Core Insights - A significant majority of small to mid-sized businesses are concerned about the affordability of health benefits, with 90% expressing worries about future costs [2][7] - There is a strong interest in transitioning to a defined contribution model for health benefits, with 75% of respondents favoring this approach [1][7] - Awareness of Individual Coverage Health Reimbursement Arrangements (ICHRA) remains low, despite a 52% increase in enrollment among small businesses this year [3][4] Survey Findings - 93% of small to mid-sized businesses believe the current health benefit model is ineffective and requires a new solution [7] - 66% of businesses not currently offering group health benefits would contribute to employee-purchased health insurance premiums if feasible [7] - 54% of respondents lack familiarity with ICHRA, indicating a need for better education on this option [7] Government and Policy Implications - 92% of respondents feel that government leaders are not adequately addressing the health benefit challenges faced by business owners [7] - 82% of businesses would be more inclined to adopt ICHRA if tax incentives proposed in the House version of the Big Beautiful Bill were implemented [7]

```markdown [FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q%20Cover%20Page) This section identifies the document as a Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed by eHealth, Inc., detailing registrant status and outstanding shares - **eHealth, Inc.** is an accelerated filer and a smaller reporting company[3](index=3&type=chunk)[4](index=4&type=chunk) - As of August 1, 2025, **30,557,181 shares of common stock** were outstanding[4](index=4&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=2&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns readers that the Quarterly Report contains forward-looking statements about future events, performance, and financial condition, which are not guarantees and involve significant risks - The report contains forward-looking statements identified by words like 'expect,' 'anticipate,' 'believe,' and 'estimate,' which are not guarantees of future performance[6](index=6&type=chunk)[7](index=7&type=chunk) - Actual results may differ materially due to risks such as member retention, regulatory changes, competition, seasonality, and macroeconomic conditions[7](index=7&type=chunk)[9](index=9&type=chunk) [Summary of Risk Factors](index=4&type=section&id=SUMMARY%20OF%20RISK%20FACTORS) This section provides a concise overview of the principal risks facing eHealth, Inc., which could adversely affect its business, operating results, or financial condition - Principal risks include intense competition, potential loss or modification of health insurance carrier relationships, and significant revenue concentration with a small number of carriers[12](index=12&type=chunk) - Challenges in attracting and retaining members, marketing effectiveness, and risks associated with operations in China and business seasonality are also highlighted[12](index=12&type=chunk) - Financial risks involve commission revenue estimates, debt obligations, and the need for additional capital, alongside potential volatility in common stock price[14](index=14&type=chunk) [PART I. FINANCIAL INFORMATION](index=7&type=section&id=PART%20I) [ITEM 1. FINANCIAL STATEMENTS (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents eHealth, Inc.'s unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Comprehensive Loss, Stockholders' Equity, and Cash Flows [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The Condensed Consolidated Balance Sheets provide a snapshot of eHealth, Inc.'s financial position as of June 30, 2025, and December 31, 2024, detailing assets, liabilities, convertible preferred stock, and stockholders' equity Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | **Assets** | | | | Total current assets | $328,174 | $354,475 | | Total assets | $1,079,711 | $1,155,425 | | **Liabilities & Equity** | | | | Total current liabilities | $110,205 | $96,011 | | Total liabilities | $165,878 | $229,488 | | Convertible preferred stock | $358,910 | $337,509 | | Total stockholders' equity | $554,923 | $588,428 | [Condensed Consolidated Statements of Comprehensive Loss](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) The Condensed Consolidated Statements of Comprehensive Loss detail the company's financial performance for the three and six months ended June 30, 2025, and 2024, showing total revenue, operating costs, net loss, and comprehensive loss Condensed Consolidated Statements of Comprehensive Loss (in thousands, except per share) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Total revenue | $60,782 | $65,856 | (7.7%) | $173,901 | $158,820 | 9.5% | | Total operating costs and expenses | $83,826 | $93,815 | (10.6%) | $192,147 | $204,690 | (6.2%) | | Loss from operations | $(23,044) | $(27,959) | 17.6% | $(18,246) | $(45,870) | 60.2% | | Net loss | $(17,398) | $(27,968) | 37.8% | $(15,448) | $(44,952) | 65.7% | | Net loss attributable to common stockholders | $(29,783) | $(38,988) | 23.6% | $(39,755) | $(66,699) | 40.4% | | Basic and diluted EPS | $(0.98) | $(1.33) | 26.3% | $(1.32) | $(2.29) | 42.3% | | Comprehensive loss | $(17,393) | $(27,999) | 37.9% | $(15,474) | $(44,961) | 65.6% | [Condensed Consolidated Statements of Stockholders' Equity](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) The Condensed Consolidated Statements of Stockholders' Equity outline the changes in stockholders' equity for the six months ended June 30, 2025, and 2024, including common stock, additional paid-in capital, treasury stock, retained earnings (accumulated deficit), and accumulated other comprehensive loss Changes in Total Stockholders' Equity (in thousands) | Metric | As of Dec 31, 2024 | As of Jun 30, 2025 | Change | | :----------------------------------- | :----------------- | :----------------- | :----- | | Total Stockholders' Equity | $588,428 | $554,923 | $(33,505) | | Net loss (Q2 2025) | N/A | $(17,398) | N/A | | Dividends and accretion related to convertible preferred stock (Q2 2025) | N/A | $(12,385) | N/A | | Stock-based compensation (Q2 2025) | N/A | $4,016 | N/A | Changes in Total Stockholders' Equity (in thousands) | Metric | As of Dec 31, 2023 | As of Jun 30, 2024 | Change | | :----------------------------------- | :----------------- | :----------------- | :----- | | Total Stockholders' Equity | $606,031 | $548,852 | $(57,179) | | Net loss (Q2 2024) | N/A | $(27,968) | N/A | | Dividends and accretion related to convertible preferred stock (Q2 2024) | N/A | $(11,020) | N/A | | Stock-based compensation (Q2 2024) | N/A | $5,308 | N/A | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The Condensed Consolidated Statements of Cash Flows provide a summary of cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 Condensed Consolidated Statements of Cash Flows (in thousands) | Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash provided by operating activities | $35,917 | $38,579 | $(2,662) | | Net cash used in investing activities | $(4,647) | $(23,735) | $19,088 | | Net cash used in financing activities | $(4,543) | $(4,241) | $(302) | | Net increase in cash, cash equivalents and restricted cash | $26,723 | $10,622 | $16,101 | | Cash, cash equivalents and restricted cash at end of period | $69,010 | $129,434 | $(60,424) | [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The Notes to Condensed Consolidated Financial Statements provide detailed explanations and disclosures supporting the condensed consolidated financial statements, covering significant accounting policies, revenue disaggregation, supplemental financial information, fair value measurements, equity, convertible preferred stock, net loss per share, commitments and contingencies, segment and geographic information, leases, impairment charges, debt, and income taxes [Note 1 – Summary of Business and Significant Accounting Policies](index=12&type=section&id=Note%201%20%E2%80%93%20Summary%20of%20Business%20and%20Significant%20Accounting%20Policies) This note describes eHealth's business as a leading private health insurance marketplace leveraging technology for consumer engagement and enrollment across various health insurance products, and outlines accounting policies - eHealth operates as a leading private health insurance marketplace, offering an omnichannel platform for Medicare Advantage, Medicare Supplement, Medicare Part D, individual, family, small business, and ancillary health insurance products from over 180 carriers[28](index=28&type=chunk) - The company is evaluating the impact of ASU 2023-09 (Income Tax Disclosures) effective after December 15, 2024, and ASU 2024-03 (Expense Disaggregation Disclosures) effective after December 15, 2026, on its consolidated financial statements and related disclosures[36](index=36&type=chunk)[37](index=37&type=chunk) [Note 2 – Revenue](index=14&type=section&id=Note%202%20%E2%80%93%20Revenue) This note details the disaggregation of revenue by product type and other revenue streams for the three and six months ended June 30, 2025, and 2024, and breaks down commission revenue by segment Total Revenue Disaggregation (in thousands) | Revenue Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Total Commission Revenue | $54,731 | $56,847 | (3.7%) | $153,677 | $137,774 | 11.5% | | Total Other Revenue | $6,051 | $9,009 | (32.8%) | $20,224 | $21,046 | (3.9%) | | **Total Revenue** | **$60,782** | **$65,856** | **(7.7%)** | **$173,901** | **$158,820** | **9.5%** | Commission Revenue by Segment (in thousands) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Total Medicare segment commission revenue | $52,237 | $50,622 | 3.2% | $141,956 | $121,376 | 16.9% | | Total Employer and Individual segment commission revenue | $2,494 | $6,225 | (59.9%) | $11,721 | $16,398 | (28.6%) | - Total revenue for Medicare Part D, non-qualified, and qualified health plans was negative for the three months ended June 30, 2025, due to net adjustment revenue from members approved in prior periods[40](index=40&type=chunk) [Note 3 – Supplemental Financial Statement Information](index=15&type=section&id=Note%203%20%E2%80%93%20Supplemental%20Financial%20Statement%20Information) This note provides additional details on cash, cash equivalents, restricted cash, contract assets (commissions receivable), accounts receivable, credit risk, and prepaid expenses Cash, Cash Equivalents and Restricted Cash (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $65,920 | $39,197 | | Restricted cash | $3,090 | $3,090 | | **Total** | **$69,010** | **$42,287** | Contract Assets – Commissions Receivable Activities (in thousands) | Metric | Beginning balance at December 31, 2024 | Ending balance at June 30, 2025 | | :----------------------------------- | :----------------------------------- | :---------------------------- | | Total contract assets – commissions receivable | $999,990 | $916,991 | | Commission revenue from members approved during the period | N/A | $120,680 | | Net commission revenue from members approved in prior periods | N/A | $28,255 | | Cash receipts | N/A | $(237,162) | - Humana, UnitedHealthcare, and Aetna represented **29%**, **29%**, and **17%** respectively, of total contract assets – commissions receivable and accounts receivable balances as of June 30, 2025[48](index=48&type=chunk) [Note 4 – Fair Value Measurements](index=17&type=section&id=Note%204%20%E2%80%93%20Fair%20Value%20Measurements) This note explains the company's fair value measurement hierarchy and summarizes financial assets measured at fair value on a recurring basis, including cash equivalents and short-term marketable securities Financial Assets Measured at Fair Value (in thousands) | Asset Category | June 30, 2025 (Carrying Value) | December 31, 2024 (Carrying Value) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Cash equivalents | $59,491 | $28,270 | | Short-term marketable securities | $39,280 | $43,043 | | **Total assets measured at fair value** | **$98,771** | **$71,313** | - Money market funds are classified as Level 1, while commercial paper and government securities are classified as Level 2 within the fair value hierarchy[53](index=53&type=chunk) - Interest income recognized was **$2.6 million** for the six months ended June 30, 2025, down from **$4.3 million** in the same period of 2024[56](index=56&type=chunk) [Note 5 – Equity](index=19&type=section&id=Note%205%20%E2%80%93%20Equity) This note discusses the 2024 Equity Incentive Plan, stock repurchase programs, and details stock-based compensation expense by award type and operating function - The 2024 Equity Incentive Plan was amended to reserve an additional **1,500,000 shares** of common stock, with **1.4 million shares** issued as of June 30, 2025[57](index=57&type=chunk) - No stock repurchase activity occurred during the three and six months ended June 30, 2025 or 2024, except for shares repurchased to satisfy employee tax withholding obligations[58](index=58&type=chunk) Total Stock-Based Compensation Expense (in thousands) | Period | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Total stock-based compensation expense | $3,876 | $5,106 | (24.1%) | $7,665 | $10,646 | (27.9%) | [Note 6 – Convertible Preferred Stock](index=20&type=section&id=Note%206%20%E2%80%93%20Convertible%20Preferred%20Stock) This note provides details on the Series A convertible preferred stock issued to H.I.G., including voting rights, dividend terms, conversion rights, and redemption rights, and highlights covenant non-compliance - eHealth issued **2,250,000 shares** of Series A convertible preferred stock to H.I.G. for an aggregate purchase price of **$225.0 million** on April 30, 2021[61](index=61&type=chunk) - Dividends accrue at **8% per annum**, with **6%** payable in kind (PIK) and **2%** payable in cash in arrears after June 30, 2023. A cash dividend payment of **$2.9 million** was made in Q2 2025[65](index=65&type=chunk) - The company failed to maintain the Minimum Asset Coverage Ratio as of September 30, 2023, and the Minimum Liquidity Amount as of November 30, 2024, which entitles H.I.G. to additional rights, including board nomination and approval over certain corporate actions[71](index=71&type=chunk)[73](index=73&type=chunk) [Note 7 – Net Loss Per Share Attributable to Common Stockholders](index=22&type=section&id=Note%207%20%E2%80%93%20Net%20Loss%20Per%20Share%20Attributable%20to%20Common%20Stockholders) This note explains the computation of basic and diluted net loss per share attributable to common stockholders using the two-class method, and lists anti-dilutive securities Net Loss Per Share Attributable to Common Stockholders (in thousands, except per share amounts) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to common stockholders | $(29,783) | $(38,988) | $(39,755) | $(66,699) | | Basic and diluted EPS | $(0.98) | $(1.33) | $(1.32) | $(2.29) | | Weighted-average shares (Basic & Diluted) | 30,404 | 29,233 | 30,202 | 29,072 | - Securities that could potentially dilute net loss per share, including convertible preferred stock (**3.7 million shares** in Q2 2025), restricted stock units, performance-based stock units, common stock options, and employee stock purchase program shares, were excluded from diluted EPS calculations as their effect would have been anti-dilutive[79](index=79&type=chunk) [Note 8 – Commitments and Contingencies](index=23&type=section&id=Note%208%20%E2%80%93%20Commitments%20and%20Contingencies) This note details the company's contractual service and licensing obligations, operating lease commitments, self-insurance program, and legal contingencies, including a qui tam action Future Minimum Payments Under Non-Cancellable Contractual Service and Licensing Obligations (in thousands) | Year ending December 31, | Amount | | :----------------------- | :----- | | 2025 (remainder) | $4,728 | | 2026 | $5,275 | | 2027 | $624 | | **Total** | **$10,627** | - eHealth maintains a self-insurance liability of **$2.4 million** as of June 30, 2025, for employee health benefits, with a maximum claim liability of **$26.0 million**[84](index=84&type=chunk) - On May 1, 2025, a qui tam action was unsealed, and the U.S. Attorney's Office intervened, alleging eHealth violated the Federal False Claims Act through certain Medicare Advantage enrollment and marketing activities. eHealth denies the allegations and plans to vigorously defend itself[87](index=87&type=chunk)[89](index=89&type=chunk) [Note 9 – Segment and Geographic Information](index=26&type=section&id=Note%209%20%E2%80%93%20Segment%20and%20Geographic%20Information) This note describes eHealth's two reportable operating segments: Medicare and Employer and Individual (E&I), outlining revenue sources, gross profit calculation, and long-lived assets by geographic area - eHealth operates two reportable segments: Medicare (commissions from Medicare Advantage, Supplement, Part D, ancillary products, advertising, and BPO services) and Employer and Individual (E&I) (commissions from individual/family, small business, ancillary products, and online sponsorship/technology licensing)[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) Segment Gross Profit (in thousands) | Segment | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Medicare segment gross profit | $19,145 | $15,204 | 26.0% | $54,892 | $37,252 | 47.3% | | E&I segment gross profit (loss) | $(257) | $3,682 | (107.0%) | $5,731 | $11,087 | (48.3%) | | **Total segment gross profit** | **$18,888** | **$18,886** | **0.0%** | **$60,623** | **$48,339** | **25.4%** | Long-Lived Assets by Geographical Area (in thousands) | Region | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | United States | $28,922 | $26,033 | | China | $234 | $299 | | **Total** | **$29,156** | **$26,332** | [Note 10 – Leases](index=29&type=section&id=Note%2010%20%E2%80%93%20Leases) This note discusses eHealth's operating lease portfolio, primarily for office space, noting the company's shift to a remote-first workplace, leading to subleases and impairment charges - eHealth expects to generate **$10.8 million** in future sublease income through January 31, 2030, following its transition to a remote-first workplace[102](index=102&type=chunk) - The company recorded **$0.4 million** in impairment charges related to operating lease right-of-use assets for the three and six months ended June 30, 2025, due to reassessing excess office space[103](index=103&type=chunk)[111](index=111&type=chunk) Operating Lease Costs (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Operating lease expense | $1,198 | $1,434 | (16.5%) | $2,416 | $3,170 | (23.8%) | | Operating sublease income | $(689) | $(638) | 8.0% | $(1,378) | $(1,214) | 13.5% | | **Total operating lease cost** | **$509** | **$796** | **(36.1%)** | **$1,038** | **$1,956** | **(47.0%)** | [Note 11 – Impairment, Restructuring and Other Charges](index=31&type=section&id=Note%2011%20%E2%80%93%20Impairment,%20Restructuring%20and%20Other%20Charges) This note details the impairment, restructuring, and other charges incurred for the three and six months ended June 30, 2025, and 2024, primarily related to operating lease right-of-use asset impairments and employee termination benefits Impairment, Restructuring and Other Charges (in thousands) | Charge Type | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Asset impairment charges | $413 | $1,921 | (78.5%) | $413 | $7,413 | (94.4%) | | Restructuring and reorganization charges | $1,142 | $1,114 | 2.5% | $1,142 | $1,935 | (41.0%) | | **Total** | **$1,555** | **$3,035** | **(48.8%)** | **$1,555** | **$9,348** | **(83.4%)** | - Restructuring charges of **$1.1 million** in Q2 2025 were primarily due to employee termination benefits as a result of macroeconomic changes and internal restructuring initiatives[113](index=113&type=chunk) [Note 12 – Debt](index=32&type=section&id=Note%2012%20%E2%80%93%20Debt) This note describes the **$70.0 million** secured term loan credit facility with Blue Torch Finance LLC, including its maturity date, interest rate, and financial covenants - eHealth has a **$70.0 million** secured term loan credit facility with Blue Torch Finance LLC, maturing in February 2026, with an interest rate of **11.59%** as of June 30, 2025[116](index=116&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - The company was in compliance with its loan covenants as of June 30, 2025, which require maintaining liquidity above **$25.0 million** and outstanding debt less than **50%** of total contract assets – commissions receivable[120](index=120&type=chunk)[122](index=122&type=chunk) Interest Expense (in thousands) | Period | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Interest expense | $(2,348) | $(2,849) | 17.5% | $(4,996) | $(5,658) | 11.7% | [Note 13 – Income Taxes](index=34&type=section&id=Note%2013%20%E2%80%93%20Income%20Taxes) This note summarizes the benefit from income taxes and effective tax rates for the three and six months ended June 30, 2025, and 2024, explaining influencing factors Benefit from Income Taxes and Effective Tax Rate (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Benefit from income taxes | $(6,654) | $(505) | 1217.6% | $(4,878) | $(1,850) | 163.7% | | Effective tax rate | 27.7% | 1.8% | 25.9 pp | 24.0% | 4.0% | 20.0 pp | - The higher effective tax rate in 2025 compared to 2024 is primarily due to a change from using the actual effective tax rate method to an annualized effective tax rate method and changes in valuation allowance[124](index=124&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk) - The company is evaluating the impact of the recently signed One Big Beautiful Bill Act (OBBBA) on its financial statements but does not expect a material impact[126](index=126&type=chunk)[187](index=187&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on eHealth's financial condition and results of operations, offering insights into business performance, strategic initiatives, key metrics, and future outlook [Overview](index=35&type=section&id=Overview) This section reaffirms eHealth's position as a leading private health insurance marketplace, emphasizing its technology and service platform that guides consumers through complex health insurance options - eHealth is a leading private health insurance marketplace, utilizing an omnichannel platform to guide consumers through health insurance enrollment for Medicare Advantage, Medicare Supplement, Medicare Part D, individual, family, small business, and ancillary products from over 180 carriers[128](index=128&type=chunk) [Business Update](index=35&type=section&id=Business%20Update) This section details eHealth's 2025 growth strategy, focusing on scaling its core Medicare Advantage business, diversifying revenue, enhancing brand awareness, improving member retention, evolving its telesales organization, advancing digital technology, and strengthening carrier partnerships - eHealth's 2025 strategy focuses on scaling Medicare Advantage, diversifying revenue, enhancing brand awareness, improving member retention, evolving telesales, advancing digital technology, and strengthening carrier partnerships[129](index=129&type=chunk) - Medicare enrollment volume in Q2 2025 was lower than Q2 2024, consistent with expectations, primarily due to 2025 regulatory changes that reduced special enrollment period options for dual-eligible and LIS beneficiaries[131](index=131&type=chunk) - The company is piloting AI integration across its telephonic enrollment platform and has implemented a more flexible telesales organization structure to align with anticipated enrollment volumes[132](index=132&type=chunk) [Executive Leadership Transition](index=36&type=section&id=Executive%20Leadership%20Transition) This section announces the planned appointment of Derrick Duke as the new chief executive officer, effective September 18, 2025, succeeding Fran Soistman - Derrick Duke is appointed as the new CEO, effective September 18, 2025, succeeding Fran Soistman, who will serve as an executive advisor until December 31, 2025, and remain a Board member[134](index=134&type=chunk) [Summary of Selected Metrics](index=36&type=section&id=Summary%20of%20Selected%20Metrics) This section discusses key operational metrics used to estimate commission revenue, evaluate business performance, and facilitate strategic planning, including approved members, estimated constrained lifetime value (LTV) of commissions per approved member, estimated membership, and member acquisition costs [Approved Members](index=36&type=section&id=Approved%20Members) This subsection reports the number of individuals on applications approved by insurance carriers, noting a 13% decline in total approved members for the three months ended June 30, 2025, but a 4% growth for the six months ended June 30, 2025, compared to the same periods in 2024 Approved Members by Product | Product | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | % Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | % Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------- | :----------------------------- | :----------------------------- | :-------------- | | Medicare Advantage | 30,568 | 37,638 | (19)% | 113,239 | 103,388 | 10 % | | Medicare Supplement | 1,730 | 1,954 | (11)% | 4,295 | 8,136 | (47)% | | Medicare Part D | 1,378 | 1,468 | (6)% | 4,020 | 5,043 | (20)% | | Total Medicare | 33,676 | 41,060 | (18)% | 121,554 | 116,567 | 4 % | | Individual and Family | 2,062 | 3,508 | (41)% | 7,879 | 10,668 | (26)% | | Ancillary | 12,360 | 11,078 | 12 % | 29,285 | 25,028 | 17 % | | Small Business | 838 | 922 | (9)% | 2,028 | 2,564 | (21)% | | **Total Approved Members** | **48,936** | **56,568** | **(13)%** | **160,746** | **154,827** | **4 %** | - The **18% decline** in Medicare approved members in Q2 2025 was primarily due to a **19% decrease** in Medicare Advantage approved members, driven by an intentional decrease in variable marketing spend due to 2025 regulatory changes affecting dual-eligible beneficiaries[138](index=138&type=chunk) - The **4% growth** in Medicare approved members for the six months ended June 30, 2025, was mainly due to a **10% increase** in Medicare Advantage approved members, driven by increased consumer demand during the Q1 2025 OEP and improved telesales conversion rates[138](index=138&type=chunk) [Estimated Constrained Lifetime Value of Commissions Per Approved Member](index=38&type=section&id=Estimated%20Constrained%20Lifetime%20Value%20of%20Commissions%20Per%20Approved%20Member) This subsection presents the estimated constrained LTV of commissions per approved member by product, highlighting a 1% increase for Medicare Advantage and a 29% increase for Medicare Supplement plans in Q2 2025, while Medicare Part D saw a 24% decrease Estimated Constrained LTV of Commissions Per Approved Member (3 Months Ended June 30) | Product | 2025 | 2024 | % Change (YoY) | | :----------------------------------- | :----- | :----- | :-------------- | | Medicare Advantage | $934 | $927 | 1 % | | Medicare Supplement | $1,435 | $1,112 | 29 % | | Medicare Part D | $171 | $225 | (24)% | | Individual and Family (Non-Qualified Health Plans) | $328 | $353 | (7)% | | Individual and Family (Qualified Health Plans) | $315 | $354 | (11)% | | Ancillary (Short-term) | $111 | $172 | (35)% | | Ancillary (Dental) | $125 | $122 | 2 % | | Ancillary (Vision) | $84 | $76 | 11 % | | Small Business | $263 | $253 | 4 % | - The **29% increase** in Medicare Supplement LTV was primarily due to favorable carrier and contract mix, favorable retention assumptions, and a decrease in the constraint from **9% to 4%**[142](index=142&type=chunk) - The **24% decrease** in Medicare Part D LTV was primarily driven by unfavorable carrier and contract mix[142](index=142&type=chunk) [Estimated Membership](index=39&type=section&id=Estimated%20Membership) This subsection provides estimated membership numbers by product as of June 30, 2025, and 2024, showing a 3% total decline year-over-year, primarily due to decreases in Medicare Supplement, Medicare Part D, Individual and Family, and Small Business plans, partially offset by a 2% increase in Medicare Advantage Estimated Membership by Product (as of June 30) | Product | 2025 | 2024 | % Change (YoY) | | :----------------------------------- | :----- | :----- | :-------------- | | Medicare Advantage | 596,397 | 584,649 | 2 % | | Medicare Supplement | 91,845 | 97,426 | (6)% | | Medicare Part D | 176,223 | 195,671 | (10)% | | Total Medicare | 864,465 | 877,746 | (2)% | | Individual and Family | 66,374 | 79,786 | (17)% | | Ancillary | 174,632 | 174,107 | 0 % | | Small Business | 40,132 | 45,101 | (11)% | | **Total Estimated Membership** | **1,145,603** | **1,176,740** | **(3)%** | - Total estimated membership declined **3%** year-over-year, primarily due to decreases in Medicare Supplement (**-6%**), Medicare Part D (**-10%**), Individual and Family (**-17%**), and Small Business (**-11%**) plans[148](index=148&type=chunk) - Medicare Advantage estimated membership increased by **2%** year-over-year, resulting from increased approved member volume from the most recent AEP and OEP[148](index=148&type=chunk) [Member Acquisition](index=41&type=section&id=Member%20Acquisition) This subsection analyzes customer care and enrollment (CC&E) cost per approved member and variable marketing cost per approved member for Medicare and Individual and Family Plans, noting increases in total acquisition costs Member Acquisition Costs (3 Months Ended June 30) | Metric | 2025 | 2024 | % Change (YoY) | | :----------------------------------- | :----- | :----- | :-------------- | | Medicare CC&E cost per MA-equivalent approved member | $664 | $599 | 11 % | | Medicare Variable marketing cost per MA-equivalent approved member | $423 | $457 | (7)% | | **Total acquisition cost per MA-equivalent approved member** | **$1,087** | **$1,056** | **3 %** | | IFP CC&E cost per IFP-equivalent approved member | $422 | $284 | 49 % | | IFP Variable marketing cost per IFP-equivalent approved member | $99 | $59 | 68 % | | **Total acquisition cost per IFP-equivalent approved member** | **$521** | **$343** | **52 %** | - The **11% increase** in Medicare CC&E cost per MA-equivalent approved member was primarily due to the elevated seasonal decline in Medicare Advantage approved members driven by dual-eligible regulations[152](index=152&type=chunk) - The **52% increase** in total acquisition cost per IFP-equivalent approved member was driven by a **49% increase** in CC&E cost and a **68% increase** in variable marketing cost, both attributed to the overall decline in individual and family plan and short-term plan approved members[155](index=155&type=chunk) [Critical Accounting Policies and Estimates](index=42&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section states that there have been no material changes to the critical accounting policies and estimates described in the Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes to critical accounting policies and estimates (revenue recognition, stock-based compensation, income taxes) since the December 31, 2024 Annual Report on Form 10-K[154](index=154&type=chunk)[156](index=156&type=chunk) [Results of Operations](index=43&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of eHealth's operating results, including revenue, operating costs and expenses, loss from operations, interest expense, other income, and benefit from income taxes for the three and six months ended June 30, 2025, and 2024 [Revenue](index=43&type=section&id=Revenue) Total revenue decreased by 8% for the three months ended June 30, 2025, but increased by 9% for the six months ended June 30, 2025, driven by changes in other revenue and commission revenue Revenue (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Commission | $54,731 | $56,847 | $(2,116) | (4)% | $153,677 | $137,774 | $15,903 | 12 % | | Other | $6,051 | $9,009 | $(2,958) | (33)% | $20,224 | $21,046 | $(822) | (4)% | | **Total revenue** | **$60,782** | **$65,856** | **$(5,074)** | **(8)%** | **$173,901** | **$158,820** | **$15,081** | **9 %** | - The **4% decrease** in commission revenue in Q2 2025 was due to a **$3.7 million** decrease in the E&I segment (negative net adjustment revenue, decline in approved members, lower LTVs) partially offset by a **$1.6 million** increase in the Medicare segment (higher net adjustment revenue, improved LTVs, despite decreased approved members)[160](index=160&type=chunk) - The **12% increase** in commission revenue for the six months ended June 30, 2025, was driven by a **$20.6 million** increase in the Medicare segment (**4% increase** in approved members, improved LTVs, higher net adjustment revenue) partially offset by a **$4.7 million** decrease in the E&I segment[161](index=161&type=chunk) [Marketing and Advertising](index=45&type=section&id=Marketing%20and%20Advertising) Marketing and advertising expenses decreased by 20% for the three months and 4% for the six months ended June 30, 2025, primarily due to an intentional decrease in variable advertising costs, especially in affiliate partner channels Marketing and Advertising Expenses (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Marketing and advertising | $21,425 | $26,783 | $(5,358) | (20)% | $62,614 | $65,520 | $(2,906) | (4)% | | % of total revenue | 35 % | 41 % | | | 36 % | 41 % | | | - The **20% decrease** in Q2 2025 marketing and advertising expenses was primarily due to a **$4.4 million** decrease in variable advertising costs, driven by an intentional reduction in affiliate partner channel spend due to dual-eligible regulations[166](index=166&type=chunk) [Customer Care and Enrollment](index=45&type=section&id=Customer%20Care%20and%20Enrollment) Customer care and enrollment (CC&E) expenses decreased by 2% for the three months ended June 30, 2025, but increased by 6% for the six months ended June 30, 2025, reflecting lower personnel costs in Q2 and higher costs for Q1 Medicare Advantage OEP demand Customer Care and Enrollment Expenses (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Customer care and enrollment | $27,910 | $28,551 | $(641) | (2)% | $65,131 | $61,452 | $3,679 | 6 % | | % of total revenue | 46 % | 43 % | | | 37 % | 39 % | | | - The **2% decrease** in Q2 2025 CC&E expenses was primarily due to a **$0.9 million** decrease in personnel and compensation costs, reflecting a more flexible telesales organization structure[169](index=169&type=chunk) - The **6% increase** for the six months ended June 30, 2025, was mainly due to a **$5.0 million** increase in personnel and compensation costs to support increased consumer demand during the Q1 2025 Medicare Advantage OEP[170](index=170&type=chunk) [Technology and Content](index=46&type=section&id=Technology%20and%20Content) Technology and content expenses decreased by 13% for the three months and 9% for the six months ended June 30, 2025, mainly driven by lower personnel and compensation costs and decreased amortization of internally developed software Technology and Content Expenses (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Technology and content | $11,354 | $13,044 | $(1,690) | (13)% | $23,955 | $26,349 | $(2,394) | (9)% | | % of total revenue | 19 % | 20 % | | | 14 % | 17 % | | | - The **13% decrease** in Q2 2025 was primarily due to a **$1.5 million** decrease in personnel and compensation costs and a **$0.8 million** decrease in amortization of internally developed software[172](index=172&type=chunk) [General and Administrative](index=46&type=section&id=General%20and%20Administrative) General and administrative expenses decreased by 4% for the three months and 7% for the six months ended June 30, 2025, primarily due to lower stock-based compensation expense, professional fees, and facilities costs General and Administrative Expenses (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | General and administrative | $21,582 | $22,402 | $(820) | (4)% | $38,892 | $42,021 | $(3,129) | (7)% | | % of total revenue | 36 % | 34 % | | | 22 % | 26 % | | | - The **7% decrease** for the six months ended June 30, 2025, was primarily driven by a **$1.9 million** decrease in stock-based compensation expense and a **$1.3 million** decrease in professional fees[176](index=176&type=chunk) [Impairment, Restructuring and Other Charges](index=47&type=section&id=Impairment,%20Restructuring%20and%20Other%20Charges) Impairment, restructuring, and other charges decreased significantly by 49% for the three months and 83% for the six months ended June 30, 2025, compared to the same periods in 2024 Impairment, Restructuring and Other Charges (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Impairment, restructuring and other charges | $1,555 | $3,035 | $(1,480) | (49)% | $1,555 | $9,348 | $(7,793) | (83)% | | % of total revenue | 3 % | 5 % | | | 1 % | 6 % | | | - Charges in Q2 2025 included **$0.4 million** of pre-tax operating lease right-of-use asset impairment charges and **$1.1 million** of restructuring charges primarily related to employee termination benefits[177](index=177&type=chunk) [Interest Expense](index=48&type=section&id=Interest%20Expense) Interest expense decreased by 18% for the three months and 12% for the six months ended June 30, 2025, compared to the same periods in 2024, primarily due to lower interest rates on debt Interest Expense (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Interest expense | $(2,348) | $(2,849) | $501 | 18 % | $(4,996) | $(5,658) | $662 | 12 % | | % of total revenue | (4)% | (4)% | | | (3)% | (4)% | | | - The decrease in interest expense was primarily driven by a **$0.2 million** decrease in debt interest expense in Q2 2025 and a **$0.6 million** decrease for the six-month period, both due to lower interest rates[179](index=179&type=chunk)[180](index=180&type=chunk) [Other Income, Net](index=48&type=section&id=Other%20Income,%20Net) Other income, net, decreased by 43% for the three months and 38% for the six months ended June 30, 2025, primarily due to a decrease in interest income from less favorable short-term investment returns and lower average short-term investment balances Other Income, Net (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Other income, net | $1,340 | $2,335 | $(995) | (43)% | $2,916 | $4,726 | $(1,810) | (38)% | | % of total revenue | 2 % | 4 % | | | 2 % | 3 % | | | - The decrease in other income was primarily due to a **$0.9 million** decrease in interest income in Q2 2025 and a **$1.7 million** decrease for the six-month period, resulting from less favorable short-term investment returns and a decline in average short-term investment balances[182](index=182&type=chunk)[183](index=183&type=chunk) [Benefit from Income Taxes](index=48&type=section&id=Benefit%20from%20Income%20Taxes) The effective tax rate significantly increased to 27.7% for the three months and 24.0% for the six months ended June 30, 2025, compared to 1.8% and 4.0% in the same periods of 2024, attributed to a shift in tax rate method and changes in valuation allowance Benefit from Income Taxes (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | Change ($) | Change (%) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Benefit from income taxes | $(6,654) | $(505) | $(6,149) | 1218 % | $(4,878) | $(1,850) | $(3,028) | 164 % | | Effective tax rate | 27.7 % | 1.8 % | | | 24.0 % | 4.0 % | | | - The significant increase in the effective tax rate in 2025 is primarily due to a change from using the actual effective tax rate method to an annualized effective tax rate method and changes in valuation allowance[185](index=185&type=chunk)[186](index=186&type=chunk) [Segment Information](index=49&type=section&id=Segment%20Information) This section details the financial performance of eHealth's two operating segments: Medicare and Employer and Individual (E&I), providing total revenue and segment gross profit (loss) for each [Medicare Segment](index=51&type=section&id=Medicare%20Segment) Medicare segment revenue decreased by 2% in Q2 2025 but increased by 14% for the six months ended June 30, 2025, with gross profit increasing by 26% in Q2 and 47% for the six-month period Medicare Segment Financials (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | % Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | % Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------- | :----------------------------- | :----------------------------- | :-------------- | | Total revenue | $58,059 | $59,248 | (2)% | $161,728 | $141,636 | 14 % | | Variable marketing and advertising | $(13,800) | $(18,270) | 24 % | $(47,553) | $(48,518) | 2 % | | Medicare CC&E | $(25,078) | $(25,685) | 2 % | $(59,547) | $(55,634) | (7)% | | **Medicare segment gross profit** | **$19,145** | **$15,204** | **26 %** | **$54,892** | **$37,252** | **47 %** | - The **26% increase** in Medicare segment gross profit in Q2 2025 was primarily due to a **$4.5 million** decrease in variable marketing and advertising and a **$0.6 million** decrease in segment CC&E expenses, partially offset by a **$1.2 million** decrease in Medicare segment revenue[198](index=198&type=chunk) - The **47% increase** in Medicare segment gross profit for the six months ended June 30, 2025, was driven by a **$20.1 million** increase in Medicare segment revenue and a **$1.0 million** decrease in variable marketing and advertising expenses[198](index=198&type=chunk) [Employer and Individual Segment](index=52&type=section&id=Employer%20and%20Individual%20Segment) Employer and Individual (E&I) segment revenue decreased significantly by 59% in Q2 2025 and 29% for the six months ended June 30, 2025, leading to a gross loss in Q2 and a 48% decrease in gross profit for the six-month period Employer and Individual Segment Financials (in thousands) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | % Change (YoY) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | % Change (YoY) | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------- | :----------------------------- | :----------------------------- | :-------------- | | Total revenue | $2,723 | $6,608 | (59)% | $12,173 | $17,184 | (29)% | | Variable marketing and advertising | $(717) | $(698) | (3)% | $(1,907) | $(1,474) | (29)% | | E&I CC&E | $(2,201) | $(2,135) | (3)% | $(4,381) | $(4,412) | 1 % | | **E&I segment gross profit (loss)** | **$(257)** | **$3,682** | **(107)%** | **$5,731** | **$11,087** | **(48)%** | - The **59% decrease** in E&I segment revenue in Q2 2025 was primarily due to a **$3.7 million** decrease in commission revenue, driven by a **41% decline** in individual and family plan approved members and a **9% decline** in small business plan approved members[199](index=199&type=chunk) - The E&I segment gross profit decreased by **48%** for the six months ended June 30, 2025, primarily due to a **$5.0 million** decrease in E&I segment revenue and a **$0.4 million** increase in variable marketing and advertising expenses[201](index=201&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses eHealth's financial liquidity, capital resources, and cash flow activities, including cash, cash equivalents, material cash requirements, convertible preferred stock obligations, and the term loan credit agreement [Cash and Cash Equivalents](index=53&type=section&id=Cash%20and%20Cash%20Equivalents) As of June 30, 2025, eHealth had **$105.2 million** in cash, cash equivalents, and short-term marketable securities, an increase from **$82.2 million** at December 31, 2024 Cash, Cash Equivalents and Short-Term Marketable Securities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Cash and cash equivalents | $65,920 | $39,197 | | Short-term marketable securities | $39,280 | $43,043 | | **Total** | **$105,200** | **$82,240** | [Material Cash Requirements](index=53&type=section&id=Material%20Cash%20Requirements) eHealth's material cash requirements include short-term obligations of **$8.8 million** for leases and **$7.8 million** for service and licensing, and long-term obligations of **$18.6 million** for leases and **$2.8 million** for service and licensing as of June 30, 2025 - Short-term obligations as of June 30, 2025, include **$8.8 million** for leases and **$7.8 million** for service and licensing[205](index=205&type=chunk) - Long-term obligations as of June 30, 2025, include **$18.6 million** for leases and **$2.8 million** for service and licensing[205](index=205&type=chunk) [Convertible Preferred Stock](index=53&type=section&id=Convertible%20Preferred%20Stock) This subsection reaffirms the issuance of Series A convertible preferred stock to H.I.G. and the associated dividend payments and redemption rights, reiterating covenant non-compliance - eHealth issued **$225.0 million** in Series A convertible preferred stock to H.I.G. in April 2021, with a **$2.9 million** cash dividend payment made in Q2 2025[207](index=207&type=chunk) - Non-compliance with the Minimum Asset Coverage Ratio (since Sept 30, 2023) and Minimum Liquidity Amount (since Nov 30, 2024) grants H.I.G. additional rights but does not accelerate preferred stock redemption[208](index=208&type=chunk) [Term Loan Credit Agreement](index=54&type=section&id=Term%20Loan%20Credit%20Agreement) This subsection details the **$70.0 million** secured term loan credit facility, which matures in February 2026 and had an interest rate of 11.59% as of June 30, 2025, with the company in compliance with all loan covenants - The **$70.0 million** secured term loan credit facility matures in February 2026, with an interest rate of **11.59%** as of June 30, 2025[209](index=209&type=chunk) - eHealth was in compliance with its loan covenants as of June 30, 2025[209](index=209&type=chunk) [Availability and Use of Cash](index=54&type=section&id=Availability%20and%20Use%20of%20Cash) eHealth believes its current cash, cash equivalents, short-term marketable securities, and expected cash collections are sufficient to fund operations for at least 12 months, with future capital requirements potentially necessitating additional financing - Current cash, cash equivalents, short-term marketable securities, and expected cash collections are believed to be sufficient to fund operations for at least 12 months[210](index=210&type=chunk) - Future capital requirements depend on enrollment volume, retention rates, and investment levels, potentially necessitating additional capital through debt or equity financing[211](index=211&type=chunk) [Cash Activities](index=55&type=section&id=Cash%20Activities) This subsection summarizes cash flows from operating, investing, and financing activities for the six months ended June 30, 2025, and 2024 [Operating Activities](index=55&type=section&id=Operating%20Activities) Net cash provided by operating activities was **$35.9 million** for the six months ended June 30, 2025, a decrease from **$38.6 million** in the same period of 2024, driven by changes in net operating assets and liabilities Net Cash Provided by Operating Activities (in thousands) | Period | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $35,917 | $38,579 | - Cash provided by changes in net operating assets and liabilities in H1 2025 primarily consisted of decreases of **$83.5 million** in contract assets – commissions receivable and **$15.0 million** in accounts receivable[217](index=217&type=chunk) - In periods of membership growth, cash receipts from new and continuing members may be less than cash outlays for new member acquisition, potentially impacting operating cash flows negatively[215](index=215&type=chunk) [Investing Activities](index=56&type=section&id=Investing%20Activities) Net cash used in investing activities was **$4.6 million** for the six months ended June 30, 2025, a significant decrease from **$23.7 million** in the same period of 2024, mainly due to higher proceeds from marketable securities redemptions offsetting purchases, and capitalized internal-use software costs Net Cash Used in Investing Activities (in thousands) | Period | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in investing activities | $(4,647) | $(23,735) | - H1 2025 investing activities included **$61.9 million** used to purchase marketable securities and **$7.4 million** in capitalized internal-use software, partially offset by **$66.5 million** in proceeds from marketable securities[221](index=221&type=chunk) [Financing Activities](index=56&type=section&id=Financing%20Activities) Net cash used in financing activities was **$4.5 million** for the six months ended June 30, 2025, slightly higher than **$4.2 million** in the same period of 2024, primarily due to preferred stock dividend payments and repurchases of shares for employee tax withholding obligations Net Cash Used in Financing Activities (in thousands) | Period | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in financing activities | $(4,543) | $(4,241) | - H1 2025 financing activities included a **$2.9 million** preferred stock dividend payment and **$1.8 million** in share repurchases to satisfy employee tax withholding obligations[223](index=223&type=chunk) [Seasonality](index=56&type=section&id=Seasonality) This section explains that eHealth's business is seasonal, driven by Medicare and individual/family health plan open enrollment periods, leading to fluctuating financial results and increased expenses in the fourth and first quarters - The majority of commission revenue is typically recognized in Q4 due to Medicare AEP (Oct 15 - Dec 7) and individual/family health insurance open enrollment (Nov 1 - Dec/Jan 15). Medicare Advantage OEP (Jan 1 - Mar 31) also elevates Q1 revenue[225](index=225&type=chunk) - Marketing and advertising expenses are typically highest in Q4 due to the Medicare AEP and Affordable Care Act open enrollment period[227](index=227&type=chunk) - eHealth plans to increase the use of career seasonal advisors starting in 2025 to enhance telesales organization flexibility and manage seasonal volume[228](index=228&type=chunk) [Recent Accounting Pronouncements](index=58&type=section&id=Recent%20Accounting%20Pronouncements) This section refers to Note 1 – Summary of Business and Significant Accounting Policies for details on recently issued accounting standards that could affect the company - Refer to Note 1 – Summary of Business and Significant Accounting Policies for details on recently issued accounting standards that could have an effect on the company[229](index=229&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," eHealth, Inc. is not required to provide quantitative and qualitative disclosures about market risk, as defined in Rule 12b-2 of the Exchange Act - As a "smaller reporting company," eHealth, Inc. is exempt from providing quantitative and qualitative disclosures about market risk[230](index=230&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms that management, including the CEO and CFO, concluded that eHealth's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter [Evaluation of Our Disclosure Controls and Procedures](index=58&type=section&id=Evaluation%20of%20Our%20Disclosure%20Controls%20and%20Procedures) Management, with the participation of the chief executive officer and chief financial officer, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2025, and concluded they are effective - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2025[232](index=232&type=chunk) [Changes in Internal Control over Financial Reporting](index=58&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No changes in internal control over financial reporting occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[233](index=233&type=chunk) [Inherent Limitations on Effectiveness of Controls](index=58&type=section&id=Inherent%20Limitations%20on%20Effectiveness%20of%20Controls) Management acknowledges that while disclosure controls and internal control over financial reporting are designed to provide reasonable assurance, no control system can prevent all errors or fraud due to inherent limitations - Management believes control systems provide reasonable, not absolute, assurance and are subject to inherent limitations, including resource constraints, human error, circumvention, and management override[235](index=235&type=chunk) [PART II. OTHER INFORMATION](index=61&type=section&id=PART%20II) [ITEM 1. LEGAL PROCEEDINGS](index=61&type=section&id=Item%201.%20Legal%20Proceedings) This section states that eHealth is subject to inquiries from governmental bodies and may be involved in litigation, with non-compliance potentially leading to fines, license revocation, and reputational harm - eHealth is subject to inquiries from governmental bodies and potential litigation, with non-compliance potentially leading to fines, license revocation, and reputational damage[237](index=237&type=chunk) - Material legal proceedings, including a qui tam action and government intervention alleging Federal False Claims Act violations, are detailed in Note 8 of the financial statements[238](index=238&type=chunk) [ITEM 1A. RISK FACTORS](index=61&type=section&id=Item%201A.%20Risk%20Factors) This section outlines various risk factors that could materially and adversely affect eHealth's business, operating results, and financial condition, categorized into business, legal, financial, technology, ownership, and macroeconomic risks [Risks Related to Our Business](index=61&type=section&id=Risks%20Related%20to%20Our%20Business) This subsection highlights risks stemming from intense competition, reliance on health insurance carrier relationships, revenue concentration with a few carriers, challenges in attracting and retaining members, marketing effectiveness, operational risks in China, seasonality, and changes in senior management or key employees - eHealth faces intense competition from government-run health insurance exchanges and other brokers, requiring continuous enhancement of its online platform and cost-effective marketing[241](index=241&type=chunk)[244](index=244&type=chunk) - The business is highly dependent on relationships with health insurance carriers, which are typically non-exclusive and terminable on short notice, and a significant portion of revenue is concentrated in a small number of carriers (Humana, UnitedHealthcare, Aetna)[245](index=245&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) - Operational risks in China, including political/geopolitical issues, changing laws, and security concerns, could increase expenses or force relocation of operations[267](index=267&type=chunk)[270](index=270&type=chunk)[271](index=271&type=chunk) - The business is seasonal due to Medicare and individual/family enrollment periods, leading to fluctuating financial results and increased expenses in the fourth and first quarters[272](index=272&type=chunk) [Risks Related to Laws and Regulations](index=72&type=section&id=Risks%20Related%20to%20Laws%20and%20Regulations) This subsection addresses the significant risks posed by the highly regulated U.S. healthcare industry, including potential changes in health insurance laws, complex and frequently changing regulations for Medicare plans, and increasing regulatory focus on privacy and data security - Changes in the U.S. health insurance system, including proposals for government-sponsored coverage or reduced broker fees, could harm eHealth's business[287](index=287&type=chunk) - The marketing and sale of health insurance plans are subject to numerous, complex, and frequently changing federal and state laws and regulations, with non-compliance potentially leading to fines, license revocation, and reputational damage[291](index=291&type=chunk)[292](index=292&type=chunk) - Increasing regulatory focus on privacy and data security, including new state and federal laws, could increase compliance costs and expose the company to increased liability and reputational harm[299](index=299&type=chunk)[300](index=300&type=chunk) - The company is subject to various legal proceedings, including a qui tam action alleging Federal False Claims Act violations, which could result in significant liability, jeopardize licenses, and harm reputation[296](index=296&type=chunk) [Risks Related to Finance, Account

Company Performance - eHealth reported a quarterly loss of $0.98 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.87, but an improvement from a loss of $1.09 per share a year ago [1] - The company posted revenues of $60.78 million for the quarter ended June 2025, exceeding the Zacks Consensus Estimate by 28.54%, although this represents a decline from year-ago revenues of $65.86 million [2] - eHealth has surpassed consensus EPS estimates two times over the last four quarters and topped consensus revenue estimates four times during the same period [2] Stock Performance - eHealth shares have declined approximately 65.2% since the beginning of the year, contrasting with the S&P 500's gain of 7.1% [3] - The current consensus EPS estimate for the upcoming quarter is -$1.09 on revenues of $54.02 million, while for the current fiscal year, it is $0.23 on revenues of $533.37 million [7] Industry Outlook - The Insurance - Brokerage industry, to which eHealth belongs, is currently ranked in the top 41% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact eHealth's stock performance [5]

Financial Data and Key Metrics Changes - Second quarter revenue was $60.8 million, with a GAAP net loss of $17.4 million and adjusted EBITDA of negative $14.1 million [12][29] - The company ended the quarter with $105.2 million in cash, cash equivalents, and short-term marketable securities, reflecting strong collections from new Medicare enrollments [12][30] - Year-over-year decline in second quarter Medicare enrollments and related revenue was expected due to regulatory changes limiting dual eligible beneficiaries from switching plans outside main enrollment periods [12][30] Business Line Data and Key Metrics Changes - Medicare segment revenue was $58.1 million, a decrease of 2%, reflecting lower enrollment volumes offset by greater tail revenue [23] - Total Medicare submissions declined 18%, largely due to changes in dual eligible enrollment rules [23] - Medicare non-commission revenue was $5.8 million compared to $8.6 million last year, primarily due to the timing of sponsorship revenue [23] Market Data and Key Metrics Changes - The company anticipates that this year's Annual Enrollment Period (AEP) could be as disruptive and complex as last year's, with implications for beneficiaries and the business [9] - Medicare Advantage continues to enjoy strong bipartisan support in Congress, reflecting its critical role in delivering healthcare to approximately 35 million seniors [10] Company Strategy and Development Direction - The company is focused on greater scale, business diversification, and sustainable cash flow generation under the new CEO Derek Duke [6] - The company is expanding its focus on insurance products that can be sold year-round to mitigate elevated seasonality in Medicare enrollments [13] - The company is leveraging technology and AI to optimize capacity and improve customer experience [17][20] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism regarding the upcoming AEP, emphasizing the need for greater visibility through interactions with key carrier partners [34] - The company expects to navigate challenges in the Medicare Advantage market, including potential benefit reductions and service area changes [48][50] - Management highlighted the importance of member retention and the effectiveness of strategic initiatives aimed at improving retention [24][18] Other Important Information - The company is updating its full-year 2025 revenue guidance to a range of $525 million to $565 million, reflecting outperformance to date [31] - The company expects operating cash flow to be in the range of negative $25 million to positive $10 million [31] Q&A Session Summary Question: Why is the company not incorporating the rates in its guidance? - Management indicated that they are awaiting greater visibility through interactions with key carrier partners before making adjustments to guidance [34][35] Question: How does the AI voice agent function in the customer service process? - The AI agent serves as a screening process to collect demographic information and route calls to licensed agents, improving call handling and reducing hold times [36][38][40] Question: What is the company's strategy regarding its capital structure? - Management emphasized the need for financial agility and plans to address the term loan maturing in February while improving access to capital [41][43] Question: How will expected benefit changes in Medicare Advantage impact market growth and churn? - Management anticipates a balanced growth approach by carriers, recognizing the need to replace lost members while managing benefit reductions [48][50] Question: What is the outlook for the ACA market and its impact on membership participation? - Management does not foresee ACA plans going away but expects potential disruptions in subsidization, which could affect enrollment dynamics [52][54][56]

Q2 2025 Financial Results ©2025 eHealthInsurance Services, Inc. 1 Safe Harbor Statement Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the federal securities laws. 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, regulatory and market trends, incl ...

Q2 2025 Performance Highlights & CEO Commentary [Q2 2025 Results Overview](index=1&type=section&id=1.1%20Q2%202025%20Results%20Overview) eHealth reported a strong Q2 2025, exceeding revenue and profitability expectations despite an 8% decrease in total revenue year-over-year to $60.8 million, driven by increased net adjustment revenue and reduced operating costs | Metric | Q2 2025 (in millions) | Q2 2024 (in millions) | Change (%) | | :------------------------------------- | :---------- | :---------- | :--------- | | Total Revenue | $60.8 | $65.9 | (8)% | | Net Adjustment Revenue | $17.8 | $11.5 | 54.8% | | Non-GAAP Total Revenue (excl. adj. rev) | $43.0 | $54.4 | (21)% | | Total Operating Costs & Expenses | $83.8 | $93.8 | (11)% | | GAAP Net Loss | $(17.4) | $(28.0) | 38% improvement | | Non-GAAP Net Loss | $(29.7) | $(34.3) | 13.4% improvement | | Adjusted EBITDA | $(14.1) | $(15.5) | 9% improvement | | MA Constrained LTV | +1% | | | | Medicare Supplement Constrained LTV | +29% | | | [CEO Commentary](index=1&type=section&id=1.2%20CEO%20Commentary) CEO Fran Soistman highlighted eHealth's strong Q2 performance, exceeding expectations and demonstrating adaptability, with updated 2025 annual guidance and preparations for a dynamic Medicare Annual Enrollment Period - eHealth delivered a **strong second quarter**, exceeding revenue and profitability expectations[2](index=2&type=chunk) - Updated **2025 annual guidance ranges** based on year-to-date performance[2](index=2&type=chunk) - Anticipates a dynamic Medicare Annual Enrollment Period (AEP) with **elevated consumer shopping activity** due to recent industry developments[2](index=2&type=chunk) - eHealth aims to differentiate itself as a trusted Medicare advisor with broad plan selection, omni-channel platform, and distinct brand[2](index=2&type=chunk) [2025 Financial Guidance Update](index=3&type=section&id=2025%20Financial%20Guidance%20Update) eHealth revised its full-year 2025 financial guidance upwards, reflecting strong year-to-date performance, with higher ranges for total revenue, GAAP net income, and Adjusted EBITDA, while operating cash flow guidance remains consistent | Metric | Previous Guidance (Low, in millions) | Previous Guidance (High, in millions) | Revised Guidance (Low, in millions) | Revised Guidance (High, in millions) | | :----------------------- | :---------------------- | :----------------------- | :--------------------- | :---------------------- | | Total Revenue | $510.0 | $550.0 | $525.0 | $565.0 | | GAAP Net Income (Loss) | $(10.0) | $15.0 | $5.0 | $26.0 | | Adjusted EBITDA | $35.0 | $60.0 | $55.0 | $75.0 | | Operating Cash Flow | $(25.0) | $10.0 | $(25.0) | $10.0 | | Net Adjustment Revenue | $11.0 | $20.0 | $29.0 | $32.0 | Condensed Consolidated Financial Statements [Condensed Consolidated Balance Sheets](index=6&type=section&id=3.1%20Condensed%20Consolidated%20Balance%20Sheets) As of June 30, 2025, total assets decreased to $1,079.7 million from $1,155.4 million, primarily due to lower contract assets and accounts receivable, while total liabilities also significantly decreased | Balance Sheet Item | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | | :----------------------------------- | :--------------------------- | :------------------------------- | :-------------------- | | Cash and cash equivalents | $65,920 | $39,197 | +$26,723 | | Short-term marketable securities | $39,280 | $43,043 | -$3,763 | | Accounts receivable | $1,856 | $16,807 | -$14,951 | | Contract assets – commissions receivable – current | $209,654 | $242,467 | -$32,813 | | Contract assets – commissions receivable – non-current | $707,337 | $757,523 | -$50,186 | | Total assets | $1,079,711 | $1,155,425 | -$75,714 | | Accounts payable | $5,748 | $23,448 | -$17,700 | | Accrued compensation and benefits | $17,054 | $43,888 | -$26,834 | | Short term debt | $69,087 | — | +$69,087 | | Long-term debt | — | $68,458 | -$68,458 | | Total liabilities | $165,878 | $229,488 | -$63,610 | | Total stockholders' equity | $554,923 | $588,428 | -$33,505 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=3.2%20Condensed%20Consolidated%20Statements%20of%20Operations) For Q2 2025, total revenue decreased 8% to $60.8 million, but total operating costs and expenses decreased by 11%, leading to an 18% improvement in loss from operations and a 38% improvement in GAAP net loss | Metric (in thousands) | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Commission Revenue | $54,731 | $56,847 | (4)% | $153,677 | $137,774 | 12% | | Other Revenue | $6,051 | $9,009 | (33)% | $20,224 | $21,046 | (4)% | | Total Revenue | $60,782 | $65,856 | (8)% | $173,901 | $158,820 | 9% | | Marketing and advertising | $21,425 | $26,783 | (20)% | $62,614 | $65,520 | (4)% | | Customer care and enrollment | $27,910 | $28,551 | (2)% | $65,131 | $61,452 | 6% | | Technology and content | $11,354 | $13,044 | (13)% | $23,955 | $26,349 | (9)% | | General and administrative | $21,582 | $22,402 | (4)% | $38,892 | $42,021 | (7)% | | Impairment, restructuring and other charges | $1,555 | $3,035 | (49)% | $1,555 | $9,348 | (83)% | | Total Operating Costs and Expenses | $83,826 | $93,815 | (11)% | $192,147 | $204,690 | (6)% | | Loss from Operations | $(23,044) | $(27,959) | 18% improvement | $(18,246) | $(45,870) | 60% improvement | | Net Loss | $(17,398) | $(27,968) | 38% improvement | $(15,448) | $(44,952) | 66% improvement | | Net Loss Attributable to Common Stockholders | $(29,783) | $(38,988) | 24% improvement | $(39,755) | $(66,699) | 40% improvement | | Basic and Diluted EPS | $(0.98) | $(1.33) | 26% improvement | $(1.32) | $(2.29) | 42% improvement | | Adjusted EBITDA | $(14,142) | $(15,540) | 9% improvement | $(1,621) | $(17,192) | 91% improvement | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=3.3%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash provided by operating activities was $35.9 million, while investing activities used $4.6 million, and overall cash, cash equivalents, and restricted cash increased by $26.7 million year-to-date | Cash Flow Item (in thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------ | :-------- | :-------- | :--------- | :--------- | | Net cash provided by (used in) operating activities | $(41,204) | $(32,182) | $35,917 | $38,579 | | Net cash used in investing activities | $(10,119) | $(13,448) | $(4,647) | $(23,735) | | Net cash used in financing activities | $(3,844) | $(2,982) | $(4,543) | $(4,241) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(55,172) | $(48,642) | $26,723 | $10,622 | | Cash, cash equivalents and restricted cash at end of period | $69,010 | $129,434 | $69,010 | $129,434 | Segment Performance Analysis [Medicare Segment](index=9&type=section&id=4.1%20Medicare%20Segment) The Medicare segment's total revenue decreased by 2% in Q2 2025 but increased by 14% year-to-date, with gross profit significantly increasing by 26% in Q2 due to reduced variable marketing and advertising expenses | Metric (in thousands) | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Total Revenue | $58,059 | $59,248 | (2)% | $161,728 | $141,636 | 14% | | Variable marketing and advertising | $(13,800) | $(18,270) | 24% | $(47,553) | $(48,518) | 2% | | Medicare CC&E | $(25,078) | $(25,685) | 2% | $(59,547) | $(55,634) | (7)% | | Medicare segment gross profit | $19,145 | $15,204 | 26% | $54,892 | $37,252 | 47% | [Employer and Individual (E&I) Segment](index=9&type=section&id=4.2%20Employer%20and%20Individual%20(E%26I)%20Segment) The Employer and Individual (E&I) segment experienced a substantial 59% decline in total revenue in Q2 2025 to $2.7 million, resulting in a significant 107% decrease in segment gross profit, turning into a loss | Metric (in thousands) | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Total Revenue | $2,723 | $6,608 | (59)% | $12,173 | $17,184 | (29)% | | Variable marketing and advertising | $(717) | $(698) | (3)% | $(1,907) | $(1,474) | (29)% | | E&I CC&E | $(2,201) | $(2,135) | (3)% | $(4,381) | $(4,412) | 1% | | E&I segment gross profit (loss) | $(257) | $3,682 | (107)% | $5,731 | $11,087 | (48)% | [Consolidated Segment Gross Profit Reconciliation](index=10&type=section&id=4.3%20Consolidated%20Segment%20Gross%20Profit%20Reconciliation) Consolidated total segment gross profit remained flat year-over-year in Q2 2025 at $18.9 million but increased by 25% year-to-date, driven by significant reductions in marketing, advertising, and impairment charges | Metric (in thousands) | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Total segment gross profit | $18,888 | $18,886 | —% | $60,623 | $48,339 | 25% | | Other marketing and advertising | $(6,810) | $(7,633) | 11% | $(13,264) | $(15,085) | 12% | | Technology and content | $(11,354) | $(13,044) | 13% | $(23,955) | $(26,349) | 9% | | General and administrative | $(21,582) | $(22,402) | 4% | $(38,892) | $(42,021) | 7% | | Impairment, restructuring and other charges | $(1,555) | $(3,035) | 49% | $(1,555) | $(9,348) | 83% | | Loss before income taxes | $(24,052) | $(28,473) | 16% improvement | $(20,326) | $(46,802) | 57% improvement | Commission Revenue Breakdown [Commission Revenue by Product](index=11&type=section&id=5.1%20Commission%20Revenue%20by%20Product) Total commission revenue decreased by 4% in Q2 2025 to $54.7 million but increased by 12% year-to-date, with Medicare Supplement commissions seeing a significant 228% increase in Q2 | Product (in thousands) | Q2 2025 | Q2 2024 | % Change (QoQ) | YTD 2025 | YTD 2024 | % Change (YTD) | | :----------------------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Medicare Advantage | $38,264 | $42,168 | (9)% | $113,250 | $104,164 | 9% | | Medicare Supplement | $13,286 | $4,045 | 228% | $21,890 | $9,523 | 130% | | Medicare Part D | $(1,048) | $2,710 | (139)% | $1,395 | $5,395 | (74)% | | Total Medicare | $50,502 | $48,923 | 3% | $136,535 | $119,082 | 15% | | Non-Qualified Health Plans | $(434) | $388 | (212)% | $484 | $2,033 | (76)% | | Qualified Health Plans | $(402) | $710 | (157)% | $1,363 | $2,756 | (51)% | | Total Individual and Family | $(836) | $1,098 | (176)% | $1,847 | $4,789 | (61)% | | Ancillary | $2,249 | $2,555 | (12)% | $8,081 | $5,243 | 54% | | Small Business | $2,297 | $2,563 | (10)% | $5,731 | $6,179 | (7)% | | Commission Bonus and Other | $519 | $1,708 | (70)% | $1,483 | $2,481 | (40)% | | Total Commission Revenue | $54,731 | $56,847 | (4)% | $153,677 | $137,774 | 12% | [Commission Revenue by Segment](index=11&type=section&id=5.2%20Commission%20Revenue%20by%20Segment) Medicare segment commission revenue increased by 3% in Q2 2025 and 17% year-to-date, driven by higher net commission revenue from prior periods, while the Employer and Individual segment's commission revenue decreased substantially | Segment (in thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------------- | :-------- | :-------- | :--------- | :--------- | | **Medicare** | | | | | | Commission revenue from members approved during the period | $33,148 | $39,941 | $114,902 | $109,693 | | Net commission revenue from members approved in prior periods | $19,089 | $10,681 | $27,054 | $11,683 | | Total Medicare segment commission revenue | $52,237 | $50,622 | $141,956 | $121,376 | | **Employer and Individual** | | | | | | Commission revenue from members approved during the period | $1,920 | $3,265 | $5,778 | $8,942 | | Commission revenue from renewals of small business members | $1,892 | $2,142 | $4,742 | $5,170 | | Net commission revenue from members approved in prior periods | $(1,318) | $818 | $1,201 | $2,286 | | Total Employer and Individual segment commission revenue | $2,494 | $6,225 | $11,721 | $16,398 | | **Total commission revenue** | $54,731 | $56,847 | $153,677 | $137,774 | Key Operating Metrics [Approved Members](index=12&type=section&id=6.1%20Approved%20Members) Total approved members decreased by 13% in Q2 2025 to 48,936, primarily due to declines in Medicare Advantage and Individual and Family members, but increased 4% year-to-date driven by Medicare Advantage growth | Approved Members | Q2 2025 (Count) | Q2 2024 (Count) | % Change (QoQ) | YTD 2025 (Count) | YTD 2024 (Count) | % Change (YTD) | | :----------------------- | :-------- | :-------- | :------------- | :--------- | :--------- | :------------- | | Medicare Advantage | 30,568 | 37,638 | (19)% | 113,239 | 103,388 | 10% | | Medicare Supplement | 1,730 | 1,954 | (11)% | 4,295 | 8,136 | (47)% | | Medicare Part D | 1,378 | 1,468 | (6)% | 4,020 | 5,043 | (20)% | | Total Medicare | 33,676 | 41,060 | (18)% | 121,554 | 116,567 | 4% | | Individual and Family | 2,062 | 3,508 | (41)% | 7,879 | 10,668 | (26)% | | Ancillary | 12,360 | 11,078 | 12% | 29,285 | 25,028 | 17% | | Small Business | 838 | 922 | (9)% | 2,028 | 2,564 | (21)% | | Total Approved Members | 48,936 | 56,568 | (13)% | 160,746 | 154,827 | 4% | [Constrained Lifetime Value (LTV) of Commissions per Approved Member](index=12&type=section&id=6.2%20Constrained%20Lifetime%20Value%20(LTV)%20of%20Commissions%20per%20Approved%20Member) In Q2 2025, Constrained LTV per approved member for Medicare Advantage increased by 1% to $934, and Medicare Supplement LTV significantly increased by 29% to $1,435, while Medicare Part D LTV decreased by 24% | LTV per Approved Member | Q2 2025 ($) | Q2 2024 ($) | % Change | | :----------------------------------- | :-------- | :-------- | :--------- | | Medicare Advantage | $934 | $927 | 1% | | Medicare Supplement | $1,435 | $1,112 | 29% | | Medicare Part D | $171 | $225 | (24)% | | Non-Qualified Health Plans | $328 | $353 | (7)% | | Qualified Health Plans | $315 | $354 | (11)% | | Short-term Ancillary | $111 | $172 | (35)% | | Dental Ancillary | $125 | $122 | 2% | | Vision Ancillary | $84 | $76 | 11% | | Small Business | $263 | $253 | 4% | [Expense Metrics per Approved Member](index=12&type=section&id=6.3%20Expense%20Metrics%20per%20Approved%20Member) In Q2 2025, Customer Care & Enrollment (CC&E) cost per MA-equivalent approved member increased by 11% to $664, while variable marketing cost decreased by 7% to $423, but both costs significantly increased for IFP-equivalent approved members | Expense Metric | Q2 2025 ($) | Q2 2024 ($) | % Change | | :------------------------------------------ | :-------- | :-------- | :--------- | | **Medicare Plans** | | | | | CC&E cost per MA-equivalent approved member | $664 | $599 | 11% | | Variable marketing cost per MA-equivalent approved member | $423 | $457 | (7)% | | Total acquisition cost per MA-equivalent approved member | $1,087 | $1,056 | 3% | | **Individual and Family Plans ("IFP")** | | | | | CC&E cost per IFP-equivalent approved member | $422 | $284 | 49% | | Variable marketing cost per IFP-equivalent approved member | $99 | $59 | 68% | | Total acquisition cost per IFP-equivalent approved member | $521 | $343 | 52% | [Estimated Membership](index=13&type=section&id=6.4%20Estimated%20Membership) As of June 30, 2025, total estimated membership decreased by 3% year-over-year to 1,145,603, primarily due to declines in Medicare Supplement, Medicare Part D, Individual and Family, and Small Business memberships | Estimated Membership | June 30, 2025 (Members) | June 30, 2024 (Members) | % Change | | :----------------------- | :-------------- | :-------------- | :--------- | | Medicare Advantage | 596,397 | 584,649 | 2% | | Medicare Supplement | 91,845 | 97,426 | (6)% | | Medicare Part D | 176,223 | 195,671 | (10)% | | Total Medicare | 864,465 | 877,746 | (2)% | | Individual and Family | 66,374 | 79,786 | (17)% | | Ancillary | 174,632 | 174,107 | —% | | Small Business | 40,132 | 45,101 | (11)% | | Total Estimated Membership | 1,145,603 | 1,176,740 | (3)% | Non-GAAP Financial Measures Reconciliation [Operating Costs and Expenses Reconciliation](index=14&type=section&id=7.1%20Operating%20Costs%20and%20Expenses%20Reconciliation) eHealth provides reconciliations from GAAP to Non-GAAP operating costs and expenses by excluding stock-based compensation and impairment/restructuring charges, with total non-GAAP operating costs and expenses decreasing by 8.5% in Q2 2025 | Metric (in thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :----------------------------------- | :-------- | :-------- | :--------- | :--------- | | GAAP marketing and advertising expense | $21,425 | $26,783 | $62,614 | $65,520 | | Non-GAAP marketing and advertising expense | $20,840 | $26,072 | $61,532 | $64,165 | | GAAP customer care and enrollment expense | $27,910 | $28,551 | $65,131 | $61,452 | | Non-GAAP customer care and enrollment expense | $27,578 | $28,040 | $64,535 | $60,417 | | GAAP technology and content expense | $11,354 | $13,044 | $23,955 | $26,349 | | Non-GAAP technology and content expense | $10,674 | $12,265 | $22,587 | $24,596 | | GAAP general and administrative expense | $21,582 | $22,402 | $38,892 | $42,021 | | Non-GAAP general and administrative expense | $19,303 | $19,297 | $34,273 | $35,518 | | GAAP operating costs and expenses | $83,826 | $93,815 | $192,147 | $204,690 | | Non-GAAP operating costs and expenses | $78,395 | $85,674 | $182,927 | $184,696 | [Net Loss and Adjusted EBITDA Reconciliation](index=15&type=section&id=7.2%20Net%20Loss%20and%20Adjusted%20EBITDA%20Reconciliation) For Q2 2025, GAAP net loss attributable to common stockholders was $(29.8) million, which reconciles to an Adjusted EBITDA of $(14.1) million after various add-backs, while Non-GAAP net loss was $(29.7) million | Metric (in thousands) | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------------------------------------------- | :-------- | :-------- | :--------- | :--------- | | GAAP net loss attributable to common stockholders | $(29,783) | $(38,988) | $(39,755) | $(66,699) | | GAAP net loss | $(17,398) | $(27,968) | $(15,448) | $(44,952) | | Adjusted EBITDA | $(14,142) | $(15,540) | $(1,621) | $(17,192) | | Adjusted EBITDA margin | (23)% | (24)% | (1)% | (11)% | | Non-GAAP net loss | $(29,678) | $(34,317) | | | | Adjusted EBITDA excluding net adjustment revenue | $(31,913) | $(27,039) | | | [Total Revenue Reconciliation](index=15&type=section&id=7.3%20Total%20Revenue%20Reconciliation) Non-GAAP total revenue excluding net adjustment revenue for Q2 2025 was $43.0 million, a 21% decrease from Q2 2024, calculated by subtracting net adjustment revenue from GAAP total revenue | Metric (in thousands) | Q2 2025 | Q2 2024 | $ Change | % Change | | :------------------------------------------ | :-------- | :-------- | :--------- | :--------- | | GAAP total revenue | $60,782 | $65,856 | $(5,074) | (8)% | | Net adjustment revenue | $(17,771) | $(11,499) | $6,272 | 55% | | Non-GAAP total revenue excluding net adjustment revenue | $43,011 | $54,357 | $(11,346) | (21)% | [Guidance Adjusted EBITDA Reconciliation](index=17&type=section&id=7.4%20Guidance%20Adjusted%20EBITDA%20Reconciliation) eHealth's full-year 2025 Adjusted EBITDA guidance ranges from $55.0 million to $75.0 million, reconciled from GAAP net income guidance by adding back preferred stock impact, stock-based compensation, depreciation, interest, and taxes | Metric (in millions) | Full Year 2025 Guidance (Low) | Full Year 2025 Guidance (High) | | :----------------------------------- | :---------------------------- | :----------------------------- | | GAAP net loss attributable to common stockholders | $(45.0) | $(24.0) | | GAAP net income | $5.0 | $26.0 | | Stock-based compensation expense | $15.0 | $12.0 | | Depreciation and amortization | $18.0 | $17.0 | | Interest expense | $11.0 | $10.0 | | Provision for income taxes | $9.0 | $13.0 | | Adjusted EBITDA | $55.0 | $75.0 | Company Information & Footnotes [About eHealth, Inc.](index=3&type=section&id=8.1%20About%20eHealth%2C%20Inc.) eHealth, Inc. is a leading private online health insurance marketplace with over 25 years of experience, connecting millions of Americans with suitable and affordable healthcare coverage - eHealth is a leading private online health insurance marketplace[9](index=9&type=chunk) - Helps Americans find healthcare coverage for **over 25 years**[9](index=9&type=chunk) - Operates as an independent licensed insurance agency and advisor[9](index=9&type=chunk) - Offers access to **over 180 health insurers**[9](index=9&type=chunk) [Forward-Looking Statements and Risk Factors](index=3&type=section&id=8.2%20Forward-Looking%20Statements%20and%20Risk%20Factors) The press release contains forward-looking statements subject to various risks and uncertainties, including regulatory changes, competition, seasonality, and the ability to estimate key metrics - Statements are forward-looking and subject to risks and uncertainties[10](index=10&type=chunk) - Key risks include ability to retain/enroll members, changes in laws/regulations, competition, seasonality, accuracy of membership/LTV estimates, carrier relationships, security risks, and macroeconomic conditions[10](index=10&type=chunk)[14](index=14&type=chunk) - Specifically mentions a complaint filed by the U.S. Attorney's Office alleging violation of the Federal False Claims Act[10](index=10&type=chunk)[14](index=14&type=chunk) [Webcast and Investor Relations Information](index=3&type=section&id=8.3%20Webcast%20and%20Investor%20Relations%20Information) eHealth held a webcast and conference call on August 6, 2025, to discuss its Q2 2025 results, with investor relations contact information and website links provided for further inquiries - Webcast and conference call held on **August 6, 2025, at 8:30 a.m. Eastern Time**[8](index=8&type=chunk) - Investor Relations contact: **Kate Sidorovich, CFA, Senior Vice President, Investor Relations & Strategy**[16](index=16&type=chunk) - Investor Relations website: **https://ir.ehealthinsurance.com**[16](index=16&type=chunk) [Non-GAAP Financial Information Definitions](index=18&type=section&id=8.4%20Non-GAAP%20Financial%20Information%20Definitions) This section defines non-GAAP financial measures such as non-GAAP total revenue, operating costs, net income (loss), and Adjusted EBITDA, explaining their use and limitations as supplements to GAAP statements - Non-GAAP measures supplement GAAP financial statements for management and investors[52](index=52&type=chunk) - Non-GAAP total revenue excludes net commission revenue from prior periods[52](index=52&type=chunk) - Non-GAAP operating costs exclude stock-based compensation and impairment/restructuring charges[54](index=54&type=chunk) - Adjusted EBITDA excludes preferred stock impact, taxes, depreciation, stock-based compensation, impairment, interest, and other non-recurring charges from GAAP net loss[56](index=56&type=chunk) - Acknowledges limitations of non-GAAP measures as they don't reflect all costs and should not be considered in isolation[56](index=56&type=chunk) [Metrics Definitions](index=20&type=section&id=8.5%20Metrics%20Definitions) This section provides detailed definitions for key operating metrics including Approved Members, Constrained Lifetime Value (LTV) of Commissions per Approved Member, Expense Metrics per Approved Member, and Estimated Membership - **Approved Members**: Number of individuals on applications approved by carriers during the period[58](index=58&type=chunk) - **Constrained LTV of Commissions per Approved Member**: Estimated commissions collected over a plan's life, applying constraints per revenue recognition policy, considering factors like commission rates, carrier mix, plan duration, regulatory environment, and cancellations[59](index=59&type=chunk)[60](index=60&type=chunk) - **Expense Metrics per Approved Member**: Calculates CC&E and variable marketing costs per MA-equivalent or IFP-equivalent approved member, based on relative LTVs[62](index=62&type=chunk) - **Estimated Membership**: Estimated active members based on commission payments received/applied and approved members, adjusted for historical cancellations, and not updated for prior periods[64](index=64&type=chunk)

Financial Results - eHealth, Inc. announced its financial results for the second quarter ended June 30, 2025 [1] - The earnings press release and presentation are available on the eHealth Investor Relations website [1] Webcast and Conference Call - A webcast and conference call was scheduled for August 6, 2025, at 8:30 a.m. Eastern Time [3] - Interested individuals can participate by dialing (800) 549-8228 with the passcode 61513 [3] - The live and archived webcast will be accessible on the Investor Relations page of the eHealth website [3] Company Overview - eHealth has been operating for over 25 years, assisting millions of Americans in finding suitable healthcare coverage [4] - The company is a leading independent licensed insurance agency, providing access to over 180 health insurers [4] - eHealth aims to match consumers with healthcare coverage that fits their needs at an affordable price [4]

Group 1 - Reem Capital Corp. and Kalron Holdings Ltd. are providing updates on their proposed transaction, which is part of Reem's Qualifying Transaction as defined by the TSX Venture Exchange [1][2] - The completion of the Proposed Transaction is contingent upon final acceptance from the Exchange, completion of financings, and satisfaction of customary closing conditions [3][20] - The parties aim to raise a minimum of $3.4 million and up to a maximum of $4 million through non-brokered private placements of subscription receipts at a price of $0.80 each [4][10] Group 2 - Each subscription receipt will convert into one common share and one warrant of the Resulting Issuer, with the warrant allowing the purchase of an additional share at $1.20 for 24 months post-transaction [5][12] - Proceeds from the financings will be held in escrow until all conditions are met, including regulatory approvals [6][10] - The Resulting Issuer plans to allocate funds for various purposes, including sales and marketing, research and development, and general administration, with total projected uses ranging from approximately $1.63 million to $2.03 million depending on financing completion [11][12] Group 3 - Kalron Holdings Ltd. is the parent company of Seegnal eHealth Ltd., which specializes in clinical decision support software aimed at improving patient care and reducing healthcare costs [13][14] - Seegnal's software platform is currently utilized by over 10,000 clinicians in Israel and is recognized as a standard of care system [15][16] - The technology developed by Seegnal includes over 1500 algorithms and has received patents in multiple countries, enhancing its market position [16]

Derrick Duke Appointed Chief Executive Officer After Transition Period Fran Soistman to Retire, Remain on eHealth Board of Directors AUSTIN, Texas, July 29, 2025 /PRNewswire/ -- eHealth, Inc. (Nasdaq: EHTH), a leading private online health insurance marketplace (the "Company"), today announced that the Company's Board of Directors has appointed Derrick Duke as its next Chief Executive Officer. Duke will join eHealth on August 4th 2025, to begin the transition process before officially stepping into the CEO ...

Core Viewpoint - eHealth, Inc. is set to release its second quarter 2025 financial results on August 6, 2025, and will host an earnings conference call to discuss these results [1] Financial Results Announcement - The financial results for the second quarter of 2025 will be announced on August 6, 2025 [1] - An earnings conference call will take place at 8:30 a.m. Eastern Time on the same day, hosted by CEO Fran Soistman and CFO John Dolan [1] Conference Call Details - Interested individuals can listen to the conference call by dialing (800) 549-8228 with the participant passcode 61513 [2] - A live webcast of the earnings call will be available on the Investor Relations page of the company's website, with a replay accessible two hours after the call and archived for one year [3] - Participants are advised to join the call or sign on at least 15 minutes in advance [3] Company Overview - eHealth, Inc. has been operating for over 25 years, assisting millions of Americans in finding suitable healthcare coverage at affordable prices [4] - The company is a leading independent licensed insurance agency, providing access to over 180 health insurers, including both national and regional companies [4]