607 | 545 | 532 | |||||||||||||||||
| Franchise Producers > 1 Year | 1,583 | 1,568 | 1,553 | |||||||||||||||||
| Total Franchise Producers | 2,190 | 2,113 | 2,085 | |||||||||||||||||
QTD Corporate Agent Productivity < 1 Year (1) | $ | 18,936 | $ | 13,728 | $ | 18,612 | ||||||||||||||
QTD Corporate Agent Productivity > 1 Year (1) | $ | 27,907 | $ | 22,735 | $ | 30,709 | ||||||||||||||
QTD Franchise Productivity < 1 Year (2) | $ | 30,253 | $ | 16,101 | $ | 17,837 | ||||||||||||||
QTD Franchise Productivity > 1 Year (2) | $ | 48,042 | $ | 34,413 | $ | 36,287 | ||||||||||||||
| Policies in Force (in thousands) | 2,053 | 1,900 | 1,793 | |||||||||||||||||
| Client Retention | 86 | % | 85 | % | 84 | % | ||||||||||||||
| Premium Retention | 88 | % | 90 | % | 95 | % | ||||||||||||||
| QTD Written Premium (in thousands) | $ | 1,335,338 | $ | 1,090,130 | $ | 1,175,909 | ||||||||||||||
Customer Satisfaction Score (CSAT) (3) | 4.1 | — | — | |||||||||||||||||
(1) - Corporate Productivity is New Business Production per Agent (Corporate): The New Business Revenue collected related to corporate sales, divided by the average number of full-time corporate sales agents for the same period. This calculation excludes interns, part-time sales agents and partial full-time equivalent sales managers.
(2) - Franchise Productivity is New Business Production per Agency: The gross commissions paid by Carriers and Agency Fees received related to policies in their first term sold by franchise sales agents, prior to paying Royalty Fees to the Company, divided by the average number of franchises for the same period.
(3) CSAT: Customer Satisfaction Score; the average of all client responses to a single survey question asking clients to rate their most recent interaction with us on a scale of 1 to 5, where 5 is most satisfied and 1 is least satisfied. The current period reflects all responses from October 1, 2025 through the end of the current period. It will be presented on a trailing twelve-month basis beginning with the period ending September 30, 2026.
Goosehead Insurance Announces CEO Transition
Mark Miller to Retire as Chief Executive Officer. Mark Jones, Jr. to Become President and Chief Executive Officer Effective January 1, 2027
WESTLAKE, Texas, July 22, 2026 (GLOBE NEWSWIRE) -- Goosehead Insurance, Inc. ("Goosehead" or the "Company") (NASDAQ: GSHD), a rapidly growing, independent personal lines insurance agency, today announced that Mark Miller will retire as Chief Executive Officer effective December 31, 2026. Mark Jones, Jr., currently President and Chief Operating Officer, will succeed Mr. Miller as President and Chief Executive Officer effective January 1, 2027. Mr. Miller will continue to serve on Goosehead's Board of Directors.
Since joining Goosehead in 2022, Mr. Miller has led the Company through an important period of operational advancement, strengthening the executive leadership team, enhancing execution across the business, and helping position Goosehead for its next phase of growth.
"Mark Miller has been an exceptional leader and partner whose impact on Goosehead will extend well beyond his tenure as CEO," said Mark Jones, Co-Founder and Executive Chairman of Goosehead. "On behalf of our Board of Directors, I want to thank Mark for his leadership, integrity, and commitment to this company. We are equally confident that Mark Jones, Jr. is the right leader to guide Goosehead into its next chapter."
The leadership transition reflects the Company's long-term succession planning process. Mr. Jones, Jr. joined Goosehead in 2016 and has held executive leadership roles across finance and operations, most recently serving as President and Chief Operating Officer. Over the past decade, he has helped shape the Company's financial strategy, strengthen operational execution, and lead key strategic initiatives that support Goosehead's continued growth.
"It has been a privilege to serve as Goosehead's Chief Executive Officer," said Mark Miller. "I am incredibly proud of what our team has accomplished together and grateful for the opportunity to lead this remarkable company. I
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have complete confidence in Mark Jr., our leadership team, and Goosehead's future."
As President and Chief Executive Officer, Mr. Jones, Jr. will lead the continued execution of Goosehead's long-term strategy, with a focus on expanding the Company's technology platform, growing its distribution network, delivering exceptional client service, and creating long-term value for shareholders.
"Goosehead has an exceptional team, a differentiated business model, and tremendous opportunities ahead," said Mark Jones, Jr. "I look forward to building on the momentum we've created and continuing to execute our strategy for the benefit of our clients, partners, teammates, and shareholders."
About Goosehead
Goosehead (NASDAQ: GSHD) is a rapidly growing and innovative independent personal lines insurance agency that distributes its products and services through corporate and franchise locations throughout the United States. Goosehead was founded on the premise that the consumer should be at the center of our universe and that everything we do should be directed at providing extraordinary value by offering broad product choice and a world-class service experience. Goosehead represents over 200 insurance companies that underwrite personal and commercial lines. For more information, please visit goosehead.com or goosehead.com/become-a-franchisee.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations regarding the Company's leadership transition, strategic priorities, future growth, and business outlook. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the Company's filings with the Securities and Exchange Commission.
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Goosehead undertakes no obligation to update any forward-looking statements except as required by law.
Contacts
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