~~We make available free of charge on the Investor Relations page of our web site (ir.ehealthinsurance.com~~)

our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. The SEC also maintains an Internet website (~~www.sec.gov~~) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The information that can be accessed on or through our websites is not part of this Annual Report on Form 10-K.

Our Business Model

Our management evaluates our business performance and manages our operations in the following two segments:

Medicare Segment

Through a combination of demand generation strategies, we actively market a large selection of Medicare-related health insurance plans and, to a lesser extent, ancillary products such as dental and vision insurance and indemnity plans, to our Medicare-eligible consumers. Our Medicare ecommerce platform, which can be accessed through our websites (www.eHealthMedicare.com, ~~www.Medicare.com,~~www.PlanPrescriber.com and www.GoMedigap.com), and telephonic enrollment capabilities enable consumers to research, compare and purchase Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement, and Medicare Part D prescription drug plans. To the extent that we assist in the sale of Medicare-related insurance plans as a health insurance agent, either online, telephonically, or ~~telephonically,~~through a hybrid online assisted enrollment, we generate revenue as a result of commissions we receive from health insurance carriers. Our commissions include regular payments with respect to administrative services we perform. Our Medicare Supplement plan commissions include certain bonus payments, which are generally based on our attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers.

In the first effective plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member because the beneficiary just became eligible for these products or has previously been covered through the traditional Medicare program, we may receive a higher commission amount that covers a full ~~twelve-month~~12-month period, regardless of the month the plan was effective. Beginning with ~~and subsequent to~~ the second plan year and for as long as the member remains on that plan, we typically receive fixed, monthly commissions for Medicare Advantage plans and fixed, annual commissions for Medicare Part D prescription drug plans. We are paid commissions for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the plan is cancelled or we otherwise do not remain the agent on the plan. Commission payments we receive for Medicare Supplement plans sold by us typically are a percentage of the premium on the plan and are paid to us monthly until

either the plan is cancelled or we otherwise do not remain the agent on the plan.

Medicare Advantage and Medicare Part D prescription drug plan pricing is approved by the Centers for Medicare and Medicaid Services ~~or CMS,~~("CMS"), an agency of the United States Department of Health and Human Services, and is not subject to negotiation or discounting by health insurance carriers or our competitors. Similarly, Medicare Supplement plan pricing is set by the health insurance carrier and approved by state regulators and is not subject to negotiation or discounting by health insurance carriers or our competitors.

Individual, Family and Small Business Segment

We actively market individual and family health insurance plans ("IFP") and small business health insurance plans through our ecommerce platform, which can be accessed through our websites (www.eHealth.com and www.eHealthInsurance.com), and generate revenue as a result of commissions we receive from health insurance carriers whose health insurance plans are purchased through us, as well as commission override payments we receive for achieving sales volume thresholds or other objectives. In addition, we market a variety of ancillary products, including but not limited to, short-term, ~~limited duration,~~ dental and vision plans. These ancillary products are offered to individual and family and small business consumers and are also sold on a standalone basis. The commission payments we receive for individual and family, small business, and ancillary health insurance plans are either a percentage of the premium consumers pay for those plans or a flat amount per member per month, and vary depending on the carrier that is offering the plan, the state where the plan was sold and the size of the small business. Commission payments are typically made to us on a monthly basis until either the plan is cancelled or we otherwise do not remain the agent on the plan. Health insurance pricing, which is set by the health insurance carrier and approved by state regulators, is not subject to negotiation or discounting by health insurance carriers or our competitors.

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Non-Commission Revenue Sources

Within our two operating segments, we earn commission revenue, as well as non-commission revenue, or other revenue, which includes online sponsorship and advertising, lead referral, ~~and~~ technology licensing ~~revenue.~~revenue, and performance of other services, such as conducting health risk assessments.

Online Sponsorship and Advertising. We generate revenue from our sponsorship and advertising program that allows carriers to purchase advertising space for non-Medicare products on our website and potentially Medicare plan related advertising on separate websites that we develop, host and maintain. In addition, in connection with our Medicare plan advertising program, we may engage in other ~~marketing activities.~~activities, including marketing. In return for our services, we typically are paid either a flat amount, a monthly amount, or, in our individual and family health insurance sponsorship advertising program, a performance-based fee based on metrics such as submitted health insurance applications.

Lead Referrals. We generate revenue from the sale of Medicare-related and individual and family health insurance leads generated by our ecommerce platforms and our marketing activities.

Technology Licensing. We generate revenue from licensing the use of our health insurance ecommerce technology. Our technology platform enables health insurance carriers to market and distribute health insurance plans online. Health insurance carriers that license our technology typically pay us implementation fees and performance-based fees that are based on metrics such as submitted health insurance applications.

Additional financial information about our company is included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Industry Background

The purchase ~~and sale~~ of health insurance ~~have historically~~is a high-stakes decision for a consumer. Historically it has been a complex, time-consuming and paper-intensive ~~processes.~~process. The complexity and large number of plan options with a variety of coverage, provider networks, and out-of-pocket cost combinations can make it difficult to make informed health insurance decisions. In addition, the human errors that arise from traditional paper-intensive distribution have historically resulted in a high number of incomplete and inaccurate applications being submitted to health insurance carriers. These incomplete and inaccurate paper applications often result in back-and-forth communications, delay and additional costs. The Internet’s convenient, information-rich and interactive nature offers the opportunity to provide consumers with more organized ~~up-to-date~~and transparent information, a broader choice of plans and a more efficient and accurate process than have typically been available from traditional health insurance distribution channels. We believe that ~~over time~~ the Internet ~~will become~~is becoming an increasingly important channel for researching and enrolling into health insurance plans, similar to other consumer-focused industries such as travel, financial services and shopping.

Medicare is a federal program that provides persons sixty-five years of age and ~~over,~~older, and some persons under the age of sixty-five who meet certain conditions, with hospital and medical insurance benefits. Medicare beneficiaries choose between Medicare Fee-For-Service and Medicare Advantage plans. Medicare Fee-For-Service is a government plan where the consumer is responsible for select health care related payments with no limit on out-of-pocket expenses. To increase coverage, Medicare Fee-For-Service beneficiaries can purchase commercially offered Medicare Supplement plans. Medicare Advantage is an alternative to Medicare Fee-For-Service. CMS contracts with private health insurance carriers under the Medicare Advantage and Medicare Part D prescription drug programs. Under these programs, the government pays health insurance carriers per enrollee to cover health care expenses rather than the government making payments directly to providers under Medicare Fee-For-Service. Medicare Advantage plans are required to cover the same services as Medicare Fee-For-Service and usually cover a variety of other health care services and include a cap on out-of-pocket spending for the consumer.

Individual and family products are typically purchased by consumers under 65 years of age that do not have coverage through their employer. Small business group health insurance addresses the health insurance needs of businesses with 100 or fewer employees, although we have chosen to focus on employer groups of 20 or fewer employees. Individual, family and small business health insurance has historically been sold by independent insurance agents and, to a lesser degree, directly by insurance companies. Many of these agents are self-employed

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or part of small agencies, and they typically service only their local communities. In addition, many of these agents sell health insurance from a limited number of insurance carriers (in some cases only one), resulting in a reduced selection of plans for the consumer.

Our Growth ~~Strategy~~Strategies

We believe that our ~~consumer~~consumer-centric omnichannel distribution model provides us competitive strengths in customer engagement ~~platform~~ and ~~approach to bringing value to consumers is unique in the~~ health insurance ~~market~~distribution and creates ~~significant~~ opportunities for growth in our core Medicare business and in other areas of the health insurance market. We intend to pursue the following strategies to further advance our business.

~~Increase Medicare Membership~~Pursue Deliberate Enrollment and ~~Commission~~ Revenue Growth

In 2022, we purposefully slowed down our enrollment volume and revenue growth as we worked to implement a number of transformation initiatives aimed at increasing the effectiveness of our sales and marketing organizations and rationalizing our cost structure. In 2023, we expect to return to growth on an enhanced foundation with an emphasis on enrollment quality, member experience, and engagement.

We intend to ~~enroll additional Medicare Advantage, Medicare Supplement,~~pursue deliberate, targeted growth focusing on products, demand generation channels, fulfillment processes, and ~~Medicare Part D prescription drug plan members for~~market segments that best leverage our commercial carrier partners. In addition to the expansion of the Medicare-eligible population, a significantly large number of Medicare-eligible individuals have insufficient coverage or a suboptimal plan for their circumstances.competitive differentiation. We believe that consumers are increasingly favoring choice and the ability to comparison shop to achieve optimal health insurance coverage. Our omnichannel choice model that supports telephonic, online-unassisted and online-assisted interactions with eHealth is well aligned with the evolving needs and preferences of our ~~platform of proprietary content, decision support tools~~customers and ~~enrollment solutions and go-to-market strategies in direct-to-consumer and partner channels, can allow~~allows us to reach a large portion of ~~this underserved market~~the Medicare and ~~grow our membership and revenue more rapidly than the overall Medicare market.~~broader health insurance markets.

7Continue To Build Out Our Unified Omnichannel Marketing Engine

In 2022, we improved our lead quality and lowered our acquisition costs by narrowing down our marketing channels and campaigns to eliminate those initiatives that did not satisfy our criteria for return on investment. As we return to enrollment growth, we expect to start expanding and diversifying our channel mix though a disciplined, test-based approach to lead generation.

~~Enhance Post-Enrollment Consumer Engagement~~

We plan to increase audience segmentation and ~~Increase Customer~~targeting in our marketing activities, in recognition of the diverse nature of our end markets. For example, customers who are just aging into Medicare and looking for their first plan will respond to marketing materials and interact with our platform differently from those who are familiar with the program and are looking to switch from an existing plan to a new one. We believe a more tailored approach geared to specific needs of an audience will lead to further improvement in lead quality and enhance customer engagement. We also plan to align our marketing engine more closely with the new structure of our telesales organization by emphasizing local-market and product-specific campaigns.

We also plan to place a greater emphasis on building a distinct eHealth brand and achieving lasting awareness among our current and potential customers of our differentiated value proposition as a trusted, transparent advisor in a complex health insurance industry. We plan to communicate this value proposition throughout the customer journey, starting with a consistent message across all of our marketing channels, during customer interaction with our omnichannel platform as they research and shop for plans, and extending to post-enrollment member engagement activities.

Focus on Enrollment Quality and Member Retention

In 2020, we implemented a comprehensive customer retention program in our Medicare business. At the core of the program is a proactive post-enrollment engagement as customers start utilizing their Medicare policies. This engagement is achieved through a combination of agent and technology-driven initiatives. We are also enhancing our consumer experience, both online and telephonically, to simplify and encourage the use of our platform for future enrollments and further increase the accuracy of plan recommendations. Our goal is to ~~not only drive higher retention rates~~build a leadership position in our industry by establishing our omnichannel distribution platform as the gold standard for ~~our existing Medicare customers but also increase the contribution from repeat customers to our new enrollments.~~customer experience. We believe that ~~increased consumer engagement~~success and sustainability of Medicare brokers is increasingly determined by customer satisfaction, retention, ~~will have a positive impact~~and other quality tracking metrics. This trend is redefining the competitive landscape in our business and has created significant competitive advantages for agents and brokers that emphasize member experience and collaborate with carriers on ~~our revenue as well as lower our marketing, customer care and enrollment costs.~~attaining quality goals.

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~~Increase Online Enrollment~~Through continued improvements to ~~Improve Margins~~our online experience and ~~Enhance Operating Leverage~~plan recommendation engine, enhancement to agent training, and comprehensive post-enrollment retention strategy, we strive to present Medicare beneficiaries with choices that best align with their unique circumstances and assist them in making future decisions should their insurance plan needs or personal circumstances change.

As a next phase of our retention strategy, we have introduced additional initiatives including targeted and personalized communications over a variety of channels meant to foster year-round awareness of eHealth and the services we provide. We also plan to introduce a more personalized customer support strategy for our new customers, providing them with increasingly seamless methods to reach dedicated support agents with any questions or concerns.

Drive Higher Conversions on our Platform

We ~~view~~plan to continue improving consumer experience and conversion rates across our ~~consumer engagement~~entire omnichannel platform, ~~as unique in~~regardless of how a customer first interacts with eHealth or how the ~~Medicare market and attractive to~~final enrollment is made. This includes increasing the ~~growing number~~effectiveness of ~~Medicare beneficiaries who prefer to research, compare and purchase health insurance online~~our telesales organization through a ~~hybrid process with partial agent assistance.~~redesigned hiring, training, and career pathing program. We ~~believe that over time~~are also expanding the ~~Internet will become an increasingly important channel for researching and enrolling into health insurance plans allowing us to capture a growing share of the Medicare distribution market. The~~ percentage of ~~members~~our agents who ~~submit applications for Medicare Advantage and Medicare Supplement~~specialize in specific geographies and/or products, online, including fully unassisted and partially agent assisted online enrollments, has substantially increased from 16% in 2018 to 27% in 2019 to 37% in 2020. We are able to scale growth more rapidly and at an incrementally lower cost basis though our online platform, which we expect will significantly reduce our investments in call center operations over time.

~~Expand Our Strategic Relationships~~

The value of our consumer engagement and enrollment solution platform allows us to work closely with strategic partners in the health care market to leverage their relationships with consumers. We expect to increase the contribution to total Medicare enrollments from this effective demand generation channel which has ~~shown~~demonstrated a positive impact on ~~consumer engagement~~the depth of their expertise and ~~increased member retention. In 2020, we had strategic relationships with each of the top four retail pharmacies~~effectiveness in ~~the United States, a growing network of leading hospital systems in the United States and with select financial and affinity marketing organizations~~serving our customers. The changes to ~~expand the availability of~~ our ~~platform~~demand generation strategy are also expected to ~~more consumers. Through greater data integration, co-branding and further investments~~contribute to ~~improve the consumer experience with our platform, we believe that we can create significant value for each of our partners and further expand our partner relationships.~~higher conversion rates through better lead quality.

~~Acquire Capabilities that Leverage~~On the technology side, we plan to further enhance customers’ shopping and enrollment experience on our ~~Consumer Engagement Platform~~platform through multiple touchpoints. This includes advanced plan recommendation tools, online educational content, real-time customer data verification, and new platform features aimed at bridging online and offline experience, such as online chat and agent co-browsing. Our goal is to allow customers to interact with us on their terms, moving seamlessly between our website, call center, and electronic communications with licensed agents, and to provide them with personalized and consistent end-to-end experiences across mobile and website throughout critical customer journeys.

Diversify Our Revenue Streams

We intend to leverage our technology leadership, carrier relationships and distribution capabilities to pursue ~~strategic relationships or acquisitions that expand~~the diversification of our ~~platform, provide additional capabilities or enable us to access~~core business and revenue base. This will include investing for growth in existing product lines outside of the core Medicare Advantage business, as well as adding new products and services and accessing adjacent markets within the broader health insurance ~~and related consumer facing segments of the healthcare~~ industry. ~~We acquired GoMedigap in January 2018 to help us expand our presence and engagement capabilities in the Medicare Supplement market.~~

~~Our Platforms~~Within our existing product lines, we expect to generate enrollment growth and ~~Technology~~scale through targeted investments in our individual & family plans business, Medicare Supplement, dental, vision, and hearing plans, hospital indemnity plans, and related ancillary products that can be offered to our current customer demographics.

~~Our ecommerce platforms and consumer~~Further, we see opportunities to diversify our revenue streams by offering member engagement ~~solutions are built to provide market leading information, decision support and transactional~~ services, to a broad group of health insurance consumers across the country while prioritizing accessibility to health insurance. Our ecommerce platforms organize and present voluminous and complex health insurance information in an objective format that empowers individuals, families and small businesses to research, analyze, compare and purchase a wide variety of health insurance plans.

~~Elements of our platforms include:~~

~~New Customer Center.~~We launched our Customer Center in September 2020. The Customer Center enables members to create a secure personal profile that stores their prescription drug regimen, preferred doctors and pharmacies, current coverage, and other relevant data and make this data available to the member and our licensed agents that they contact. Our members who enroll by phone can also access this new online experience. After members create a Customer Center account, our technology will import details provided to an agent over telephone to the account. The following are important benefits of our Customer Center:

•~~Empowers Medicare beneficiaries to take control of their personal information~~ ~~– Our Customer Center will put our members in the driver’s seat by helping them track and update the information they will need when it is time to reconsider their coverage options.~~

•~~Identification of Medicare plan options~~ – With their personal information easily accessible online and to our agents, it is easier for shoppers to find the best plan options for their personal needs and budget and also incentivizes them to return to us when their needs change.

•~~Drives retention through communication– Our Customer Center allows beneficiaries to track the status of their applications over time and connects them with us if they have questions.~~

~~Plan Comparisons and Recommendations~~. We offer online comparison and recommendation tools that process and simplify voluminous health insurance information according to each consumer's specific insurance need. Our ecommerce platform enables consumers to compare and personalize health insurance options based on plan characteristics such as ~~price, plan type, coverage limits, deductible amount, co-payment amount,~~health risk assessments and ~~in-network~~supplementing our core broker-of-record business with dedicated carrier arrangements and ~~out-of-network benefits. After entering relevant information on~~business process outsourcing deals that leverage our ~~website, our platforms allow consumers to instantly receive a list of applicable health insurance plans and rate and benefit information in an easy-to-understand format.~~

~~Online Application and Enrollment Forms~~. Health insurance applications vary widely by carrier and state. Our proprietary application tool allows us to capture each insurance application’s unique business rules and build a corresponding online application. Our online application process offers our consumers significant improvements over the traditional, paper-intensive application process. It employs dynamic business logiccall center capabilities to help individuals and families complete the application and enrollment forms correctly in real-time. This reduces delay resulting from application rework, a significant problem with traditional health insurance distribution, where incomplete applications are mailed back and forth between the consumer, the traditional agent and the carrier. We further simplify the enrollment process by accepting electronic signature.

~~Customer and Carrier Data Interchange.~~Our digital data interface technology integrates our online application process with health insurance carriers’ technology systems, enabling us to electronically deliver our consumers’ applications to health insurancefield inbound call volumes for specific carriers. Our digital interface technology also expedites the loading of insurance product inventory in to our various shopping experiences and accelerates the application process by eliminating manual delivery. We also receive alerts and data from carriers, such as notification of approval or a request from a carrier for a consumer’s medical records for underwriting purposes, which we then relay electronically to the consumer. These features of our service help prevent applications from becoming delayed or rejected through inactivity of the consumer or the carrier.

~~Call Center Technology Systems.~~Our proprietary agent-assist management systems enable us to provide a full range of customer service tasks in an efficient and personalized manner while complying with Medicare and health insurance regulatory requirements. Call center agents have script-on-screen tools that align to health insurance needs and leverage a common back office platform that powers our direct-to-consumer shopping experience. Data science driven algorithms are used to route and match call center agents with the right training and experience to certain consumers. These systems also have customer relationship management tools that can track each consumer throughout the application process, obtain real-time updates from the carrier, generate automated emails specific to each consumer and access a cross-sell engine and dashboard to identify and track cross-sell opportunities. Our auto-

~~email system is feature-rich with HTML capability, customizable merge tags, granular segmentation and tracking capability.~~

~~CustomerData Platform.We have developed proprietary recommendation algorithms that are carrier agnostic and are designed based on the several million customer assistance encounters we have facilitated.~~

Carrier Relationships

We have developed strategic relationships with leading health insurance carriers in the United States, enabling us to offer thousands of health insurance plans online. We have relationships with a large number of Medicare-related, individual and family, small business and ancillary health insurance plan carriers, including large national carriers and well-established regional carriers. Many of these major carriers have been selling their products through us for over ten years. In many cases, we have back-office integration with major carriers allowing us to submit applications efficiently and cost-effectively, which is an area of competitive differentiation for our business. We typically enter into contractual agency relationships with health insurance carriers that are non-exclusive and terminable on short notice by either party for any reason.

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Our Platforms and Technology

Our ecommerce platforms and consumer engagement solutions are built to provide market leading information, decision support, customer engagement, and transactional services to a broad group of health insurance consumers across the country while prioritizing accessibility to health insurance. Our ecommerce platforms organize and present voluminous and complex health insurance information in an objective format that empowers individuals, families and small businesses to research, analyze, compare and purchase a wide variety of health insurance plans. We have a technology and content team that is responsible for ongoing enhancements to the features and functionality of our ecommerce platforms, which we believe are critical to maintaining our technology leadership position in the industry. A large number of our technology and content employees are located in our subsidiary in Xiamen, China. There are many risks associated with having an operation and doing business in China. Information regarding risks involving our operations in China is included in Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K.

Elements of our platforms include:

Plan Comparisons and Recommendations. We offer online comparison and recommendation tools that process and simplify voluminous information across thousands of health insurance plans that are available through our platform. Our technology enables consumers to compare and evaluate health insurance options based on each consumer's specific needs and plan characteristics such as price, plan type, coverage limits, deductible amount, co-payment amount, and in-network and out-of-network benefits. After entering relevant information on our website or giving such information to one of our licensed agents, our platforms allow consumers to instantly receive a list of applicable health insurance plans and rate and benefit information in an easy-to-understand format. Our proprietary recommendation algorithms are carrier-agnostic and were designed based on the several million customer assistance encounters we have facilitated.

Online Application and Enrollment Forms. Health insurance applications vary widely by carrier and state. Our proprietary application tool allows us to capture each insurance application’s unique business rules and build a corresponding online application. Our online application process offers our consumers significant improvements over the traditional, paper-intensive application process. It employs dynamic business logic to help individuals and families complete the application and enrollment forms correctly in real-time. This reduces delay resulting from application rework, a significant problem with traditional health insurance distribution, where incomplete applications are mailed back and forth between the consumer, the traditional agent, and the carrier. We further simplify the enrollment process by accepting electronic signatures.

Customer and Carrier Data Interchange.Our digital data interface technology integrates our online application process with health insurance carriers’ technology systems, enabling us to deliver our consumers’ applications to health insurance carriers ~~often~~electronically. Our digital interface technology also expedites the loading of insurance product inventory into our various shopping experiences and accelerates the application process by eliminating manual delivery. We also receive alerts and data from carriers, such as notification of approval or a request from a carrier for a consumer’s medical records for underwriting purposes, which we then relay electronically to the consumer. These features of our service help prevent applications from becoming delayed or rejected through inactivity of the consumer or the carrier.

Call Center Technology Systems.Our proprietary agent-assist management systems enable us to provide a full range of personalized customer service tasks efficiently while complying with Medicare and health insurance regulatory requirements. Call center agents have script-on-screen tools that align to health insurance needs and leverage a common back-office platform that powers our direct-to-consumer shopping experience. Our systems also have customer relationship management tools that can track each consumer throughout the ~~ability~~application process, obtain real-time updates from the carrier, generate automated emails specific to ~~terminate or amend~~each consumer and access a cross-sell engine and dashboard to identify and track cross-sell opportunities. Our auto-email system is feature-rich with HTML capability, customizable merge tags, granular segmentation and tracking capability.

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Customer Center. Our Customer Center enables members to create a secure personal profile that stores their prescription drug regimen, preferred doctors and pharmacies, current coverage, and other relevant data. This data is available to the member and our ~~agreements unilaterally on short notice, including provisions~~licensed agents that they contact. After members create a Customer Center account, our technology will import details provided to an agent over telephone to the account. The following are important benefits of our Customer Center:

•Empowers Medicare beneficiaries to take control of their personal information -Our Customer Center puts our members in ~~our agreements relating~~the driver's seat by helping them track and update the information they need when it is time to reconsider their coverage options.

•Identification of Medicare plan options - With their personal information easily accessible online and to our ~~commission rates.~~ agents, it is easier for shoppers to find the best plan options for their personal needs and budget and also incentivizes them to return to us when their needs change.

•Drives retention through communication - Our Customer Center allows beneficiaries to track the status of their applications over time and connects them with us if they have questions.

Information Security

Information security is an integral part of our business. We emphasize that information security is “everyone’s responsibility.” We are committed to maintaining information security through responsible management, appropriate use, and protection according to relevant legal and regulatory requirements and our contractual relationships. We maintain an office of the chief information security officer ("CISO") focused on information and systems technology and corporate governance to drive a common security framework practice. The office of the CISO concentrates on technology, behaviors, and safeguarding information from unauthorized or inappropriate access, use, or disclosure. The audit committee of our board of directors oversees information and cybersecurity risks and reviews status with our CISO periodically. We utilize various industry-recognized information security frameworks, including SOC-2, National Institute of Standards and Technology, Payment Card Industry Data Security Standard, Center for Internet Security ("CIS") Controls, and CIS Benchmarks.

Intellectual Property

We rely on a combination of patent, trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology and our brand. We also have filed patent applications that relate to certain of our technology and business processes.

Marketing

We focus on building brand awareness, increasing Medicare, individual, family and small business customer visits to our websites and telephonic sales centers, and converting these visitors into members. Our marketing initiatives are varied and ~~numerous.~~numerous, spanning both acquisition and retention marketing. They include:

Direct Marketing. Our direct ~~member acquisition~~marketing channel consists of consumers who call our call centers directly or access our ~~website addresses (~~websites (e.g., e~~www.eHealth.com, www.eHealthInsurance.com, www.Medicare.com,~~Health.com, eHealthInsurance.com, eHealthMedicare.com, ~~www.eHealthMedicare.com,www.PlanPrescriber.com~~ and ~~www.GoMedigap.com~~GoMedigap.com) either directly or through algorithmic search listings on Internet search engines and directories. Our direct marketing programs include direct mail, email marketing, search engine optimization, and television/video (including linear, connect television ~~radio~~devices, and ~~print advertising.~~over the top media).

Online Advertising. Our online advertising ~~member acquisition~~ channel consists of consumers who access our website or call centers through paid keyword search advertising from search engines such as Google ~~Bing~~ and ~~Yahoo!,~~Bing, paid social platforms like Facebook, as well as various Internet marketing programs such as display advertising and retargeting campaigns. Our online advertising programs are delivered across all Internet-enabled devices, including desktop computers, tablet computers and smart phones.

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Marketing Partners. Our marketing partner ~~member acquisition~~ channel consists of consumers who access our website and call centers through a network comprised ~~of hundreds~~ of partners that drive consumers to our ecommerce platform and call centers. These partners include health care industry participants, such as insurance carriers; affiliate organizations; online advertisers and content providers that are specialists in paid and unpaid (algorithmic) search, as well as specialists in other types of Internet marketing; pharmacies and hospital networks; financial and online services partners in industries such as banking, insurance and mortgage; and off-line lead generators who specialize in traditional direct marketing channels, such as direct ~~mail~~mail.

Strategic Partner Marketing. Our strategic partner marketing channel consists of co-branded direct marketing with brands to serve their constituencies across key industry vertical categories. We also offer a suite of product integrations to assist in optimizing partner traffic through our online and ~~television advertising.~~telephonic flows and provide business process outsourcing that leverages our call center capabilities to help field inbound call volumes for specific carriers. This in turn drives value for our strategic partner by helping fill a need of their clients.

~~Technology and Content~~Competition

The market for selling health insurance plans is highly competitive. Our competitors include government entities, including government-run health insurance exchanges; health insurance carriers; other health insurance agents and brokers; and companies that use the Internet and other means to attract individuals interested in purchasing health insurance and generate revenue by referring these individuals to us or one of our competitors.

Other agents and brokers. We ~~have~~compete with agents and brokers who offer and sell health insurance plans utilizing traditional offline distribution channels as well as the Internet. Our current competitors include the tens of thousands of local insurance agents across the United States who sell health insurance plans in their communities. A number of these agents operate websites and provide a ~~technology~~limited online shopping experience for consumers interested in purchasing health insurance. In addition, there are a number of direct-to-consumer Medicare platforms that generate demand through a combination of online and ~~content team that is responsible~~traditional marketing channels and fulfill it through their call center operations.

Government.In connection with our marketing of Medicare related health insurance plans, we compete with the federal government’s original Medicare program. CMS also offers Medicare plan online enrollment, information and comparison tools and has established call centers for ~~ongoing enhancements~~the sale of Medicare Advantage and Medicare Part D prescription drug plans. CMS has regulatory authority over the Medicare Advantage and Medicare Part D prescription drug program and can influence the competitiveness of Medicare Advantage and Medicare Part D prescription drug plans compared to the ~~features~~original Medicare program, as well as the compensation that health insurance carriers are allowed to pay us.

Insurance carriers. Many health insurance carriers directly market and ~~functionality~~sell their plans to consumers through call centers and their own websites. Although we offer health insurance plans for many of ~~our ecommerce platform,~~these carriers, they also compete with us by offering their plans directly to consumers and, to a much lesser extent, to small businesses. Health insurance carriers have become more experienced in marketing their products directly to consumers, both over the Internet and through more traditional channels, which ~~we believe are critical to maintaining our technology leadership position~~has resulted in ~~the industry. A large number of our technology~~increased competition.

Internet marketers and ~~content employees are located in our subsidiary in Xiamen, China.~~ other advertisers.There are many ~~risks associated~~Internet marketing companies and other advertisers that use the Internet and other means to find consumers interested in purchasing health insurance and are compensated for referring those consumers to agents and health insurance carriers. We compete with ~~having an operation and doing business~~these companies for individuals who are looking to purchase health insurance.

Seasonality

The majority of our commission revenue is recognized in ~~China. Information~~the fourth quarter of each calendar year under Accounting Standards Codification, Revenue from Contracts with Customers ("ASC 606"), which we adopted using the full retrospective transition method on January 1, 2018. We have historically sold a significant portion of

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~~regarding risks involving~~Medicare plans for the year in the fourth quarter during the Medicare annual enrollment period, when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. During 2022, 2021, and 2020, 45%, 49%, and 57%, respectively, of our Medicare plan-related applications were submitted during the fourth quarter.As a result, we generate a significant portion of our commission revenues related to new Medicare plan-related enrollments in the fourth quarter.

Beginning January 1, 2019, CMS revived the Medicare Advantage open enrollment period during which Medicare Advantage plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare Advantage plan and return to original Medicare. The Medicare Advantage open enrollment period is scheduled to occur between January 1 and March 31of each year. As a result, we expect to generate higher commission revenue in the first quarter compared to the second and third quarters.

The annual open enrollment period for individual and family health insurance also takes place in the fourth quarter of the calendar year, resulting in seasonality of individual and family plan submitted applications volume. During 2022, 2021, and 2020, 55%, 38%, 56%, respectively, of our individual and family plan-related applications were submitted during the fourth quarter. As a result, we generate a significant portion of our commission revenues related to individual and family plan-related enrollments in the fourth quarter. Individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment period, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Extended open enrollment or special enrollment periods may change the seasonality of our individual and family health insurance business. For example, the COVID-related special enrollment period for individual and family health insurance that ended on August 15, 2021 caused increased sales of individual and family health insurance plans outside of the open enrollment period.

Our marketing and advertising expenses are typically lower in each of our first through third quarters compared to the fourth quarter. We incur a significant portion of our marketing and advertising expenses in the fourth quarter as a result of the Medicare annual enrollment period and the open enrollment period under the Affordable Care Act. We expect this seasonal trend in marketing and advertising expenses to continue in 2023.

Prior to 2021, in preparation for the Medicare annual enrollment period, and to a lesser extent for the open enrollment period for individual and family health insurance plans, we typically began increasing our customer care center staff during the third and fourth quarters to handle the anticipated increased volume of health insurance transactions, which resulted in higher customer care and enrollment expenses in the third and fourth quarters. Historically, a significant portion of the seasonal increase in customer care center staffing was through the utilization of vendors that employ their own health insurance agents. During 2021, we shifted the mix of our telesales capacity towards full-time internal agents and away from third party vendor agents and began increasing our telesales capacity earlier in the year, during the second quarter. In 2022, we maintained our strategy of keeping the majority of our agent force internal. We plan to maintain our in-house telesales agent force year-round, net of natural attrition, and expect to increase our internal agents' utilization outside of the enrollment periods by expanding our offerings of ancillary products and carrier call center outsourcing programs and increasing our outbound calling efforts. Our customer care and enrollment expenses will still be highest in the fourth quarter and lowest in second quarter but the seasonal fluctuation is expected to be of a lower magnitude.

Current Economic Conditions

Recent macroeconomic events including rising inflation, the U.S. Federal Reserve raising interest rates, and supply chain disruptions have led to further economic uncertainty. Volatile market conditions related to the COVID-19 pandemic and other macroeconomic events have, at times, and may in the future negatively impact our results of operations and cash flows. Conversely, we believe the COVID-19 pandemic had an impact on consumer behavior when it comes to selecting and utilizing health insurance. We believe that more seniors have become more likely to shop for Medicare products online or over the phone versus a face-to-face meeting with a traditional broker, which could have a positive impact on comparison Medicare platforms such as ours.

Additionally, we have seen and may continue to see cost savings from the shift to remote and distributed work for all of our employees in ~~China is included~~areas including events, travel, utilities, and other benefits. Certain of these cost

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savings may continue beyond the resolution of the COVID-19 pandemic in ~~Part I, Item 1A,~~ ~~Risk Factors, of this Annual Report on Form 10-K.~~connection with our remote first workplace model, as described below.

Government Regulation and Compliance

Insurance and Healthcare Regulations. The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act which became law in March 2010 (collectively, the "Affordable Care Act"), have primarily impacted our business of selling individual, family and small business insurance plans. The Affordable Care Act, among other things, established annual open enrollment periods for the purchase of individual and family health insurance. Individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Moreover, in order to be eligible for a subsidy, qualified individuals must purchase subsidy-qualifying health plans, known as qualified health plans, through a government-run health insurance exchange during the open enrollment period or a special enrollment period. While they are not required to do so, government-run exchanges are permitted to allow agents and brokers to enroll individuals and families into qualified health plans through them. The Federally Facilitated Marketplace ("FFM") run by CMS operated some part of the health insurance exchange in 33 states during the last health care open enrollment period. Our enrollment of individuals and families into qualified health plans to date has generally occurred through the FFM.

We currently distribute health insurance plans in all 50 states and in the District of Columbia. The health insurance industry is heavily regulated. Each of these jurisdictions has its own rules and regulations relating to the offer and sale of health insurance plans, typically administered by a department of insurance. State insurance departments have administrative powers relating to, among other things: regulating premium prices; granting and revoking licenses to transact insurance business; approving individuals and entities to which, and circumstances under which, commissions can be paid; regulating advertising, marketing and trade practices; monitoring broker and agent conduct; and imposing continuing education requirements. We are required to maintain valid life and/or health agency and/or agent licenses in each jurisdiction in which we transact health insurance business.

In addition to state regulations, we also are subject to federal laws, regulations and guidelines issued by CMS that place a number of requirements on health insurance carriers and agents and brokers in connection with the marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans. We are subject to similar requirements of state insurance departments with respect to our marketing and sale of Medicare Supplement plans. Medicare plans are not generally able to be purchased outside of an annual enrollment period that occurs in the fourth quarter of the year, subject to exception for individuals aging into Medicare eligibility and for individuals who qualify for a special enrollment period as a result of certain qualifying events. In addition, Medicare Advantage plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare Advantage plan and return to original Medicare during the Medicare Advantage open enrollment period that generally occurs in the first quarter of the year. CMS and state insurance department regulations and guidelines include a number of prohibitions regarding the ability to contact Medicare-eligible individuals and place many restrictions on the marketing of Medicare-related plans. For example, we or our health insurance carrier partners are required to file with CMS and state departments of insurance certain of our websites, our call center scripts and other marketing materials we, or in some cases our partners, use to market Medicare-related ~~plans.~~plans and require publication or additional notice and disclaimers. In some instances, CMS or state departments of insurance must approve the material before we use it. In addition, the laws and regulations applicable to the marketing and sale of Medicare-related plans are ambiguous, complex and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D prescription drug plans, change frequently.

~~In March 2010, the Affordable Care Act~~Data Privacy and related amendments in the Health Care and Education Reconciliation Act were signed into law. The Affordable Care Act has primarily impacted our business of selling individual, family, and small business insurance plans. Among several other provisions, these laws and the regulations implementing them included a mandate requiring individuals to maintain health insurance or face tax penalties, which was repealed effective in 2019; a mandate that certain employers offer and contribute to their employees’ group health insurance coverage or face tax penalties if they do not do so; prohibitions against insurance companies using pre-existing health conditions as a reason to deny an application for health insurance; requirements for minimum individual and small business health insurance benefit levels, including prohibitions on lifetime coverage limits and limitations on annual coverage limits; medical loss ratio requirements that require each health insurance carrier to spend a certain percentage of their premium revenue on reimbursement for clinical services and activities that improve health care quality; establishment of state and/or federal health insurance exchanges to facilitate access to, and the purchase of, health insurance; Medicaid expansion so that a greater number of individuals will be insured under Medicaid programs; and subsidies and cost-sharing credits to make health insurance more affordable for those below certain income levels.

Security Regulations.

The Affordable Care Act also established annual open enrollment periods for the purchase of individual and family health insurance. Individuals and families generally are not able to purchase individual and family health insurance outside of the annual enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state. Moreover, in order to be eligible for a subsidy, qualified individuals must purchase subsidy-qualifying health plans, known as qualified health plans, through a government-run health insurance exchange during the open enrollment period or a

special enrollment period. While they are not required to do so, government-run exchanges are permitted to allow agents and brokers to enroll individuals and families into qualified health plans through them. The Federally Facilitated Marketplace, or FFM, run by CMS operated some part of the health insurance exchange in 38 states during the last health care open enrollment period. Our enrollment of individuals and families into qualified health plans to date has generally occurred through the FFM.

We are subject to various federal and state privacy and security laws, regulations and requirements. These laws govern our collection, use, disclosure, protection and maintenance of the individually-identifiable information that we collect from consumers. For example, we are subject to the Health Insurance Portability and Accountability Act ~~or HIPAA.~~("HIPAA"). HIPAA and regulations adopted pursuant to ~~HIPPA~~HIPAA require us to maintain the privacy of individually-identifiable health information that we collect on behalf of health insurance carriers, implement measures to safeguard such information and provide notification in the event of a breach in the privacy or confidentiality of such information. In addition to our obligations we may have ~~entered into~~under contracts with health insurance carriers and others regarding the collection, maintenance, protection, use, transmission, disclosure or

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disposal of sensitive personal ~~information. The~~information, the use and disclosure of certain data that we collect from consumers is also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act ~~or GLBA,~~("GLBA") and state statutes implementing GLBA. GLBA ~~which~~ generally ~~require~~requires brokers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to “opt out” of certain disclosures before sharing such information with a third party, and which generally require safeguards for the protection of personal information. We regularly assess our compliance with privacy and security requirements. These requirements are evolving, and states are beginning to adopt additional requirements, such as the California Consumer Privacy Act, ~~which went into effect~~effective January 1, 2020, ~~which establishes,~~the California Privacy Rights Act, effective January 1, 2023, the Virginia Consumer Data Protection Act, effective January 1, 2023, the Colorado Privacy Act, effective July 1, 2023, the Utah Consumer Privacy Act, effective December 31, 2023, and the Connecticut Data Privacy Act, effective July 1, 2023. Such state privacy laws establish, among other things, new privacy rights for ~~California~~ residents of the relevant state, such as the right to know what personal information has been collected about them, how we use and disclose this information, and the right to request deletion of that information. In addition to government action, health insurance carrier expectations relating to privacy and security protections are increasing and evolving. We have incurred significant costs to develop new processes and procedures and to adopt new technology in an effort to comply with privacy and security laws and regulations and carrier expectations and to protect against cyber security risks and security breaches. We expect to continue to do so in the future. Violations of federal and state privacy and security laws and other contractual requirements may result in significant liability and expense, damage to our reputation or termination of ~~relationship~~relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers.

~~Intellectual Property~~

We rely on a combination of trademark, copyright and trade secret laws in the United States and other jurisdictions, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology and our brand. We also have filed patent applications that relate to certain of our technology and business processes.

~~Competition~~

~~Other agents and brokers.~~ We compete with agents and brokers who offer and sell health insurance plans utilizing traditional offline distribution channels as well as the Internet. Our current competitors include the tens of thousands of local insurance agents across the United States who sell health insurance plans in their communities. A number of these agents operate websites and provide an online shopping experience for consumers interested in purchasing health insurance. In addition, there are a number of direct-to-consumer Medicare platforms that generate demand through a combination of online and traditional marketing channels and fulfill it through their call center operations.

~~Government.~~In connection with our marketing of Medicare related health insurance plans, we compete with the federal government’s original Medicare program. CMS also offers Medicare plan online enrollment, information and comparison tools and has established call centers for the sale of Medicare Advantage and Medicare Part D prescription drug plans. CMS has regulatory authority over the Medicare Advantage and Medicare Part D prescription drug program and can influence the competitiveness of Medicare Advantage and Medicare Part D prescription drug plans compared to the original Medicare program, as well as the compensation that health insurance carriers are allowed to pay us.

~~Insurance carriers.~~ Many health insurance carriers directly market and sell their plans to consumers through call centers and their own websites. Although we offer health insurance plans for many of these carriers, they also compete with us by offering their plans directly to consumers and, to a much lesser extent, to small businesses. Health insurance carriers have become more experienced in marketing their products directly to consumers, both over the Internet and through more traditional channels, which has resulted in increased competition.

~~Internet marketers and other advertisers.~~There are many internet marketing companies and other advertisers that use the Internet and other means to find consumers interested in purchasing health insurance and are compensated for referring those consumers to agents and health insurance carriers. We compete with these companies for individuals who are looking to purchase health insurance.

~~Seasonality~~

~~The majority of our commission revenue is recognized in the fourth quarter of each calendar year under Accounting Standards Codification,~~ ~~Revenue from Contracts with Customers (ASC 606)~~, which we adopted using the full retrospective transition method on January 1, 2018. We have historically sold a significant portion of Medicare plans for the year in the fourth quarter during the Medicare annual enrollment period, when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. During 2020, 2019, and 2018, 57%, 63%, and 61%, respectively, of our Medicare plan-related applications were submitted during the fourth quarter.~~As a result, we generate a significant portion of our commission revenues related to new Medicare plan-related enrollments in the fourth quarter.~~

Beginning January 1, 2019, CMS revived the Medicare Advantage open enrollment period during which Medicare Advantage plan enrollees may enroll in another Medicare Advantage plan or disenroll from their Medicare Advantage plan and return to original Medicare. The Medicare Advantage open enrollment period is scheduled to occur between January 1 and March 31~~of each year. As a result, we expect to generate higher commission revenue in the first quarter compared to the second and third quarters.~~

In preparation for the Medicare annual enrollment period during 2020, 2019, and 2018, and to a lesser extent the open enrollment period for individual and family health insurance plans during the same periods, we began increasing our customer care center staff during the third and fourth quarters to handle the anticipated increased volume of health insurance transactions, which resulted in higher customer care and enrollment expenses in the third and fourth quarters. Historically, a significant portion of the seasonal increase in customer care center

staffing was through the utilization of vendors that employ their own health insurance agents. Going forward, we plan to shift to a predominantly internal agent model and will employ and maintain the majority of our health insurance agent force year-round. We expect to increase our internal agents' utilization outside of the enrollment periods by expanding our offerings of ancillary products and increasing our outbound calling efforts. In addition, we are planning to enhance our new agent onboarding and training program and commence these processes earlier in the second quarter of the year. As a result, we expect to incur increased employee costs beginning earlier in 2021 and reduced outsourced vendor agent costs during the fourth quarter AEP season. We believe the earlier investments in expanding our internal team will enable stronger execution during the fourth quarter AEP season of 2021.

Human Capital Resources

As of December 31, ~~2020,~~2022, we had approximately ~~1,960~~1,515 full-time employees, of which ~~1,190~~951 were in customer care and enrollment, ~~410~~284 were in technology and content, ~~260~~225 were in general and administrative, and ~~100~~55 were in marketing and advertising. Of the ~~1,960~~1,515 full-time employees, ~~275~~252 were non-US employees based in our ~~China office.~~subsidiary in China. None of our U.S. employees are represented by a labor union. As required under Chinese law, the employees in our Xiamen, China office established what is referred to as a labor union in China in January 2014. We have not experienced any work stoppages and consider our employee relations to be strong.

We value our employees for their critical role in the success of our business. We focus on our culture and maintain a generous benefits package for our employees to attract, motivate, and retain them. Health benefits we offer are extended to all full-time employees. Our employee wellness benefits include mental health and financial well-being benefits, including fertility assistance, a tuition reimbursement program, a student loan repayment program, and financial counseling resources. ~~During~~We also offer manager level employees access to a robust manager development program as well as additional free online career enrichment courses through LinkedIn Learning that span various disciplines. In 2020, we implemented an employee stock purchase ~~plan~~program for our U.S. employees which enables them to purchase shares of our common stock at a discount from market prices and participate in equity ownership of us. We have also introduced expanded offerings for virtual employee training to ensure our employees continue to develop their skills while working remotely.

We focus on diversity, equality, and inclusion, and they form a part of our culture and values. We recently formed a diversity and inclusion committee to identify ways in which we can further support a culture of acceptance and inclusivity. ~~We have also introduced expanded offerings for virtual employee training to ensure~~The breakdown of our employees ~~continue to develop their skills while working remotely.~~by gender is as follows:


	United States	China
Male	612	96
Female	646	144
Not disclosed	5	12

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The breakdown of our US employees by race is as follows:

The members of our board of directors represent a diverse perspective. The board currently is made up of nine members and has always included a majority of independent directors. Our board membership includes three women, one director who is a member of the LGBTQ+ community, and one director who is of Hispanic and Asian heritage.

~~Information Security~~Environmental, Social and Corporate Governance ("ESG")

Starting in 2021, we published our inaugural Sustainability Report, which marked the beginning of our ESG journey as we made a company-wide commitment to a stronger focus on our long-term ESG opportunities and risks while also embedding them into our corporate strategy. Our report and future strategy are informed by an internal materiality assessment, and relevant topics identified through third-party reporting frameworks including Sustainability Accounting Standards Board, Global Reporting Initiative, and the United Nations Sustainable Development Goals. In 2022 we published our 2nd Sustainability Report. We are ~~committed~~dedicated to ~~maintaining information security through responsible management, appropriate use,~~making a difference in the lives of consumers, for our associates, partners and ~~protection in accordance with legal~~shareholders, and regulatory requirements and our contractual relationships. Information security is an integral part of our business, and we emphasize to every employee that information security is “everyone’s responsibility.” We maintain an office of the chief information security officer, or CISO, focused on information and systems technology and corporate governance to drive a common security framework practice. The office of the CISO concentrates on technology, behaviors and safeguarding information from unauthorized or inappropriate access, use, or disclosure. We utilize various industry recognized information security frameworks, including Health Information Trust Alliance, National Institute of Standards and Technology, Payment Card Industry Data Security Standard, CIS Controls, and CIS Benchmarks.society.

Climate Change

Though our direct environmental impact is limited, we believe that we all have a role to play in effectively planning for, and mitigating the effects of, climate change. Therefore, we consider climate-related risks when assessing our larger enterprise-level risks. We support science-based climate policies and decarbonization actions in alignment with the Paris Agreement and the Intergovernmental Panel on Climate Change. We intend to align with the recommendations of the Financial Stability Board's Task Force on Climate-Related Financial Disclosures ("TCFD") and plan to expand our climate disclosures in the coming year using the TCFD framework. We voluntarily offset our 2020 and 2021 greenhouse gas emissions using renewable energy certificates to reduce our impact and help increase the demand for renewable energy. We also plan to offset our 2022 greenhouse gas emissions. Additionally, we also consider how we can build upon our business model to reduce environmental impacts, such as those associated with the use of paper for processing insurance applications. Through the use of our online platforms, we have transformed a paper intensive health insurance application process into an ~~easy~~easy-to-use digital

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experience. Our transition to ~~use digital experience. As~~being a remote first company in 2022 has significantly reduced our real estate footprint. For the office space we ~~continue to grow,~~do use, we plan to select and design our offices in a manner that promotes the health, well-being, and productivity of our workforce and plan to consider the environmental impacts of our facilities. ~~For example, our Santa Clara office is located in a high performance building and adheres to a number of sustainability requirements under local and California state guidance.~~ We have extended our data tracking

mechanisms to better understand our organizational footprint and to identify ways to further mitigate our impact on the environment, including increasing the automation of our procurement activities.

Corporate Information

We were incorporated in Delaware in November 1997. Our principal executive offices are located at 2625 Augustine Drive, Suite 150, Santa Clara, CA 95054, and our telephone number is (650) 210-3150.

Available Information

We make available free of charge on the Investor Relations page of our web site (ir.ehealthinsurance.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (the "SEC"). The SEC also maintains an Internet website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our corporate governance guidelines, code of business conduct, audit committee charter, compensation committee charter, and nominating and corporate governance committee charter are available on the governance page of our website at ir.ehealthinsurance.com. The information that can be accessed on or through our websites is not part of this Annual Report on Form 10-K.

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ITEM 1A. RISK FACTORS

In addition to other information in this Annual Report on Form 10-K and in other filings we make with the Securities and Exchange Commission, the following risk factors should be carefully considered in evaluating our business as they may have a significant impact on our business, operating results and financial condition. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely affected. Because of the following factors, as well as other variables affecting our operating results, past financial performance should not be considered as a reliable indicator of future performance and investors should not use historical trends to anticipate results or trends in future periods. Our Risk Factors are not guarantees that no such conditions exist as of the date of this report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Risks Related to Our Business

~~If our ability to enroll individuals during enrollment periods is impeded or~~The markets in which we participate are intensely competitive, and if ~~investments~~ we ~~make in enrollment periods do not result in the returns we expected when making those investments, our business, operating results and financial condition would be harmed.~~

In an attempt to attract and enroll a large number of individuals during the Medicare annual enrollment period and to a lesser extent, the Medicare Advantage open enrollment period and the health care reform open enrollment period under the Affordable Care Act, we may invest in areas of our business, including technology and content, customer care and enrollment, and marketing and advertising. We have in the past made investments in areas of our business in advance of enrollment periods that have not yielded the results we expected when making those investments. Any investment we make in any enrollment period may not result in a significant number of approved and paying members or may not be as cost-effective as we anticipated. If it does not, or is not, our business, operating results and financial condition would be harmed. If our ability to market and sell Medicare-related health insurance and individual and family health insurance is constrained during an enrollment period for any reason, such as technology failures, interruptions in the operation of our e-commerce or telephony platforms, reduced allocation of resources, any inability to timely employ, license, train, certify and retain our employees and our outsourced call centers and their health insurance agents to sell health insurance, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed.

~~We may be unsuccessful in competing~~cannot compete effectively against current and future competitors, including government-run health insurance ~~exchanges.~~exchanges, our business, operating results and financial condition could suffer.

The market for selling health insurance plans is ~~highly competitive.~~ characterized by intense competition, and we face challenges associated with evolving distribution models, industry and regulatory standards, customer price sensitivity and macro economic conditions. To remain competitive against our current and future competitors, we need to continue to enhance the online health insurance shopping experience and functionalities of our website and customer care operations that our current and future customers may use to purchase health insurance products from us. We also need to work with the health insurance carriers to be able to offer a variety of quality health insurance plans on our platform from which our customers may choose. We will also need to market our services effectively and drive a substantial number of consumers interested in purchasing health insurance to our website and customer care centers during the relevant enrollment periods in a cost-effective manner.

We compete with government-run health insurance exchanges, among others, with respect to our sale of Medicare-related and individual and family health insurance. The federal government operates a website where Medicare beneficiaries can purchase Medicare Advantage and Medicare Part D prescription drug plans or be referred to carriers to purchase Medicare Supplement plans. We also compete with the original Medicare program. The Affordable Care Act exchanges have websites where individuals and small businesses can purchase health insurance, and they also have offline customer support and enrollment capabilities. Our competitors also include local insurance agents across the United States who sell health insurance plans in their communities, companies that advertise primarily through television, and companies that operate call centers or websites that provide quote information or the opportunity to purchase health insurance telephonically or online, including lead aggregator services. ~~Many~~Although we work with many health insurance carriers on marketing and selling their insurance plans on their behalf, many of them also compete with us by directly ~~market~~marketing and ~~sell~~selling their plans to consumers through call centers, Internet advertising and their own websites. ~~Although~~In recent years, we ~~offer health~~have also seen increased competition from national telesales insurance ~~plans for many of these carriers, they also compete with us by offering their plans directly to consumers.~~

To remain competitive against our current and future competitors, we will need to market our services effectively and continue to improve the online shopping experience and functionalities of our website and other

platforms that our current and future customers may access to purchase health insurance products from us. If we cannot predict, develop and deliver the right shopping experience and functionality in a timely and cost-effective manner, or if we are not effective in cost-effectively driving a substantial number of consumers interested in purchasing health insurance to our website and customer care centers, we may not be able to compete successfully against our current or future competitors and our business, operating results and financial condition may be adversely affected.brokers.

Some of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, technical, marketing and other resources than we do. As compared to us, our current and future competitors may be able to undertake more extensive marketing campaigns for their brands and services, devote more resources to website and systems development, negotiate more favorable commission rates and commission override payments, and make more attractive offers to potential employees, marketing partners and third-party service providers.

Competitive pressures from government-run health insurance exchanges and other competitors may result in our experiencing increased marketing costs, especially during the Medicare annual enrollment period, decreased demand and loss of market share, increased health insurance plan termination and member turnover, reduction in our membership or revenue and may otherwise harm our business, operating results and financial condition.

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Our business may be harmed if we lose our relationship with health insurance carriers or our relationship with health insurance carriers is modified.

~~We typically~~The success of our business depends upon our ability to enter into new and maintain existing relationships with health insurance carriers on favorable economic terms. Any impairment of our relationship with, or the material financial impairment of, these health insurance carriers or our inability to enter into new relationships with other health insurance carriers could adversely affect our business, operating results and financial condition.

Our contractual relationships with health insurance carriers ~~that~~ are typically non-exclusive and terminable on short notice by either party for any reason. In many cases, health insurance carriers may also ~~may~~ amend the terms of our agreements unilaterally, including commission rates, on short notice. ~~Carriers~~Health insurance carriers may ~~be unwilling~~decide to ~~allow us~~reduce our commissions, rely on their own internal distribution channels to sell their ~~existing or new health insurance~~own plans, determine not to sell their plans or ~~desire to~~otherwise limit or prohibit us from selling their plans. Carriers may also amend our agreements with them for a variety of reasons, including for competitive or regulatory reasons, dissatisfaction with the economics of the members that we place with them or because they do not want to be associated with our brand. In particular, the laws and regulations applicable to the business of selling Medicare-related health insurance are complex and frequently change. If we or our health insurance agents violate any of the requirements imposed by CMS, or applicable federal or state laws or regulations, health insurance carriers may terminate their relationship with us or require us to take corrective action if our Medicare product sales or marketing give rise to too many complaints.

The termination of our relationship with a health insurance carrier, the reduction of commission rates, or the amendment of or change in our relationship with a carrier ~~could~~has in the past reduced, and may in the future reduce, the variety, quality and affordability of health insurance plans we offer, cause a loss of commission payments, including commissions for past and/or future sales, cause a reduction in the estimated constrained ~~LTVs,~~lifetime values ("LTVs") we use for revenue recognition purposes, result in a loss of existing and potential members, adversely impact our profitability or have other adverse impacts, which could harm our business, operating results and financial condition.

Health insurance carriers can unilaterally amend the commission rates that they pay to us. For example, given the significant losses that carriers sustained in connection with their sale of individual and family health insurance as a result of health care reform, many health insurance carriers with which we have a relationship, including large national health insurance carriers, reduced or eliminated our commissions for selling individual and family health insurance, and in a limited number of cases, our renewal commissions. As a result, we experienced a meaningful reduction in our average commission rates for our aggregate individual and family health insurance plan membership. In addition, the reduction in contractual commission rates and these carriers’ desire to not sell individual and family health insurance reduced the number of plans that we are able to offer on our websites, which resulted in less consumer demand for the individual and family health insurance that we sell and a reduction in our membership. In the future, health insurance carriers may decide to reduce our commissions, rely on their own internal distribution channels to sell their own plans, determine not to sell their plans or otherwise limit or prohibit us from selling their plans. In addition to reducing commission rates, health insurance carriers mayalso determine to exit certain states or increase premiums to a significant degree, which could cause our members’ health insurance to be terminated or our members to purchase new health insurance or determine not to pay for health insurance at all. If we lose these members, our business, operating results and financial condition could be harmed.

~~Our Medicare plan-related~~We derive a significant portion of our revenue ~~is concentrated in~~from a small number of health insurance ~~carriers. The success of our Medicare-related health insurance business depends upon our ability to enter into new and maintain existing relationships with health insurance~~ carriers, ~~on favorable economic terms. We expect that a small number of~~

~~health insurance carriers will account for a significant portion of our revenue for the foreseeable future~~ and any impairment of our relationship with them or ~~the material financial~~ impairment of ~~these health insurance carriers~~their business could adversely affect our business, operating results and financial condition.

~~We may also temporarily or permanently lose the ability~~Our revenue has been concentrated in a small number of health insurance carriers and we expect that a small number of health insurance carriers will continue to ~~market and sell Medicare plans~~account for ~~one or more~~a significant portion of our ~~Medicare plan carriers.~~revenue for the foreseeable future. For example, Humana, UnitedHealthcare, Aetna and Centene accounted for 23%, 22%, 12% and 8%, respectively, of our total revenue for the year ended December 31, 2022, and accounted for 19%, 20%, 18% and 12%, respectively, of our total revenue for the year ended December 31, 2021. The ~~regulations applicable to~~same carriers accounted for 22%, 21%, 15% and 10%, respectively, of our total revenue for the ~~business of selling Medicare-related~~year ended December 31, 2020. As discussed elsewhere in this Risk Factors section, our contractual relationships with health insurance carriers are ~~complex~~typically non-exclusive and ~~frequently change. If we or our health insurance agents violate~~terminable on short notice by either party for any of the requirements imposed by CMS, state laws or regulations, a health insurance carrier may terminate our relationship or CMS may penalize a health insurance carrier by suspending or terminating the carrier's ability to market and sell Medicare plans. Givenreason. In particular, given the concentration of our Medicare plan sales in a small number of carriers, if we lose a relationship with a health insurance carrier to market their Medicare plans, even temporarily, or if the health insurance carrier loses its Medicare product membership, our business, operating results and financial condition would be harmed.

If we are unable to successfully attract and convert qualified prospects into members for whom we receive commissions, our business, operating results and financial condition would be harmed.

We derive our revenues primarily from commission payments paid to us by health insurance carriers for Medicare-related health insurance and individual and family health insurance plans that have been purchased by members through our services. Our business success depends in large part on our ability to attract qualified prospects into our enrollment platform and provide a relevant and reliable experience in a cost-effective manner to convert such prospects into paying members for whom we receive commissions. We employ different marketing channels and may from time to time adjust our member acquisition strategy to attract visitors to our website and communicate with customers who contact our call centers. If our ability to market and sell Medicare-related health

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insurance and individual and family health insurance is constrained during the Medicare or individual and family health insurance enrollment periods for any reason, such as technology failures, interruptions in the operation of our ecommerce or telephony platforms, reduced allocation of resources, or any inability to timely employ, license, train, certify and retain our employees to sell health insurance, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition could be harmed. Our business may also be adversely affected by changes in the mix of products and services that we offer on our platform, changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition channels, including the quality of sales leads, and by seasonal influences. In addition, adverse market events or economic conditions, such as inflation and rising unemployment levels, could impact consumer behavior and demand for health insurance. If more consumers decide to delay enrollment or decrease or discontinue coverage under plans sold through us, our business, operating results and financial condition would be adversely affected.

We have taken and may take additional actions to improve the customer experience, enhance accuracy of plan recommendations, reduce rapid disenrollment and beneficiary complaints, and improve the quality of our enrollments. Although we have in the past invested, and may from time to time invest, in various areas of our business, including technology and content, customer care and enrollment, and marketing and advertising to improve the quantity and quality of our membership enrollment in advance of enrollment periods, such investment may not result in a significant number of approved and paying members or may not be as cost-effective as we anticipated.

Our financial results will be adversely impacted if ~~our membership does not grow or if~~ we are ~~not able~~unable to ~~successfully~~ retain our existing ~~members and limit health insurance plan termination.~~members.

We receive commissions from health insurance carriers for health insurance plans sold through us. When one of these plans is canceled, or if we otherwise do not remain the agent on the plan, we no longer receive the related commission payment. ~~Our members and/or health~~Health insurance carriers may choose to discontinue their health insurance plans for a variety of ~~reasons.~~reasons, and when members update their health insurance plan, they may also select a different plan that is not sold through us, or we are otherwise no longer the agent on the plan. Consumers may also purchase individual and family and Medicare-related health insurance plans directly from other sources, such as our competitors, and we would not remain the agent on the policy and receive the related commission. ~~Medicare Advantage~~

Our ability to grow and retain our membership depends on various factors, including agent productivity, the ability of enrollees to change their health plan ~~and Medicare Part D prescription drug plan enrollees may select another plan during~~outside of the Medicare annual enrollment period, ~~that occurs in~~ the ~~fourth quarter every year. Medicare Advantage plan enrollees may also select another plan during the Medicare Advantage open~~source of referrals and their enrollment ~~period that occurs in the first quarter of the year.~~experience. In addition, certain individuals are permitted to enroll, disenroll or change their Medicare Advantage or Medicare Part D prescription drug plans during special enrollment periods. We experienced an increased attrition rate in our Medicare Advantage and Medicare prescription drug plan membership in 2020 above historical levels prior to that time. While we have implemented measures to improve the attrition rate, if our Medicare Advantage and other health insurance plan termination rates do not decline in subsequent quarters, our business, operating results and financial condition would be harmed. In addition,extended enrollment periods could ~~cause us~~lead to ~~further experience~~ increased termination rates in the future, which could adversely impact our business, operating results and financial condition.

Any decrease in the amount of time we retain our members on the health insurance plans that they purchased through us could adversely impact the estimated constrained LTVs we use for purposes of recognizing revenue, which would harm our business, operating results and financial condition. For example, our Medicare Advantage plan and Medicare Part D prescription drug plan LTVs have been negatively impacted by increased plan termination rates. While we have recently placed a stronger operational focus on member retention, there are no assurances that investments we make to pursue retention initiatives will result in a decline in health insurance plan termination rate and/or improvement in our constrained LTVs in the future.~~If we are not able to successfully retain our existing members and limit health insurance plan termination, our business, operating results and financial condition would be harmed.~~ If we experience higher health insurance plan termination rates than we estimated when we recognized commission revenue, we may not collect all of the related commissions receivable, which could result in a reduction in LTV and a write-off of contract ~~assets - commissions~~assets-commissions receivable, which would harm our business, operating results and financial condition.

In addition, ~~the growth of our membership is highly dependent upon our success in attracting new members during the Medicare annual enrollment period~~if agent productivity and ~~to a lesser extent, the Medicare Advantage open enrollment period and the health care reform open enrollment period. The Medicare-related commission~~member retention rates that we receive may be higher in the first calendar year of a plan if the plan is the first Medicare-related plan issued to the member. Similarly, the individual and family plan commission rates that we receive are typically higher in the first twelve months of a policy. After the first twelve months, the commission rates generally decline, ~~significantly. As a result, if we do not add a sufficient number of members to new plans,~~ our business, operating results and financial condition ~~would~~could be harmed.

IfOur business is seasonal in nature, and if we are not ~~able~~successful in responding to ~~maintain and enhance our brand, our business and operating results will be harmed.~~

We believe that maintaining and enhancing our brand identity is critical to our relationships with existing members, marketing partners and health insurance carriers and to our ability to attract new members, marketing partners and health insurance carriers. The promotionchanges in the seasonality of our brand in these and other ways may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these branding initiatives may become increasingly difficult and expensive. Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our operating results could be harmed. If we do not successfully maintain and enhance our brand, our business, ~~may not grow and we could lose our relationships with health insurance carriers, marketing partners and/or members, which would harm our business, operating results and financial condition.~~

~~The ongoing COVID-19 pandemic and public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.~~

COVID-19 and public health crises, illness, epidemics or pandemics, in general, and any associated disruption to our call center and service operations, in particular, could materially impact our business, operations and financial condition. In an effort to mitigate the spread of COVID-19, and to comply with applicable government directives, we generally have directed employees to work from home and implemented new business protocols for employees who have resumed work in our offices. A potential COVID-19 infection of any of our employees could adversely impact our operations, including resulting in the sudden closure of any of our offices. Our business operations may be disrupted if key personnel or significant portions of our employees are unable to work effectively, especially if such disruption occurs during or in our preparation for the Medicare annual enrollment period. We have had to adjust our business operations, including onboarding and training new health insurance agents remotely and asking employees to work from home, which could cause operational difficulties, reduce the effectiveness of our agents in selling health insurance and impair our ability to manage our business. An increased number of employees in a remote work environment may exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our customers or other third-parties. Our business operations and recruitment efforts could be impacted if government offices, including CMS and state departments of insurance, are adversely impacted by COVID-19 given that some of our marketing materials require CMS approval and health insurance agent licensing and licensing renewals are dependent on state department of insurance processing. Our product development initiatives could also be negatively impacted by extended office closures. Furthermore, if any of our health insurance carriers, business partners or vendors increase the prices of or become unable to continue to provide their products or services as a result of COVID-19, or if health insurance carriers reduce our commission rates or the amount they pay us, our business, operating results and financial condition ~~would~~could be harmed.

Due to the timing of Medicare and individual and family health plan annual enrollment periods, which may be subject to change from time to time, our financial results fluctuate and are not comparable from quarter to quarter. The ~~impact of COVID-19~~Medicare annual enrollment period occurs from October 15 to ~~our Individual, Family~~December 7 each year, the individual and ~~Small Business segment is especially uncertain because of increases in unemployment rate, potential delays in customer premium payments and/or~~family health insurance ~~carrier commission payments, potential changes~~open enrollment period occurs from November 1 through December 15 each year for most states, and the Medicare Advantage open enrollment period, during which Medicare-eligible individuals enrolled in a Medicare Advantage plan can switch to the original Medicare program or switch to a different Medicare Advantage plan, runs from January 1 through March 31 of each year. As a result, we have traditionally experienced an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare plan related expense, including marketing and advertising expenses, during the third and fourth quarters in connection with the open enrollment ~~period,~~

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periods. However, because commissions from approved customers are paid to us over time, our operating cash flows could be adversely impacted by a substantial increase in marketing and ~~potential~~advertising expense.

Changes in timing of the Medicare or individual and family health plan enrollment periods, adoption of new or special enrollment periods, changes ~~to qualified health plans~~in eligibility and subsidies ~~among others. COVID-19 presents uncertainties and risks with respect~~applicable to the ~~demand for and pricing~~purchase of health insurance, ~~plans, which could negatively impact~~and changes in the laws and regulations that govern the sale of health insurance may occur from time to time and we may not be able to timely adjust to changes in the seasonality of our business, and our business, operating results and financial ~~condition. The extent to which the COVID-19 pandemic impacts our business will depend on future developments, which are highly uncertain and cannot~~condition could be ~~predicted.~~

harmed.

Changes in our management ~~and~~or key employees could affect our business and financial results.

Our success is dependent upon the performance of our senior management and our ability to attract and retain qualified personnel for all areas of our organization. We may not be successful in attracting and retaining personnel on a timely basis, on competitive terms or at all. If we are unable to attract and retain the necessary personnel, our business would be harmed. Our executive officers and employees can terminate their employment at any ~~time.~~time, and the loss of these individuals could harm our business, especially if we are not successful in developing adequate succession plans. In recent years, we have appointed several new executive officers across multiple functions, and we may have additional changes in the future. For example, in 2022, we have appointed a new chief operating officer and chief transformation officer, a new chief accounting officer, a new general counsel, a new chief marketing officer, a new chief people officer and a new chief financial officer. In 2023, we also appointed a new chief digital officer. The transition and the departure of members of our senior management could result in additional attrition in our senior management and key personnel, and any significant change in leadership over a short period of time could harm our business, operating results and financial condition.

~~The~~We also depend on a relatively small number of licensed health insurance agents for certain key roles, and the loss of ~~the services of any of our executive officers or~~such key employees could harm our business. For example, we are required to appoint a single designated writing agent with each insurance carrier. A small number of our employees act as writing agent and each employee that acts as writing agent does so for a number of carriers. When an employee that acts as writing agent terminates their employment with us, we need to replace such writing agent with another employee who has health insurance licenses. Due to our national reach and the large number of carriers whose plans are purchased by our members, the process of changing writing agents has in the past taken and could take a significant period of time to complete. If the transition is not successful, our ability to sell health insurance plans may be interrupted, our agency relationship with particular insurance carriers may be terminated, our commission payments could be discontinued or delayed and, as a result, our business, operating results and financial condition would be harmed.

Our business success depends on our ability to timely hire, train and retain qualified licensed health insurance agents to provide superior customer service and support our strategic initiatives while also controlling our labor costs.

Our omnichannel consumer engagement platform enables customers to discover, compare and purchase a health insurance plan using our proprietary online search engine as well as receive assistance of a licensed insurance agent, by telephone, online chat or through a hybrid online assisted interaction such as co-browsing. Our customer care center operations is critical to our success and dependent on our ability to recruit, hire, train and effectively manage our licensed health insurance agents and other employees. In order to sell Medicare-related health insurance plans, our health insurance agent employees must be licensed by the states in which they are selling plans and certified and appointed with the health insurance carrier that offers the plans in each applicable state. We depend upon our employees, state departments of insurance, government exchanges and health insurance carriers for the licensing, certification and appointment of our health insurance agents. We may experience difficulties hiring a sufficient number of licensed agents and retaining existing licensed agents during the year and especially for the Medicare annual enrollment period. If we are not successful in these regards, our ability to sell Medicare-related health insurance plans will be impaired during the Medicare annual enrollment period, which would harm our business, operating results and financial condition.

Even if we are successful in hiring licensed health insurance agents, our success depends on the productivity of these health insurance agents. Failure to retain, train and ensure the productivity of our health insurance agents could result in lower than expected sold plans, conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates, any of which could harm our business, operating results

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and financial condition. If our health insurance agents do not perform to the standards we expect of them or if we do not generate sufficient call volumes for our health insurance agents to remain productive, our sold plan volume, conversion and retention rates could be negatively impacted, and our business, operating results and financial condition would be harmed. If investments we make in our call center operations do not result in the returns we expected when making those investments, we could acquire fewer members, suffer a reduction in our membership, and our business, operating results and financial condition would be harmed.

Our business may be harmed if we are not successful in executing on our operational and strategic ~~investments and initiatives,~~plans, including our growth ~~strategy~~strategies, cost-saving and ~~retention~~enrollment quality initiatives.

AsOur future performance depends in large part ofupon our ~~strategy, we~~ability to execute our operational and strategic plans. Our success depends in large part on our ability to develop and improve products and services. We have ~~determined to invest~~ in ~~initiatives to accelerate growth in our Medicare product sales, to enhance post-enrollment consumer engagement~~the past invested and increase customer retention, to increase online enrollment and enhance operating leverage, to expand our strategic partner relationships, improve our technology platform to optimize the consumer experience and relationship, and to utilize data analytics to increase the productivity of our customer care employees. Pursuing and investing in these and other initiatives we develop will requiremay make significant investments in marketing and advertising, technology, ~~and product offerings, and~~ customer care and ~~enrollment, among others,~~enrollment.

Our growth strategy also involves investment in the development of new offerings and ~~involves~~initiatives that differentiate us from our competitors, and accordingly, we may also enter into strategic partnerships aligned with our business and growth objectives. Pursuing and investing in these initiatives may increase our expenses and our organizational complexity, divert management's attention from other business concerns and also involve risks and uncertainties described elsewhere in this Risk Factors section, including the initiatives not achieving our retention, cost-savings, growth or profitability targets, inadequate return of capital on our investments, legal and regulatory compliance risks, potential changes in laws and regulations and other issues that could cause us to fail to realize the anticipated benefits of our investments and incur unanticipated liabilities. Our pursuit of these strategic initiatives may not be successful. Our cash flow from operations is expected to be negative in the year ending December 31, 2021 and was negative in each of the years ended December 31, 2020, 2019 and 2018. If we are not successful in executing on our ~~business strategy,~~operational and strategic plans or if we do not realize the expected benefits of our investments, our business, operating results and financial condition would be harmed.

~~Seasonality~~

In addition, from time to time, we may initiate restructuring plans to implement cost savings initiatives or programs including, among other things, reductions in workforce and other fixed and variable expenses. While such initiatives are intended to improve our operations through re-engineering, reorganizing, and better deployment of marketing expenses, we may not successfully realize the expected benefits of the actions that we have or may in the future take in connection therewith. A variety of risks could cause ~~fluctuations~~us not to realize some or all of the expected benefits of these or any other restructuring plans that we may undertake, including, among others, higher than anticipated costs in implementing such restructuring plans, management distraction from ongoing business activities, damage to our ~~financial results.~~reputation and brand image, including negative publicity, workforce attrition beyond planned reductions and risks and uncertainties described elsewhere in this Risk Factors section. Even if we do implement and administer these plans in the manner contemplated, our estimated cost savings resulting therefrom are based on several assumptions that may prove to be inaccurate and, as a result, we cannot assure you that we will realize these cost savings.

Our failure to effectively manage our operations and maintain our company culture as our business evolves and our work practices change could harm us.

~~Open enrollment periods drive~~Our future operating results will depend on our ability to manage our operations. It is also important to our success that we hire qualified personnel and properly train and manage them, all while maintaining our corporate culture and spirit of innovation. If we are not successful in these efforts, our growth and operations could be adversely affected. In the ~~seasonality~~third quarter of 2022, we adopted a remote first workplace model in the United States, meaning that, except for those employees whose job responsibilities require in-office work, none of our ~~business. The~~employees are required to work at the office. While we believe allowing employees to work remotely will help us attract and retain talent, transitioning to and operating as a remote first company could negatively impact employee productivity and morale, sales and marketing efforts, customer success efforts, and revenue growth rates or other financial metrics, or create operational or other challenges, any of which could adversely impact our business, financial condition, and operating results in any given period, especially if such disruption occurs during or in our preparation for the Medicare annual enrollment period ~~occurs from October 15 to December 7 each year and the~~or individual and family health insurance open enrollment period typically runs from November 1 through December 15 each year. In addition, the Medicare Advantage open enrollment period, where Medicare-eligible individuals who enrolled in a Medicare Advantage plan can switch to the original Medicare program or switch to a different Medicare Advantage plan, runs from January 1st ~~through March 31~~st of each year. We experience an increase in the number of submitted Medicare-related applications and approved members during the fourth quarter and, to a lesser extent, in the first quarter, and an increase in Medicare plan related expense during the third and fourth quarters in connection with the open enrollment periods. In addition, we typically experience the highest plan termination rates from our Medicare Advantage plan members in the first year following the effective date of plan enrollment. If we experience significant growth in Medicare Advantage approved members resulting in anAn increased number of ~~first year members as~~employees in a ~~percentage~~remote work environment may also exacerbate certain risks to our business, including an increased demand for information technology resources, increased risk of phishing and other cybersecurity attacks, and increased risk of unauthorized dissemination of sensitive personal information or proprietary or confidential information about us or our customers or other third parties. Our product development

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initiatives could also be negatively impacted by the prevalence of remote work. Technologies in our employees' homes may also be more limited or less reliable than those provided in our offices. We may also be exposed to risks associated with the various locations of our ~~total estimated membership, we may also experience increased health insurance plan terminations in the year following such periods of growth.~~

~~The seasonality of our business could change in the future due~~remote employees, including compliance with local laws and regulations, and if employees fail to ~~other factors, including as a result~~inform us of changes in ~~timing~~their work location, we may be exposed to additional risks without our knowledge. If our key personnel or a significant portion of our employees are unable to work effectively in a remote setting or our business operations are otherwise disrupted during the Medicare or individual and family health ~~plan~~insurance enrollment periods, ~~adoption of new enrollment periods such as~~ the ~~COVID-related special enrollment period that was adopted~~adverse impact on our business would be particularly pronounced. It may also be difficult for us to preserve our corporate culture, and our employees may have less opportunities to collaborate in ~~the second quarter of 2020,~~meaningful ways, which could harm our ability to retain and ~~changes in the laws~~recruit employees, innovate and ~~regulations that govern the sale of health insurance. We may not be able to timely adjust to changes in customer demand and the seasonality of~~operate our ~~business.~~ business effectively.

If we are not ~~successful in responding~~able to ~~changes in the seasonality of~~maintain and enhance our brand, our business ~~our business,~~and operating results ~~and financial condition~~ could be harmed.

~~The success of our customer care center operations depends upon our ability to timely hire, train, retain and ensure the productivity of our licensed health insurance agents.~~

~~In addition~~Our brand identity is critical to our websites, we rely upon our customer care centers and, during the Medicare annual enrollment period, outsourced call centers to sell Medicare plans. The success of our customer care center operations is largely dependent on licensed health insurance agents and other employees. In order to sell Medicare-related health insurance plans, our health insurance agent employees and employees of outsourced call centers must be licensed by the states in which they are selling plans and certified and appointedrelationships with the health insurance carrier that offers the plans in each applicable state. Because a significant number of Medicare plans are sold in the fourth quarter each year during the Medicare annual enrollment period, we contract with outsourced call centers and hire additional employees on a temporary or seasonal basis in a limited period of time to address the expected increase in the volume of health insurance transactions during this period. We depend upon our employees, state departments of insurance, government exchangesexisting members, marketing partners and health insurance carriers ~~for the licensing, certification~~ and ~~appointment of~~to our health insurance agents. The COVID-19 pandemic and resulting containment measures have negatively impacted the capacity of health insurance license testing facilities and have caused delays in the completion of background checks and fingerprinting requirements. As a result, these health insurance agents may experience delays in obtaining health insurance licenses and certificationsability to attract new members, marketing partners and health insurance ~~carrier appointments. We~~carriers. The promotion of our brand in these and other ways may require us to make substantial investments and we anticipate that, as our market becomes increasingly competitive, these branding initiatives may become increasingly difficult and expensive. Our brand promotion activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our ~~outsourced call centers may experience difficulties hiring a sufficient number of additional licensed agents and retaining existing licensed agents for the Medicare annual enrollment period.~~operating results could be harmed. If we do not successfully maintain and enhance our ~~outsourced call centers are~~brand, our business may not ~~successful in these regards,~~grow and we could lose our ~~ability to sell Medicare-related~~relationships with health insurance ~~plans will be impaired during the Medicare annual enrollment period,~~carriers, marketing partners and/or members, which would harm our business, operating results and financial condition.

~~Even if we or~~ Negative incidents can erode trust and confidence quickly, and adverse publicity about us could damage our ~~outsourced call centers are successful in hiring licensed health insurance agents,~~brand and reputation, undermine our success depends on the productivity of these health insurance agents. Health insurance agents may not perform to the standard we expect of them, which could result in lower than expected conversion rates and revenue, higher costs of acquisition per member and higher plan termination rates. We have observed that our health insurance agent employees are more productive than the employees of our outsourced call centers and that experienced health insurance agents are more productive than less-tenured health insurance agents. As a result, the success of our business depends uponcustomers’ confidence, affect our ability to recruit, engage, motivate and retain existing health insurance agents and hiring and training a sufficient number of internal health insurance agent employees who can perform to the standard we expect of them. Failure to retain, train and ensure the productivity of our health insurance agent employees and employees of outsourced call centers would harm our business, operating results and financial condition.

During the 2020 annual enrollment period, we experienced reduced conversion rates from health insurance agents that work at an outsourced call center, which impacted our revenue and cost of acquisition during the fourth quarter of 2020. As a result, we have determined to increase the number of our health insurance agent employees to a much more significant degree than we have in the past.Our ability to do so successfully will depend on the success of our recruiting efforts and our ability to train, license and appoint with carriers the newly employed agents so that they are effective in selling plans in time for the Medicare annual enrollment period occurring in 2021. If we are not successful in these efforts, we may need to rely more than we have planned on outsourced health insurance agents or rely on a fewer number of employed agents, which could harm our business, operating results and financial condition.

~~If we are not successful in cost-effectively converting visitors to our websiteand customers who call into our call centersinto members for whom we receive commissions, our business and operating results would be harmed.~~

Our growth depends in large part upon growth in approved members in a given period. The rate at which consumers visiting our ecommerce platforms and customer care centers seeking to purchase health insurance are converted into approved members directly impacts our revenue. In addition, the rate at which consumers who are approved become paying members impacts the constrained LTV of our approved members, which impacts the revenue that we are able to recognize. A number of factors have influenced, and could in the future influence, these conversion rates for any given period, some of which are outside of our control. These factors include, but are not limited to:

•changes in consumer shopping behavior due to circumstances outside of our control, such as economic conditions, the COVID-19 pandemic, consumers’ ability or willingness to pay for health insurance, adverse weather conditions or natural disasters, availability of unemployment benefits or proposed or enacted legislative orqualified staffs, attract regulatory ~~changes impacting our business, including health care reform;~~

•~~the quality of and changes to the consumer experience on our ecommerce platforms or with our customer care centers;~~

•regulatory requirements, including those that make the experience on our ecommerce platforms cumbersome or difficult to navigate or reduce the ability of consumers to purchase plans outside of enrollment periods;

•~~the variety, competitiveness and affordability of the health insurance plans that we offer;~~

•~~system failures or interruptions in the operation of our ecommerce platform or call center operations;~~

•~~changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition channels;~~

•~~health insurance carriers offering the health insurance plans for which consumers have expressed interest, and the degree to which our technology is integrated with those carriers;~~

•health insurance carrier guidelines applicable to applications submitted by consumers, the amount of time a carrier takes to make a decision on that application and the percentage of submitted applications approved by health insurance carriers;

•the effectiveness of health insurance agents in assisting consumers, including the tenure of the health insurance agent and whether the health insurance agent is an employee or works with an outsourced call center with which we have a relationship; and

•~~our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and the efficacy of the process we are required to use to do so.~~

~~Our conversion rates can be impacted by changes in the mix of consumers referred to us through our member acquisition channels~~and whether they interact with a more seasoned health insurance agent or a health insurance agent that works with an outsourced call center. We may make changes to our ecommerce platforms in response to regulatory requirements or undertake other initiatives in an attempt to improve consumer experience or for other reasons. These changes have in the past, and may in the future have the unintended consequence of adversely impacting our conversion rates. A decline in the percentage of consumers who submit health insurance applications on our ecommerce platforms or telephonically via our customer care centers and are converted into approved and paying members could cause an increase in our cost of acquiring members on a per member basisscrutiny, and impact our revenue in any given period. To the extent the rate at which we convert consumers visiting our ecommerce platforms or telephonically via our customer care centers into members suffers, our membership may decline, which would harm our business, operating resultsrelationships with current and ~~financial condition.~~potential partners.

We depend upon Internet search engines and social media platforms to attract a significant portion of the consumers who visit our website, and if we are unable to effectively advertise on search engines or social media platforms on a cost-effective basis, our business and operating results would be harmed.

We derive a significant portion of our website traffic from consumers who search for health insurance through Internet search engines, such as Google ~~Bing~~ and ~~Yahoo!,~~Bing, and through social media platforms, such as Facebook. A critical factor in attracting consumers to our website is whether we are prominently displayed in response to an Internet search relating to health insurance or on a social media platform. Search engines typically provide two types of search results, algorithmic listings and paid advertisements. We rely on both to attract consumers to our websites and otherwise generate demand for our services.

Algorithmic search result listings are determined and displayed in accordance with a set of formulas or algorithms developed by the particular Internet search engine. The algorithms determine the order of the listing of results in response to the consumer’s Internet search. From time to time, search engines revise these algorithms. In some instances, these modifications have caused our website to be listed less prominently in algorithmic search results, which has resulted in decreased traffic to our website. We may also be listed less prominently as a result of other factors, such as new websites, changes we make to our website or technical issues with the search engine itself. For example, government health insurance exchange websites appear prominently in algorithmic search ~~results.~~results and may reduce the prominence of our website. In addition, search engines have deemed the practices of some companies to be inconsistent with search engine guidelines and decided not to list their website in search result listings at all. If we are listed less prominently in, or removed altogether from, search result listings for any reason, the traffic to our websites would decline and we may not be able to replace this traffic, which would harm our business, operating results and financial condition. If we decide to attempt to replace this traffic, we may be required to increase our marketing expenditures, which would also increase our cost of member acquisition and harm our business, operating results and financial condition.

We purchase paid advertisements on search engines and social media platforms in order to attract consumers to our platforms. We typically pay a search engine for prominent placement of our website when particular health insurance-related terms are searched for on the search engine, regardless of the algorithmic search result listings. The prominence of the placement of our advertisement is determined by a combination of

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factors, including the amount we are willing to pay and algorithms designed to determine the relevance of our paid advertisement to a particular search term. As with algorithmic search result listings, search engines may revise the algorithms relevant to paid advertisements, and websites other than our ecommerce platform may become more optimized for the algorithms. These changes may result in our having to pay increased amounts to maintain our paid advertisement placement in response to a particular search term. We could also have to pay increased amounts should the market share of major search engines continue to become more concentrated with a single search engine. Additionally, we bid against our competitors, insurance carriers, government health insurance exchanges and others for the display of these paid search engine or social media platform advertisements. We have experienced increased competition for both algorithmic search result listings and for paid advertisements, ~~which~~and that competition increases substantially during the enrollment periods for ~~Medicare related~~Medicare-related health insurance and for individual and family health insurance. The competition has increased the cost of paid ~~internet~~Internet search advertising and has increased our marketing and advertising expenses. If paid search advertising costs increase or become cost prohibitive, whether as a ~~results~~result of competition, algorithm changes or otherwise, our advertising expenses could rise significantly or we could reduce or discontinue our paid search advertisements, either of which would harm our business, operating results and financial condition.

We rely significantly on marketing partners, and our business and operating results would be harmed if we are unable to maintain effective relationships with our existing marketing partners or if we do not establish successful relationships with new marketing partners.

We frequently enter into contractual marketing relationships with partners that drive consumers to our ecommerce platform and call centers. These marketing partners include financial and online services companies, affiliate organizations, online advertisers and content providers, and other marketing vendors. We also have relationships with strategic marketing partners, including hospitals and pharmacy chains that promote our Medicare platforms to their customers as well as ~~pharmacy service providers~~other provider groups, wellness, and other digital and affinity groups. We compensate many of our marketing partners for their referrals on either a submitted health insurance application basis ~~and,~~or a per-referral basis or, if they are

licensed to sell health insurance, we may share a percentage of the commission we earn from the health insurance carrier for each member referred by the marketing partner. The success of our relationship is dependent on a number of factors, including but not limited to the continued positive market presence, reputation and growth of the marketing partner, the effectiveness of the marketing partner in marketing our website and services, the compliance of each marketing partner with applicable laws, regulations and guidelines, ~~and~~ the contractual terms we negotiate with our marketing partners, including the marketing fees we agree to ~~pay.~~pay and our ability to accurately and timely track, pay and manage marketing partners. We depend on our marketing partners for a large number of quality referrals to keep our health insurance agents productive. If our marketing partners fail to deliver effective and/or timely marketing campaigns, especially during the Medicare annual enrollment period, our business and financial condition could be harmed.

While we have relationships with a large number of marketing partners, we depend upon referrals from a limited number of marketing partners for a significant portion of the submitted applications we receive from our marketing partner customer acquisition channel. Given our reliance on our marketing partners, our business, operating results and financial condition would be harmed if we are unable to maintain successful relationships with these companies, if we fail to establish successful relationships with new marketing partners, if we experience competition in our receipt of referrals from high volume marketing partners, ~~and~~or if we are required to pay increased amounts to our marketing partners.

Competition for referrals from our marketing partners has increased particularly during the enrollment periods for Medicare-related health insurance and individual and family health insurance. We may lose marketing partner referrals if our competitors pay marketing partners more than we do or be forced to pay increased fees to our marketing partners, which could harm our business, operating results and financial condition. If we lose marketing partner referrals during the Medicare or individual and family health insurance enrollment periods, the adverse impact on our business would be particularly pronounced. In addition, the promulgation of laws, regulations or guidelines, or the interpretation of existing laws, regulations and guidelines, by state departments of insurance or by CMS, could cause our relationships with our marketing partners to change or be in non-compliance with those laws, regulations and guidelines. As discussed elsewhere in this Risk Factors section, the marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level, and recent changes to the CMS marketing guidelines have resulted in a more complicated and time-consuming process for marketing material filing and the need to file a significantly greater number of our and our marketing partners'

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marketing materials with CMS. If our marketing partners' marketing materials do not comply with the CMS marketing guidelines or other Medicare program related laws, rules and regulations, such non-compliance could result in our losing the ability to receive referrals of individuals interested in purchasing Medicare-related plans from that marketing material or being delayed in doing so. In the event that CMS or a health insurance carrier requires changes to, disapproves or delays approval of these materials, we could lose a significant source of Medicare plan demand and the operations of our Medicare business could be adversely affected. We also have relationships with ~~hospital systems and pharmacy chains~~marketing partners that utilize aspects of our platform and tools. Our relationships with these ~~hospital systems and pharmacy chains~~marketing partners result in the referral of a significant number of individuals to us who are interested in purchasing Medicare-related health insurance plans. If ~~CMS~~federal or state ~~departments of insurance~~authorities were to change existing laws, regulations or guidelines, or interpret existing laws, regulations or guidelines, to prohibit these arrangements, or if ~~hospital systems or pharmacy~~marketing partners otherwise decided to no longer utilize aspects of our platform and tools, we could experience a significant decline in the number of Medicare-eligible individuals who are referred to our platforms and customer care centers, which would harm our business, operating results and financial condition.

If our carrier advertising and sponsorship program is not successful, our business, operating results and financial condition could be harmed.

~~Our~~We develop, host and maintain carrier dedicated Medicare plan websites and may undertake other marketing and advertising initiatives or perform other services through our Medicare plan advertising program. We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship program. To the extent that economic conditions, health care reform or other factors impact the amount health insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely impacted. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of health insurance carriers, and our ability to generate Medicare plan-related advertising revenue would be harmed by the termination or non-renewal of any of these relationships as well as by a reduction in the amount a health insurance carrier is willing to pay for these services. Moreover, in light of the regulations applicable to the marketing and sale of Medicare plans, and given that these regulations are often complex, change frequently and are subject to changing interpretations or enforcement actions, we may in the future not be permitted to sell Medicare plan-related advertising services. If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed.

The success of our sponsorship and advertising program depends on a number of factors, including the amount health insurance carriers are willing to pay for advertising services, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform, our call centers or the dedicated Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others. In addition, increased carrier focus on the quality of enrollments and reduction in member complaints could adversely impact our ability to successfully negotiate and operate our sponsorship and advertising programs. If we are not successful in these areas or these factors are unfavorable to us, our business, operating results and financial condition could be harmed.

Our business may be harmed if we do not enroll subsidy-eligible individuals through government-run health insurance exchanges efficiently.

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members and in getting them enrolled through the FFM or any similar state-based exchange. If we are not able to satisfy these conditions and requirements, or if we are not able to successfully adopt and maintain solutions that allow us to enroll large numbers of individuals and families in qualified plans over the Internet both during and outside of open enrollment periods, we will lose existing members and new members and may incur additional expense, which would harm our business, operating results and financial condition.

We have entered into an agreement to outsource certain aspects of the enrollment process for qualified health plans to a third-party vendor in light of the expense and burden associated with the additional requirements. If we are unsuccessful in maintaining a relationship with our third-party vendor who is approved to use the process, we may not be able to enroll individuals into qualified health plans through the FFM or could be required to use an inferior process to do so, which could cause a reduction in our individual and family health insurance plan membership and commission revenue. In addition, if we are not able to maintain solutions to integrate with government-run health insurance exchanges or if the health insurance exchange websites and other processes are unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling individuals and families into qualified health plans through the exchanges, we would not be successful in retaining and acquiring members, and our business, operating results and financial condition would be harmed. The FFM may at any time cease allowing us or our third-party vendor to enroll individuals in qualified health plans or change the requirements for doing so, or relevant government regulations or agencies may prevent us from efficiently working with our third-party vendor, including timely receiving and using data from our third-party vendor. If the FFM ceases allowing us or our third-party vendor to enroll individuals, if the FFM platform does not function properly or if we are prevented from efficiently working with our third-party vendor, our ability to retain existing members and add new members could be negatively impacted, which would harm our business, operating results and financial condition. Similarly for states that use state-based exchanges instead of the FFM, we may not be able to establish or maintain stable, consumer friendly, efficient or compatible legal arrangements or technical processes to enroll members in qualified health plans through such state-based exchanges, either directly with the governmental entities running such state-based exchanges or through appropriate third parties that allow us to access such state-based exchanges. If we are unable to adapt our operations in a timely, efficient and cost-effective manner to respond to changing circumstances to allow us to continue to effectively enroll members through the FFM and state-based exchanges, our business may be adversely affected.

Our commission revenue could be negatively impacted by changes in our estimated conversion rate of an approved member to a paying member, our forecast of average plan duration or our forecast of likely ~~to fluctuate and could fall short of expectations.~~commission amounts.

Our ~~operating results are likely~~commission revenue, which is primarily comprised of commissions from health insurance carriers, is computed using the estimated LTVs of commission payments that we expect to ~~fluctuate as~~receive, and we re-compute LTVs for all outstanding cohorts on a quarterly basis. As a result, the rate at which consumers visiting our ecommerce platforms and customer care centers seeking to purchase health insurance are converted into approved members directly impacts our revenue. In addition, the rate at which consumers who are approved become paying members impacts the constrained LTV of ~~a variety~~our approved members, which impacts the revenue that we are able to recognize.

A number of factors ~~including~~have influenced, and could in the ~~factors described elsewhere in this Risk Factors section, many~~future influence, these conversion rates for any given period, some of which are outside of our control. These factors include, but are not limited to:

•changes in consumer shopping behavior due to circumstances outside of our control, such as economic conditions, inflation, public health crises or illnesses, consumers’ ability or willingness to pay for health insurance, adverse weather conditions or natural disasters, unemployment rates, availability of unemployment benefits or proposed or enacted legislative or regulatory changes impacting our business, including health care reform;

•the quality of and changes to the consumer experience on our ecommerce platforms and/or with our customer care centers;

•the variety, competitiveness, quality and affordability of the health insurance plans that we offer;

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•system failures or interruptions in the operation of our ecommerce platform or call center operations;

•changes in the mix of consumers who are referred to us through our direct, marketing partner and online advertising member acquisition channels, including the quality of sales leads;

•health insurance carrier guidelines applicable to applications submitted by consumers, the degree to which our technology is integrated with health insurance carriers, the amount of time a carrier takes to make a decision on that application and the percentage of submitted applications approved by health insurance carriers;

•the effectiveness of health insurance agents in assisting consumers, including the tenure of the health insurance agent; and

•our ability to enroll subsidy-eligible individuals in qualified health plans through government-run health insurance exchanges and the efficacy of the process we are required to use to do so.

Our conversion rates can be impacted by changes in the mix of consumers referred to us through our member acquisition channelsand whether they interact with a more seasoned health insurance agent. We have made and may in the future, make changes to our ecommerce platforms, telephonic operations, marketing material or enrollment process in response to regulatory or health insurance carrier requirements or undertake other initiatives in an attempt to improve consumer experience, increase retention, or for other reasons. These changes have in the past, and may have in the future, the unintended consequence of adversely impacting our conversion rates. For example, in response to the increased plan termination rate in our Medicare membership in 2020 and ~~among these factors,~~2021, which negatively impacted the ~~assumptions underlying~~LTVs of our ~~estimates~~Medicare plan-related products, we introduced mandatory additional training for our agents and added a new customer care role to verify certain Medicare enrollments prior to submission in the third quarter of ~~commission revenue as required by ASC 606 may vary significantly over time. As~~2021. While our focus on enrollment quality improved retention rates and increased LTVs of our Medicare products in the second half of 2022, it temporarily led to lower call conversion rates and longer average talk times for telephonic enrollments, resulting in a ~~result, comparing~~reduction in enrollments and increased cost of acquisition that has negatively impacted our business, operating results and financial condition. A decline in the percentage of consumers who submit health insurance applications on our ecommerce platforms or telephonically via our customer care centers and are converted into approved and paying members could cause an increase in our cost of acquiring members on a ~~period-to-period~~per member basis and impact our revenue in any given period. To the extent the rate at which we convert consumers visiting our ecommerce platforms or telephonically via our customer care centers into members suffers, our membership may ~~not be meaningful and you should not rely on our past results as an indication of our future performance, particularly in light of the fact that~~decline, which would harm our business, ~~and industry are undergoing substantial change as a result of health care reform, competition and initiatives we determined to pursue. If our revenue or~~ operating results ~~differ from our guidance or fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. In the past, when our revenue~~ and ~~operating results differed from our guidance and the expectations of investors or securities analysts, the price of our common stock was impacted.~~financial condition.

If commission reports we receive from carriers are inaccurate or not sent to us in a timely manner, our business and operating results could be harmed and we may not recognize trends in our membership.

We rely on health insurance carriers to timely and accurately report the amount of commissions earned by us, and we calculate our commission revenue, prepare our financial reports, projections and budgets and direct our marketing and other operating efforts based on the reports we receive from health insurance carriers. There have been instances where we have determined that plan cancellation data reported to us by a health insurance carrier has not been accurate. The extent to which health insurance carriers are inaccurate in their reporting of plan cancellations could cause us to change our cancellation estimates, which could adversely impact our revenue. We

have designed controls to assess the completeness and accuracy of the data received, whereby we apply judgment and make estimates based on historical data and current trends to independently determine whether or not carriers are accurately reporting commissions due to us. We also operate procedures with carriers on an ongoing basis whereby potential under or over reporting is reconciled and discrepancies are resolved. For instance, we reconcile information health insurance carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated our membership. Conversely, health insurance carriers may require us to return commission payments paid in a prior period due to plan cancellations for members we previously estimated as being active. To the extent that health insurance carriers understate or fail to accurately report the amount of commissions due to us in a timely manner or at all, our estimates of constrained LTV may be adversely impacted, which would harm our business, operating results and financial condition. In addition, any inaccuracies in the ~~reports would adversely~~reporting from and reconciliations with insurance carriers may also impact our estimates of constrained LTV or our estimates of commission revenue for future periods which is based on historical trends, including trends relating to contracted commission rates and expected health insurance plan cancellation.

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We do not receive information about membership cancellations from our health insurance carriers directly, which makes it difficult for us to determine the impact of current conditions on our membership retention and to accurately estimate membership as of a specific date.

We depend on health insurance carriers and others for data related to our membership. For instance, with respect to health insurance plans other than small business health insurance, health insurance carriers do not directly report member cancellations to us, resulting in the need for us to determine cancellations using payment data that carriers provide. We infer cancellations from this payment data by analyzing whether payments from members have ceased for a period of time, and we may not learn of a cancellation for several months. The majority of our members who terminate their plans do so by discontinuing their insurance premium payments to the health insurance carrier and do not inform us of the cancellation. With respect to our small business membership, many groups notify the carrier directly with respect to increases or decreases in group size and policy cancellations. Our insurance carrier partners often do not communicate this information to us, and it often takes a significant amount of time for us to learn about small business group cancellations and changes in our membership within the group itself. We often are not made aware of policy cancellations until the time of the group’s annual renewal.

Given the number of months required to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who are active on health insurance plans as of a specified date. After we have estimated membership for a period, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. As a result of the Medicare annual enrollment and other open enrollment periods, we may not receive information from our carriers on as timely a basis due to the significant increase in health insurance transaction volume and for other reasons, which could impair the accuracy of our membership estimates. For these and other reasons, including if current trends in membership cancellation are inconsistent with past cancellation trends that we use to estimate our membership or if carriers subsequently report changes to the commission payments that they previously reported to us, our actual membership could be different from our estimates, perhaps materially. If our actual membership is different from our estimates, the constrained LTV component of our revenue recognition could also be inaccurate, including as a result of an inaccurate estimate of the average amount of time our members maintain their health insurance plans. As a result of the delay we experience in receiving information about our membership, it is difficult for us to determine with any certainty the impact of current conditions on our membership retention. For example, our estimated membership reported as of March 31, 2020 was higher than our actual membership, because we experienced increased membership cancellation compared to the historical cancellation rates we used to estimate our membership as of March 31, 2020. We were not able to observe the increased membership cancellations that occurred during the first quarter of 2020 until after we reported our estimated membership for the period. Various circumstances, including market-related factors such as changes in timing of enrollment periods, the ability of enrollees to change their health plan outside of the Medicare annual enrollment period, the source of referrals, their enrollment experience and other factors specific to our business, could cause the assumptions and estimates that we make in connection with estimating our membership and constrained LTV to be inaccurate, which would harm our business, operating results and financial condition.

Our ~~carrier advertising~~operations in China involve many risks that could increase expenses, expose us to increased liability and ~~sponsorship business may not be successful.~~

We develop, host and maintain carrier dedicated Medicare plan websites and may undertake other marketing and advertising initiatives through our Medicare plan advertising program. We also allow health insurance carriers to purchase advertising space for non-Medicare products on our website through our sponsorship program. To the extent that economic conditions, health care reform or other factors impact the amount health insurance carriers are willing to pay for advertising, our advertising and sponsorship program will be adversely impacted. In addition, since we maintain relationships with a limited number of health insurance carriers to sell their Medicare plans, our Medicare plan-related advertising revenue is concentrated in a small number of health insurance carriers and our ability to generate Medicare plan-related advertising revenue would be harmed by the termination or non-renewal of any of these relationships as well as by a reduction in the amount a health insurance carrier is willing to pay for these services. Moreover, in light of the regulations applicable to the marketing and sale of Medicare plans, and given that these regulations are often unclear, change frequently and are subject to changing interpretations, we may in the future not be permitted to sell Medicare plan-related advertising. If we are not successful in generating Medicare plan-related advertising revenue,affect our business, operating results and financial ~~condition could be harmed.~~

The success of our sponsorship and advertising program depends on a number of factors, including the amount health insurance carriers are willing to pay for advertising, the effectiveness of the sponsorship and advertising program as a cost-effective method for carriers to obtain additional members, consumer demand for the health insurance carrier’s product, our ability to attract consumers to our ecommerce platform or the dedicated Medicare plan websites and convert those consumers into members, and the cost, benefit and brand recognition of the health insurance plan that is the subject of the advertising, among others.

~~Our business may be harmed if we do not enroll subsidy-eligible individuals through government-run health insurance exchanges efficiently.~~

In order to offer the qualified health plans that individuals and families must purchase to receive Affordable Care Act subsidies, agents and brokers must meet certain conditions, such as receiving permission to do so from the applicable government health insurance exchange, entering into an agreement with the health insurance exchange or a partner of the exchange, ensuring that the enrollment and subsidy application is completed through the health insurance exchange and complying with privacy, security and other standards. In the event Internet-based agents and brokers such as us use the Internet for completion of qualified health plan selection purposes, their websites are required to meet certain additional requirements. To the extent we enroll individuals and families into qualified health plans, we do so through the FFM, which runs all or part of the health insurance exchange in 36 states. We may experience difficulty in satisfying the conditions and requirements to offer qualified health plans to our existing members and new potential members, and in getting them enrolled through the FFM. If we are not able to satisfy these conditions and requirements, or if we are not able to successfully adopt and maintain solutions that allow us to enroll large numbers of individuals and families in qualified plans over the Internet both during and outside of open enrollment periods, we will lose existing members and new members, and may incur additional expense, which would harm our business, operating results and financial condition. Beginning in the open enrollment period that occurred in the fourth quarter of 2018, CMS adopted a new enhanced direct enrollment pathway for CMS-approved partners to enroll individuals into qualified health plans and complete all steps in the eligibility and enrollment process on a single website. Before enhanced direct enrollment partners are approved, extensive security and privacy reviews are conducted by an independent third-party auditor and CMS reviews the audit results to ensure the entity satisfies numerous additional privacy and security standards. We entered into an agreement to outsource certain aspects of the enrollment process for qualified health plans to a third party in light of the expense and burden associated with the additional requirements. However, if we do not develop the ability to satisfy the requirements to use the improved qualified health plan enrollment process in the future, or if we are unsuccessful in entering into or maintaining a relationship with a third party who is approved to use the process, we may not be able to enroll individuals into qualified health plans through the FFM or could be required to use an inferior process to do so, which could cause a reduction in our individual and family health insurance plan membership and commission revenue. In addition, if we are not able to adopt or contract with and maintain solutions to integrate with government-run health insurance exchanges or if the health insurance exchange websites and other processes are unstable or not consumer friendly, efficient and compatible with the process we have adopted for enrolling

individuals and families into qualified health plans through the exchanges, we would not be successful in retaining and acquiring members, and our business, operating results and financial condition would be harmed. The FFM may at any time cease allowing us to enroll individuals in qualified health plans or change the requirements for doing so. If it does so or if the FFM platform does not function properly, our ability to retain existing members and add new members could be negatively impacted, which would harm our business, operating results and financial condition.

~~There are many risks associated with our operations in China.~~

A portion of our operations is conducted by our subsidiary in China. Among other things, we use employees in China to maintain and update our ecommerce platform and perform certain tasks within our finance and customer care and enrollment functions. We rely on ~~the Internet~~third-party vendors to communicate with our subsidiary in China. Our business would be harmed if our ability to communicate ~~over the Internet~~via these vendors with these employees failed, and we were prevented from promptly updating our software or implementing other changes to our database and systems, among other things. From ~~time-to-time~~time to time we receive inquiries from health insurance carriers relating to our operations in China and the security measures we have implemented to protect data that our employees in China may be able to access. As a part of these inquiries, we have implemented additional security measures relating to our operations in ~~China. We~~China, but may be required to implement further security measures to continue aspects of our operations in ~~China or health insurance carriers~~China. We may ~~require us~~also be required to bring aspects of our operations in China back to the United States, which could be ~~time consuming~~time-consuming and expensive and harm our operating results and financial condition. Health insurance carriers may also terminate our relationship due to concerns surrounding protection of data that our employees in China are able to access, which would harm our business, operating results and financial condition.

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Our operations in China also expose us to different and unfamiliar laws, rules and regulations, including different intellectual property laws, which are not as protective of our intellectual property as the laws in the United States. United States and Chinese trade laws may also impose restrictions on the importation of programming or technology to or from the United States. We are also subject to anti-bribery and anti-corruption laws, privacy and data security laws, labor laws, tax laws, foreign exchange controls and cash repatriation restrictions in China. ~~On June~~In recent years, China has adopted laws regulating cybersecurity and data protection. For example, a data security law in China that became effective on September 1, ~~2017, a national cybersecurity law came into effect in China. The law, along with its implementation regulations,~~2021 applies to the ~~establishment, operation, maintenance~~usage, collection and ~~usage~~protection of ~~networks~~data within China and ~~the supervision and management of cybersecurity. Under the law, network operators are required to comply with certain tiered~~imposes data security obligations ~~based~~and restrictions on ~~the networks’ relative impact~~transfers of certain data outside of China, including prohibition on ~~national security, social order, public interest and individuals’ privacy rights.~~providing any data stored in China to law enforcement authorities or judicial bodies outside of China without prior Chinese government approval. There remains considerable uncertainty as to how the ~~cybersecurity~~data security law ~~will be~~is applied, and the regulatory environment continues to ~~evolve with new draft regulations and standards published frequently.~~evolve. Such laws, regulations and standards are complex, ambiguous and subject to change or interpretation, which create uncertainty regarding compliance. Pursuant to the draft regulations, we may be required to perform self-assessments, obtain third party certifications, report cybersecurity incidents and make filings with public security authorities. We could also be subject to security inspections and evaluations by public security authorities and be restricted to use only network products and services that meet certain standards based on the level of risk applicable to us.Compliance with these laws and regulations could cause us to incur substantial costs or require us to change our business operations in China. Violation of applicable laws and regulations could adversely affect our brand, affect our relationship with our health insurance carriers, and could result in regulatory enforcement actions and the imposition of civil or criminal penalties and fines, which would harm our business, operating results and financial condition.

Our business may be adversely impacted by changes in China’s economic or political ~~condition.~~condition, the relationship between China and the United States or other countries, and our ability to continue to conduct our current operations in China. Any such changes may be caused by geopolitical issues, natural disasters, war or other events or circumstances. We have experienced greater competition for qualified personnel in China, which has raised market salaries and increased our compensation costs related to employees in China. If competition for personnel increases further, our compensation expenses could rise considerably or, if we determine to not increase compensation levels, our ability to attract and retain qualified personnel in China may be impaired, which could harm our business, operating results and financial condition. These risks could cause us to incur increased expenses and could harm our ability to effectively and successfully manage our operations in China. Moreover, any significant or prolonged deterioration in the relationship between the United States and China could adversely affect our operations in China. Certain risks and uncertainties of doing business in China are solely within the control of the Chinese government, and Chinese law regulates the scope of our foreign investments and business conducted within China. The escalation of ~~trade~~international tensions

~~initiated by the current administration~~ has increased the risk associated with our operations in China. Either the United States or the Chinese government may limit or sever our ability to communicate with our China operations or may take actions that force us to close our operations in China. We employ a large number of our technology and content employees in China, and we have other employees in China that support our business. Any ~~sudden~~ disruption of our operations in China, including any disruption as a result of the Chinese government's COVID-19 related policies, would adversely impact our business. If we are required to move aspects of our operations ~~from~~out of China ~~to our offices in the United States~~ as a result of political ~~instability,~~or geopolitical issues, changes in laws, inquiries from health insurance carriers or for other reasons, we could incur increased expenses, and our business, operating results and financial condition could be harmed.

~~We cannot predict the impact that changing climate conditions, including legal, regulatory and social responses thereto, may have on our business.~~

Global climate change has added, and will continue to add, to the unpredictability, frequency and severity of natural disasters, including but not limited to hurricanes, tornadoes, freezes, droughts, other storms and fires in certain parts of the world. In response, a number of legal and regulatory measures and social initiatives have been introduced in an effort to reduce greenhouse gas and other carbon emissions that are chief contributors to global climate change. We cannot predict the impact that changing climate conditions will have on our business, though extreme weather events could impact our facilities, technological assets, business continuity and reputation. The legal, regulatory and social responses to climate change could also adversely affect our results of business, operating results and financial conditions.

~~Our success in selling Medicare-related health insurance will depend upon a number of factors some of which are outside of our control.~~

~~Our success in selling Medicare-related health insurance is dependent upon a number of factors, including:~~

•our ability to continue to adapt our ecommerce platforms to market Medicare plans, including our development or acquisition of marketing tools and features important in the sale of Medicare plans online and the effective modification of our user experience;

•our success in marketing to Medicare-eligible individuals, including television advertising, online marketing and direct mail marketing, and in entering into and maintaining marketing partner relationships to drive Medicare-eligible individuals to our ecommerce platforms or customer care centers on a cost-effective basis;

•~~our ability to hire and retain additional employees with experience in Medicare, including our ability to timely implement Medicare sales expertise into our customer care centers;~~

•our ability to implement and maintain an effective information technology infrastructure for the sale of Medicare plans, including the infrastructure and systems that support our websites, call centers and call recording;

•~~our ability to leverage technology in order to sell, and otherwise become more efficient at selling, Medicare-related plans over the telephone;~~

•our ability to comply with the numerous, complex and changing laws, regulations, guidelines and policies of the federal and state government, including CMS guidelines and policies relating to the marketing and sale of Medicare plans and health care reform; and

•~~the effectiveness with which our competitors market the availability of Medicare plans from sources other than our ecommerce platforms.~~

As a result of these factors, we may prove unsuccessful in marketing Medicare plans and acting as a health insurance agent in connection with their sale, which would harm our business, operating results and financial condition. In addition, if our efforts to market Medicare plans during enrollment periods were impeded due to lack of timely health insurance carrier or CMS approval, or for other reasons, the impact on our business, operating

results and financial condition would be significantly greater given the seasonality of our Medicare-related revenue, membership acquisition and expenses and the fact that much of the sales of Medicare plans occur during this period.

Risks Related to Laws and Regulations

The marketing and sale of Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines, and non-compliance with or changes in laws, regulations and guidelines could harm our business, operating results and financial condition.

The marketing and sale of Medicare plans are subject to numerous laws, regulations and guidelines at the federal and state level. The marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans are principally regulated by ~~the~~ CMS but are also subject to state laws. The marketing and sale of Medicare Supplement plans are principally regulated on a state-by-state basis by state departments of insurance. The laws and regulations applicable to the marketing and sale of Medicare plans are numerous, ambiguous and complex, and, particularly with respect to regulations and guidance issued by CMS for Medicare Advantage and Medicare Part D prescription drug plans, change frequently. We have altered, and likely will have to continue to alter, our marketing and sales process to comply with these laws, regulations and guidelines.

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Health insurance carriers whose Medicare plans we sell approve our websites, our call center scripts and ~~some~~a large portion of our marketing material. We must receive these approvals in order for us to market and sell Medicare plans to Medicare-eligible individuals as a health insurance agent. We are also required to file many of these materials on a regular basis with CMS. In addition, certain aspects of our Medicare plan marketing partner relationships have been in the past, and will be in the future, subjected to CMS and health insurance carrier review. CMS, state departments of insurance or health insurance carriers may ~~determine~~decide to object to or not to approve aspects of our online platforms, sales function or marketing material and processes and may determine that certain existing aspects of our Medicare-related business are not in compliance with legal requirements. ~~Health~~CMS scrutinizes health insurance carriers whose Medicare plans we sell and those health insurance carriers may be held responsible for actions that we, our agents and our partners take, including our marketing materials and actions that lead to complaints or disenrollment. We expect that health insurance carriers will be increasingly evaluating broker performance based on quality of their enrollments, including complaints, retention rates, customer satisfaction and volumes. As a result, health insurance carriers may terminate ~~our~~their relationship with ~~them~~us or require us to take other corrective action if our Medicare product sales, marketing and operations are not in compliance or give rise to too many complaints. The termination of or change in our relationship with health insurance carriers for this reason ~~would~~could reduce the products we are able to offer, could result in the loss of commissions for past and future sales and ~~would~~could otherwise harm our business, operating results and financial condition. Changes to the laws, regulations and guidelines relating to the sale of Medicare plans, their interpretation or the manner in which they are enforced could impact the manner in which we conduct our Medicare business, our ecommerce platforms or our sale of Medicare plans, or we could be prevented from operating aspects of our Medicare ~~revenue generating~~revenue-generating activities altogether, which would harm our business, operating results and financial condition. We have received, and may in the future receive, inquiries from CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations. Inquiries and proceedings initiated by the government could adversely impact our health insurance licenses, require us to pay fines, require us to modify marketing and business practices, result in litigation and otherwise harm our business, operating results or financial condition.

In May 2021, CMS changed its process for the submission and approval of marketing materials related to Medicare Advantage and Medicare Part D prescription drug plans. The practical application of the previous process allowed for a lead carrier to handle most of the review and filing of Medicare plan marketing materials with CMS. The new process requires each carrier to approve of each filed marketing material and has resulted in a more complicated and time-consuming process to get our marketing material filed with CMS and through the process with carriers. In October 2021, CMS issued new guidance that significantly broadens the types of marketing materials that we are required to file with CMS, including the requirement to file certain generic marketing materials that refer to the benefits or costs of Medicare Advantage or Medicare Part D prescription drug plans but that do not specifically mention a health insurance carrier's name or a specific plan. As a result, we now submit to each Medicare Advantage and Medicare Part D prescription drug plan carrier with which we have a relationship a significantly larger number of marketing materials than we have in the past. We may not be able to use certain marketing materials and implement our marketing programs effectively if CMS or a health insurance carrier has comments or disapproves of our marketing materials. If we do not timely file the additional marketing materials with CMS or if health insurance carriers do not adapt to the new CMS requirements or increase the efficiency with which they review our marketing material, it could harm our sales and also harm our ability to efficiently change and implement new or existing marketing material, including call center scripts and our websites, which could harm our business, operating results and financial condition. If we or our marketing partners are not successful in timely receiving health insurance carrier or CMS approval of our marketing materials, or if a health insurance carrier refuses to accept enrollments relating to specific materials or marketing endeavors, we could be prevented from implementing our Medicare marketing and sales initiatives, which could harm our business, operating results and financial condition, particularly if such delay or non-compliance occurs during the Medicare annual enrollment period or the Medicare Advantage open enrollment period.

In June 2022, CMS released final versions of the rules initially proposed in January 2022, which included several new provisions aimed at Third Party Marketing Organizations. The final rules require us and our marketing partners to implement additional verbal and written disclaimers and require us to implement further oversight measures over our marketing partners, beginning with the Medicare annual enrollment period in 2022. Given the adoption of these rules, we may incur additional costs to generate and convert leads from our marketing partners, as well as additional administrative costs, which could adversely affect our business, operating results and financial condition. In addition, we are required to file marketing partner marketing materials relating to Medicare Advantage

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and Medicare Part D prescription drug plans with CMS, and health insurance carriers must review and approve the marketing materials.

In October 2022, CMS announced that in response to concerns about certain marketing practices in the Medicare marketplace, it would, among other things, be increasing review of certain marketing materials and practices and, beginning January 1, 2023, television advertisements will no longer be eligible for the CMS file and use process and instead will be subject to a more time-consuming review process. Compliance with these evolving laws and regulations may involve significant costs or require changes in our business practices that could have adverse impact on our business, operating results, financial condition and prospects. Non-compliance could also result in fines, damages, prohibitions on the conduct of our business, and damage to our reputation.

In December 2022, CMS announced proposed rules which are expected to come into effect in 2023 that may impose an additional burden on our business and otherwise harm our business results. For example, such proposed rules, among other things, require us and our partners to provide to consumers additional disclaimers that may direct them away from our enrollment platform and towards government owned or operated enrollment channels or other platforms, add complications to the Medicare marketing material filing and review process, prohibit marketing organizations including our referral partners from sharing personal data commonly shared for referrals, increase CMS and insurance carrier monitoring of agents and brokers such as us, add requirements on agents enrolling beneficiaries in Medicare plans, limit marketing of plan benefits and cost savings, require lengthy new disclosures that make certain forms of marketing infeasible, require a 48-hour waiting period between initial contact with a beneficiary and enrolling that beneficiary, and limit the time we may contact beneficiaries about Medicare plan options to six months after the beneficiary gives us permission for such contact.

Changes and developments in the health insurance industry or system, ~~as a result of health care reform~~including changes in laws and regulations, could harm our business, operating results and financial condition.

The ~~United States~~U.S. health insurance system, including the Medicare program, is subject to a changing regulatory ~~environment.~~environment at both the federal and state level. The future financial performance of our business will depend in part on our ability to adapt to regulatory developments.For example, the ~~federal Patient Protection and~~ Affordable Care Act ~~of 2010~~ and related regulatory reforms have and will continue to change the industry in which we operate in substantial ~~ways. The implementation of health care reform has increased,~~ways, including by increasing competition and ~~could further increase, our competition~~limiting the ways in which we can operate. Legislative or regulatory changes to the ~~individual~~Medicare program have and family health insurance market, reduce demand for the health insurance for individuals and families that we sell, decrease the number of health insurance plans that we sell as well as the number of health insurance carriers offering them, cause carriersmay continue to ~~increase premiums or reduce commissions and other amounts they pay for our services, any of which could materially harm our business, operating results and financial condition. These and other~~have similar impacts ~~of health care reform caused a significant decline in our individual and family plan and revenue membership and other changes in the future could have a similar impact~~ on our Medicare ~~related health~~business. In addition, each state regulates its insurance market, including by regulating the ability of insurance companies to set premiums and prohibiting brokers and agents such as eHealth from competing in certain ways such as offering price reductions and rebates or marketing in certain ways. All these state regulations are also subject to periodic change. Such regulatory changes at either the federal or state level may negatively impact our business. Our business, operating

results, financial condition and prospects may be materially and adversely affected if we are unable to adapt to ~~developments in healthcare reform in the United States.~~

The Affordable Care Act contains a mandate requiring individuals to maintain health insurance plans that comply with the Affordable Care Act or face a tax penalty. As a part of the tax reform law that came into effect in December 2017, the tax penalty for violating the mandate was set at zero effective in 2019, essentially repealing it. The essential repeal of the individual mandate could cause individuals to determine not to purchase or maintain individual and family health insurance and could cause carriers to increase premiums, reduce commissions or exit the business of selling individual and family health insurance, any of which would adversely impact our business, operating results and financial condition.

Since the enactment of the Affordable Care Act, there have been judicial and Congressional challenges to certain aspects of the law. In December 2018, a federal district court in Texas determined that the individual mandate in the Affordable Care Act is unconstitutional, because it was not within Congress’s tax power or interstate commerce power. It also determined that the remaining provisions of the Affordable Care Act were inseverable and therefore invalid. The court, however, did not rule that the operation of the Affordable Care Act be enjoined, so the law continues to operate until determined otherwise by the court or an appellate court. The Fifth Circuit Court of Appeals agreed with the district court that the mandate is unconstitutional, but remanded the case back to the district court to address whether the unconstitutionality of the mandate should impact the rest of the law. In March 2020, the Supreme Court agreed to review the case, including whether the individual mandate is unconstitutional, and if the mandate is unconstitutional whether the rest of the Affordable Care Act can survive. Oral argument of the case before the Supreme Court occurred and we are awaiting the court's decision. If the Affordable Care Act were finally determined to be unconstitutional and no longer operated, it is unclear what impact it or its replacement would have on our business. However, it or its replacement could adversely impact our business, operating results and financial condition.regulatory changes.

Our business depends upon the private sector of the ~~United States~~U.S. health insurance system, which is subject to a changing environment. Changes and developments in the health insurance system and Medicare program in the United States could reduce demand for our services and harm our business. Ongoing ~~healthcare~~health care reform efforts and measures may expand the role of government-sponsored coverage, including proposals for single payer or so called “Medicare-for-All” or other proposals that may have the effect of reducing or eliminating the market for our current range of health insurance products, which could have far-reaching implications for the health insurance industry if enacted. Some proposals would seek to eliminate the private marketplace while others would expand a government-sponsored option to a larger ~~population.~~population or otherwise increase government oversight or competition in the sector. We are unable to predict the full impact of ~~healthcare~~health care reform initiatives or other regulatory changes on our operations in light of the uncertainty of whether initiatives will be successful and the uncertainty regarding the terms and timing of any provisions enacted and the impact of any of those provisions on various healthcare and insurance industry participants. Changes to the Medicare program or the broader health insurance system as a result of ~~the change in the balance of power in Congress~~elections or ~~as a result of the Biden administration~~political developments could harm our business, operating results and financial condition. In the event that laws, regulations or rules that eliminate or reduce private sources of health insurance or Medicare are adopted, the demand for our products could be adversely impacted, and our business, operating results and financial condition would be harmed.

~~From time to time we are subject to various legal proceedings which could adversely affect our business.~~

We are, and may in the future become, involved in various legal proceedings and governmental inquiries, including labor and employment-related claims, claims relating to our marketing or sale of health insurance, intellectual property claims and claims relating to our compliance with securities laws. Any claims asserted against us, with or without merit, could be time-consuming, expensive to settle or litigate and divert management’s attention and other resources. These claims also could subject us to significant liability for damages and harm our reputation. Our insurance and indemnities may not cover all claims that may be asserted against us. If we are unsuccessful in our defense in these legal proceedings, we may be forced to pay damages or fines, enter into consent decrees, stop offering our services or change our business practices, any of which would harm our business, operating results or financial condition.

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Our success in selling health insurance is dependent in part on the actions of federal and state governments. Changes in the laws and regulations governing the offer, sale and purchase of health insurance could harm our business and operating results.

The laws and regulations governing the offer, sale and purchase of health insurance are complex and subject to change, and future changes may be adverse to our business. For example, a long-standing provision in most applicable state laws that we believe is advantageous to our business is that once health insurance premiums are set by the carrier and approved by state regulators, they are fixed and not generally subject to negotiation or discounting by insurance companies or agents. Additionally, state regulations generally prohibit carriers, agents and brokers from providing financial incentives, such as rebates, to their members in connection with the sale of health insurance. As a result, we do not currently compete with carriers or other agents and brokers on the price of the health insurance plans offered on our website. ~~If these~~Changes in, or enforcement of, or compliance with, such regulations ~~change, we~~ could ~~be forced to reduce prices~~impact consumers' demand for our services or provide rebates or other incentives for the health insurance plans sold through our ecommerce platform, which would harm our business, operating results and financial condition. In addition, a federal law was recently passed that requires disclosure of commissions paid to us to the purchaser of small business, major medical individual and family and short-term health insurance plans.~~The provisions of the law have not gone into effect.It is unclear what impact the law will have when it goes into effect, but it could~~ cause health insurance carriers to lower our commission rates, which could reduce our revenue.

~~States~~From time to time we are subject to various legal proceedings which could adversely affect our business.

We are, and ~~federal governments~~ may ~~adopt laws~~in the future become, involved in various legal proceedings and ~~regulations that are adverse~~governmental inquiries, including labor and employment-related claims, claims relating to our ~~business, including laws and regulations that impact the types~~marketing or sale of health insurance, ~~coverage available~~intellectual property claims and claims relating to ~~consumers,~~our compliance with securities laws. For example, in January 2022, we received a subpoena from the ~~product features~~U.S. Attorney's Office for the District of Massachusetts, seeking, among other things, information regarding our arrangements with insurance carriers, and ~~benefits, our marketing and selling of plans and the role and compensation of agents and brokers~~we may receive similar inquiries in the ~~sale~~future. Such inquiries and any other claims asserted against us, with or without merit, may be time-consuming, may be expensive to address and may divert management’s attention and other resources. These claims also could subject us to significant liability for damages, jeopardize our licenses to operate and harm our reputation. Our insurance and indemnities may not cover all claims that may be asserted against us. If we are unsuccessful in our defense in these legal proceedings, we may be forced to pay damages or fines, enter into consent decrees, stop offering our services or change our business practices, any of ~~health insurance.~~

~~Changes to the rules and regulations that apply to our sale of Medicare related health insurance are more likely given that the Biden administration recently took office.CMS may change the rules and regulations applicable to us in connection with our Medicare plan business, and those changes could~~which would harm our business, operating results ~~and~~or financial condition.~~The Biden administration has also indicated that it is in support of changes to the Affordable Care Act.~~It is difficult to predict what changes the Biden administration may make in the rules and regulations relating to our sale of the products that we sell, but the changes could harm our business, operating results and financial condition.

IfWe may be unable to operate our business if we fail to maintain our health insurance licenses and otherwise comply with the numerous ~~stateinsurance~~laws and regulations ~~that are~~ applicable to the sale of health ~~insurance, our business and operating resultscould be harmed.~~insurance.

We are required to maintain a valid license in each state in which we transact health insurance business and to adhere to sales, documentation and administration practices specific to that state. We must maintain our health insurance licenses to continue selling plans and to continue to receive commissions from health insurance carriers. In addition, each employee who transacts health insurance business on our behalf must maintain a valid license in one or more states. Because we do business in all 50 states and the District of Columbia, compliance with health insurance-related laws, rules and regulations is difficult and imposes significant costs on our business. Each jurisdiction’s insurance department typically has the power, among other things, to:

•grant, limit, suspend and revoke licenses to transact insurance business;

•conduct inquiries into the insurance-related activities and conduct of agents and agencies;

•require and regulate disclosure in connection with the sale and solicitation of health insurance;

•authorize how, by which personnel and under what circumstances insurance premiums can be quoted and published and an insurance policy sold;

•approve which entities can be paid commissions from carriers and the circumstances under which they may be paid;

•regulate the content of insurance-related advertisements, including web pages, and other marketing practices;

•approve policy forms, require specific benefits and benefit levels and regulate premium rates;

•impose fines and other penalties; and

•impose continuing education requirements.

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Due to the complexity, periodic modification and differing interpretations of ~~state~~ insurance laws and regulations, we may not have always been, and we may not always be, in compliance with them. New ~~state insurance~~ laws, regulations and guidelines also may not be compatible with the sale of health insurance over the Internet or with various aspects of our platform or manner of marketing or selling health insurance plans. Failure to comply with insurance laws, regulations and guidelines or other laws and regulations applicable to our business could result in significant liability, additional department of insurance licensing requirements, required modification of our advertising and business practices, changes to our existing technology or platforms, the limitation, suspension and/or revocation of our licenses ~~in a particular jurisdiction,~~to sell health insurance, termination of our relationship with health insurance carriers orand loss of commissions and/or our inability to sell health insurance plans, which would harm our business, operating results and financial condition. Moreover, an adverse regulatory action in one jurisdiction could result in penalties and adversely affect our license status, business or reputation in other jurisdictions due to the requirement that adverse regulatory actions in one jurisdiction be reported to other jurisdictions. Even if the allegations in any regulatory or other action against us are proven false, any surrounding negative publicity could harm consumer, marketing partner or health insurance carrier confidence in us, which could significantly damage our brand. In addition, as we expand our product base, we may be subject to additional laws and regulations.

Increasing regulatory focus on privacy and security issues and expanding laws could impact our business and expose us to increased liability.

Our business is subject to ~~security risks and, if we experience cyberattacks, security breaches or are otherwise unable to safeguard~~emerging privacy laws being passed at the ~~security and privacy of confidential data, including personal health information, our business will be harmed.~~

state level that create unique compliance challenges. Our services involve the collection and storage of confidential and personally identifiable information of consumers and the transmission of ~~this~~certain personal information to their chosen health insurance carriers and to the government. For example, we collect names, addresses, credit card and social security numbers and ~~protected~~ health information such as information regarding ~~the medical history~~consumers' prescription drugs and providers. We also hold a significant amount of ~~consumers.~~personal information relating to our current and former employees. As a result, we are subject to various ~~laws~~state and ~~regulations~~federal laws and contractual requirements regarding the ~~collection, maintenance, protection,~~access, use ~~transmission,~~and disclosure ~~and disposal~~ of ~~sensitive~~ personal information. We also hold a significant amount of information relating to our current and former employees. We cannot guarantee that our facilities and systems, and those of our third party service providers, will be free of security breaches, cyberattacks, acts of vandalism, computer viruses, malware, misplaced or lost data, programming and/or human errors or other similar events. Compliance with ~~privacy~~state and ~~security~~federal privacy-related laws, ~~requirements and regulations,~~ particularly new state legislation such as the California Consumer Privacy Act, ~~may~~and increasingly robust industry standard security frameworks will result in cost increases due to ~~new constraints on our business,~~an increased need for privacy compliance, oversight and monitoring, and the development of new processes ~~the~~to effectuate and demonstrate compliance. The effects of potential non-compliance by us or ~~third party~~third-party service providers, and enforcement ~~actions. We~~actions, may ~~be required~~result in increased costs to ~~expend significant amounts~~our business and ~~other resources~~reputational harm. The privacy legislation landscape is rapidly evolving on a state-by-state basis that creates challenges for businesses to ~~protect against security breaches~~comply with the new legal obligations in a systematic fashion. For example, Virginia, Colorado and California have new privacy legislation that came or ~~to alleviate problems caused by security breaches. Despite~~will come into effect in 2023; however, these laws have differing consumer rights and business obligations, differing obligations on data controllers and differing enforcement mechanisms. These new legal operations may change the way we conduct our ~~implementation~~business and may harm our results of security measures, techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, our third party service providers may cause security breaches for which we are responsible.operations and financial condition.

Any ~~compromise~~perception that our practices, products or ~~perceived compromise of our security~~services violate individual privacy or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services anddata protection rights may subject us to ~~significant liability and expense as well as regulatory~~public criticism, class action ~~and~~ lawsuits, reputational harm, or investigations or claims by regulators, industry groups or other third parties, all of which ~~would harm~~could disrupt or adversely impact our business ~~operating results~~ and ~~financial condition. The COVID-19 pandemic generally is increasing the attack surface available~~expose us to ~~criminals, as more companies and individuals work remotely and otherwise work online.Consequently, the risk of a cybersecurity incident has increased. We cannot provide assurances that our preventative efforts, or those of our vendors or service providers, will be successful.~~increased liability. In ~~addition, in~~ the event that additional data privacy or data security laws are implemented, or our health insurance carrier or other partners determine to impose requirements on us relating to

data privacy security, we may not be able to timely comply with such requirements or such requirements may not be compatible with our current processes. Changing our processes could be ~~time consuming~~time-consuming and expensive, and failure to timely implement required changes could result in our inability to sell health insurance plans in a particular jurisdiction or for a particular health insurance carrier or subject us to liability for non-compliance, any of which would damage our business, operating results and financial condition. ~~For instance, health~~Health insurance carriers that we work with may ~~require us to be compliant with additional security standards in order to accept credit card information from consumers or~~also require us to comply with additional privacy and data security standards to do business with us at all. Compliance with privacy and data security standards is regularly assessed, and we may not always be compliant with the standards. If we are not in compliance, we may not be able to accept ~~credit card~~ information from consumers, ~~or conduct health insurance business,~~ and our relationship with health insurance carriers could be adversely impacted or terminated, which would harm our business, operating results and financial condition.

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Any legal liability, regulatory penalties, complaints or negative publicity ~~for~~related to the information on our website or that we otherwise provide could harm our business, operating results and ~~operating results.~~financial condition.

We provide information on our website, through our customer care centers, in our marketing materials and in other ways regarding health insurance in general and the health insurance plans we market and sell, including information relating to insurance premiums, coverage, benefits, provider networks, exclusions, limitations, availability, plan comparisons and insurance company ratings. A significant amount of both automated and manual effort is required to maintain the considerable amount of insurance plan information on our website. We also use the information provided on our website and otherwise collected by us to publish reports designed to educate consumers, facilitate public debate, and facilitate reform at the state and federal level. If the information we provide on our website, through our customer care centers, in our marketing materials or otherwise is not accurate or is construed as misleading, or if we do not properly assist individuals and businesses in purchasing health insurance, members, health insurance carriers and others could attempt to hold us liable for damages or require us to take corrective actions, our relationships with health insurance carriers could be terminated or impaired and regulators could attempt to subject us to penalties, force us to stop using our websites, marketing material or certain aspects of them, revoke our licenses to transact health insurance business in a particular jurisdiction, and/or compromise the status of our licenses to transact health insurance business in other jurisdictions, which could result in our loss of our commission revenue and harm our business, operating results and financial condition.

In the ordinary course of operating our business, we and our health insurance carrier partners have received complaints that the information we provided was not accurate or was misleading. We have received, and may in the future receive, inquiries from health insurance carriers, CMS or state departments of insurance regarding our marketing and business practices and compliance with laws and regulations. ~~Although in the past~~For example, some inquiries have focused on whether we have resolved these complaints and governmental inquiries without significant financial cost or impact to our brand or reputation, we cannot guarantee that we will be able to do so in the future. Our sales ofprovide sufficient disclosure for certain product types, such as short-term health ~~insurance plans that lack the same benefits as major medical health insurance plans may increase the risk that we receive complaints regarding our marketing~~insurance. These types of inquiries and ~~business practices due to the potential for consumer confusion between short-term health insurance and major medical health insurance. In addition, these types of~~associated claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, could impact our relationships with health insurance carriers and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully resolve these claims, they could harm our business, operating results and financial condition.

Our business could be harmed if we are unable to contact our consumers or market the availability of our products through specific channels.

We use email and telephone, among other channels, to market our services to potential members and as the primary means of communicating with our existing members. The laws and regulations governing the use of email and telephone calls for marketing purposes continue to evolve, and changes in technology, the marketplace or consumer preferences may lead to the adoption of additional laws or regulations or changes in interpretation of existing laws or regulations. If new laws or regulations are adopted, or existing laws and regulations are interpreted or enforced, to impose additional restrictions on our ability to send email or telephone messages to our members or potential members, we may not be able to communicate with them in a cost-effective manner. In addition to legal restrictions on the use of email, Internet service providers, ~~e-mail~~email service providers and others attempt to block the transmission of unsolicited email, commonly known as “spam.” Many Internet and ~~e-mail~~email service providers have relationships with organizations whose purpose it is to detect and notify the Internet and ~~e-mail~~email service providers of entities that the organization believes is sending unsolicited ~~e-mail.~~email. If an Internet or ~~e-mail~~email service provider

identifies email from us as “spam” as a result of reports from these organizations or otherwise, we can be placed on a restricted list that will block our email to members or potential members.

We use telephones to communicate with customers and prospective customers, and some of these communications may be subject to the Telephone Consumer Protection Act ~~or TCPA,~~("TCPA") and other telemarketing laws. The TCPA and other laws, including state laws, relating to telemarketing restrict our ability to market using the telephone in certain respects. For instance, the TCPA prohibits us from using an automatic telephone dialing system or prerecorded or artificial voices to make certain telephone calls to consumers without prior express written consent. We have policies in place to comply with the TCPA and other telemarketing laws. However, ~~despite our legal compliance,~~ we have been in the past, and may in the future become, subject to claims that we have violated the TCPA. The TCPA provides for statutory damages of $500 for each violation and $1,500 for each willful violation. In the event that we were found to have violated the TCPA, our business, operating results and financial condition could be harmed. In addition, telephone carriers may block or put consumer warnings on calls originating from call centers. Consumers increasingly screen their incoming emails and telephone calls, including by using screening tools and warnings, and

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therefore our members or potential members may not reliably receive our emails or telephone ~~messages.~~messages, whether or not such messages constitute marketing. If we are unable to communicate effectively by email or telephone with our members and potential members as a result of legislation, legal or regulatory actions, blockage, screening technologies or otherwise, our business, operating results and financial condition would be harmed.

Risks Related to Finance, Accounting and Tax Matters

Our operating results will be impacted by factors that impact our estimate of the constrained LTV of commissions per approved member.

~~Effective January 1, 2018, we adopted Accounting Standards Update 2014-09,~~ ~~Revenue from Contracts with Customers (ASC 606). As a result of the adoption of ASC 606, we~~We recognize revenue for plans approved during the period by applying the latest estimated constrained LTVs for that product. Constrained LTVs are estimates and are based on a number of assumptions, which include, but are not limited to, estimates of the conversion rates of approved members into paying members, forecasted average plan duration and forecasted ~~commission rates~~commissions we expect to receive per approved member's plan. These assumptions are based on historical trends and require significant judgment by our management in interpreting those trends and in applying the constraints. Changes in our historical trends will result in changes to our constrained LTV estimates in future periods and therefore could adversely affect our revenue and financial results in those future periods. As a result, negative changes in the factors upon which we estimate constrained LTVs, such as reduced conversion of approved members to paying members, increased health insurance plan terminations or a reduction in the lifetime commission amounts we expect to receive for selling the plan to a member or other changes could harm our business, operating results and financial condition. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to commission receivables. In addition, if we ultimately receive commission payments that are less than the amount we estimated when we recognized commission revenue, we would need to write off the remaining commission receivable balance, which would adversely impact our business, operating results and financial condition.

The rate at which approved members become paying members is a significant factor in our estimation of constrained LTVs. To the extent we experience a decline in the rate at which approved members turn into our paying members, our business, operating results and financial condition would be harmed.

The forecasted average plan duration is another important factor in our estimation of constrained LTV. ~~We receive commissions from health insurance carriers for health insurance plans sold through us.~~ When ~~one of these plans~~a plan is canceled, or if we otherwise do not remain the agent on the policy, we no longer receive the related commission payment. Our forecasted average plan duration and health insurance plan termination rate are calculated based on our historical data by plan type. As a result, a reduction in our forecasted average plan duration or an inability to produce accurate forecasted average plan duration may adversely impact our business, operating results and financial condition.

Commission rates are also a significant factor in our estimation of constrained LTVs. The commission rates we receive are impacted by a variety of factors, including the particular health insurance plans chosen by our

members, the carriers offering those plans, our members’ states of residence, the laws and regulations in those jurisdictions, the average premiums of plans purchased through us and health care reform. Our commission revenue per member has in the past decreased, and could in the future decrease, as a result of reductions in contractual commission rates, a change in the mix of carriers whose products we sell during a given period, and increased health insurance plan termination rates, all of which are beyond our control and may occur on short notice. To the extent these and other factors cause our commission revenue per member to decline, our revenue may decline and our business, operating results and financial condition would be harmed. Given that Medicare-related and individual and family health insurance purchasing is concentrated during enrollment periods, we may experience a shift in the mix of Medicare-related and individual and family health insurance products selected by our members over a short period of time. Any reduction in our average commission revenue per member caused by such a shift or otherwise would harm our business, operating results and financial condition.

The determination of constraints is also a factor that requires significant management judgment. Constraints are applied to LTVs for revenue recognition purposes and help ensure that the total estimated lifetime commissions expected to be collected from an approved member's plan are recognized as revenue only to the extent that is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. We determine

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the constraint for each product by comparing prior calculations of LTV to actual cash received and review the reasons for any variations. We then apply judgment in assessing whether the difference between historical cash collections and LTV is representative of differences that can be expected in future periods. We also analyze whether circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can impact the amount of cash expected to be collected in future periods including but not limited to commission rates, carrier mix, plan duration, changes in laws and regulations and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. We evaluate the appropriateness of our constraints on an ongoing basis, and we update our assumptions when we observe a sufficient amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed. If we underestimate the initial constraint applied to LTVs, we might be required to increase the constraint or record an impairment in a future period which would harm our business, operating results and financial condition.

~~The closing of the financing transaction~~Our agreements with ~~the purchaser of~~ our ~~Series A~~lender and convertible preferred stock is subject to terms and conditions, many of which are outside our control. We may experience delays and difficulties with the closing of the transaction and no assurance can be given that it will close. The failure to close the transaction could adversely impact our future liquidity and our financial condition.

On February 17, 2021, we entered into an investment agreement pursuant to which we have agreed to issue to a purchaser at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate purchase price of $225 million (the “Private Placement”). The Private Placement is subject to closing conditions, including, among others: (i) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the Private Placement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the confirmation by Nasdaq that it has no objection to the terms and conditions of the Private Placement; and (iii) the determination that consummation of the Private Placement would not cause our outside auditor to no longer be deemed independent under the rules and regulations of the Securities and Exchange Commission or the Public Company Accounting Oversight Board. While we intend to actively pursue the steps necessary to fulfill our closing conditions, some of the conditions are outside of our control and it is possible that not all of the closing conditions to the Private Placement will be satisfied. The failure to close the Private Placement could adversely impact our future liquidity and financial condition.

~~The issuance of shares of our Series A preferred stock dilutes the ownership and relative voting power of holders of our common stock and may adversely affect the market price of our common stock.~~

As of February 17, 2021, the common stock to be issued to the purchaser of our Series A preferred stock upon closing of the transaction in the Private Placement represent approximately 8.8% of our outstanding common stock on an as-converted basis. The Series A preferred stock is convertible at the option of the holders at any time after May 31, 2021 into shares of common stock based on the conversion rate set forth in the certificate of

designations for the Series A preferred stock, which conversion would dilute the ownership interest of existing holders of our common stock. In addition, because holders of our Series A preferred stock are entitled to vote, on an as-converted basis, together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A preferred stock effectively reduces the relative voting power of the holders of our common stock.

Any sales in the public market of the common stock issuable upon conversion of the Series A preferred stock could adversely affect prevailing market prices of our common stock. Pursuant to the investment agreement, holders of our Series A preferred stock will receive customary resale registration rights for common stock issued upon conversion of the Series A preferred stock upon closing. Any resale of our common stock would increase the number of shares of our common stock available for public trading. Sales by our Series A preferred stockholder of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

Our Series A preferred stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, result in the interests of holders of our Series A preferred stock differing from those of our common stockholders and make an acquisition of us more difficult.

Holders of our Series A preferred stock have (i) a liquidation preference (ii) rights to dividends, which are senior to all of our other equity securities, (iii) redemption rights on or after the sixth anniversary of the closing of the Private Placement and (iv) the right to require us to repurchase any or all of their Series A preferred stock in connection with certain change of control events, each subject to the terms, conditions and exceptions contained in the certificate of designations.

These dividend and share repurchase and redemption obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, and other general corporate purposes. Our obligations to the purchaser of our Series A Preferred Stock, as the initial holder of our Series A preferred stock, could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. The preferential rights could also result in divergent interests between the Series A preferred stockholder and holders of our common stock. Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A preferred stock, which could have the effect of making an acquisition of our company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to our stockholders.

~~The purchaser of our Series A preferred stock may exercise influence over us, including through its ability to designate a director on our board of directors.~~

The investment agreement contains certain negative operating covenants which we have agreed to comply with following closing of the Private Placement and for so long as the purchaser continues to own at least 30% of the shares of Series A preferred stock issued to it in the Private Placement.

Further, the terms of the investment agreement will entitle the initial purchaser of our Series A preferred stock to nominate one individual for election to our board of directors so long as the purchaser continues to own at least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it in the Private Placement. In addition, if we fail to maintain certain levels of commissions receivable and liquidity, the purchaser will be entitled to nominate one additional director. The director designated by the purchaser will also be entitled to serve on committees of our board of directors, subject to applicable law and stock exchange rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the director designated by the purchaser of our Series A preferred stock may differ from the interests of our security holders as a whole or of our other directors.

~~Our debt obligations~~investors contain restrictions that impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.

~~We are~~On February 28, 2022, we entered into a term loan credit agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and other lenders party ~~to a~~thereto, which was amended on August 16, 2022 (as amended, the "Credit Agreement"). The Credit Agreement provides us with $70 million in term loans. In connection with entering into the Credit Agreement, we terminated our credit agreement with Royal Bank of Canada and other lenders that ~~enables~~provided us ~~to borrow~~with an up to $75 million ~~pursuant to a~~ revolving credit facility. ~~This credit agreement~~The Credit Agreement contains certain mandatory prepayment triggers and imposes certain covenants and restrictions on our business and our ability to obtain additional financing. ~~As of December 31, 2020, we had no outstanding debt under our revolving credit facility.~~

The ~~credit agreement~~Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations. The ~~credit agreement~~Credit Agreement also contains restrictions that ~~subject to certain exceptions,~~ limit our ability to, ~~merge or consolidate, sell or transfer assets outside the ordinary course of business,~~among other things, incur debt, grant liens, make certain ~~types of investments and~~ restricted payments, ~~pay dividends, incur additional indebtedness, grant liens, or~~make fundamental changes, sell assets, transact with affiliates, enter into ~~transactions with affiliates without the lender’s consent.~~burdensome agreements, prepay certain indebtedness or modify our organizational documents, in each case, subject to certain exceptions. Further, the ~~credit agreement~~Credit Agreement contains a financial ~~covenant~~covenants requiring ~~the Company~~us to (x) maintain a minimum level of ~~excess availability~~liquidity as of the end of each month and (y) maintain a ratio such that the outstanding amount of obligations under the Term Loan Credit Agreement at the end of any ~~time.~~month does not exceed 50% of the value of certain commissions receivable as of the end of such month. The ~~facility contains~~ events of default ~~including,~~under the Credit Agreement include, among ~~others, non-payment~~other things and subject to grace periods in certain instances, payment defaults, ~~inaccuracy~~cross defaults with certain other material indebtedness, breaches of covenants or representations and warranties, ~~covenant defaults, cross-defaults to other indebtedness, judgment defaults, collateral defaults,~~changes in control of our company, certain bankruptcy and insolvency ~~defaults~~events with respect to us and our subsidiaries, a ~~change~~restriction on all or a material portion of ~~control default.~~our business and the indictment of us or any subsidiary (or any senior officer thereof), or criminal proceedings against the same, which could result in a forfeiture of a material portion of our and our subsidiaries properties.

If we experience a decline in cash flow due to any of the factors described in this ~~“Risk Factors”~~Risk Factors section or otherwise, we could have difficulty paying interest and principal amounts due on our indebtedness and meeting the financial covenants set forth in our ~~loan facility.~~Credit Agreement. If we are unable to generate sufficient cash flow or otherwise obtain the funds necessary to make required payments under the ~~credit facility,~~Credit Agreement, or if we fail to comply with the requirements of our indebtedness, we could default under our ~~credit facility.~~Credit Agreement. Any default that is not ~~cured or~~ waived could result in the acceleration of the obligations under the ~~credit facility,~~Credit Agreement, an increase in the applicable interest rate under the credit facility, and would permit our lender to exercise rights and remedies with respect to all of the collateral that is securing the ~~credit facility,~~Credit Agreement, which includes substantially all of our assets. Any such default could materially adversely affect our liquidity and financial condition.

On February 17, 2021, we entered into an investment agreement with Echelon Health SPV, LP ("H.I.G."), pursuant to which H.I.G. purchased 2.25 million of Series A Preferred Stock for an aggregate price of $225 million. The investment agreement with H.I.G could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. As of the date of this report, pursuant to the terms of our investment agreement with H.I.G., we must obtain the consent of H.I.G. in order to incur any indebtedness, which could limit our ability to obtain additional financing, until our adjusted EBITDA for the trailing four quarters increases.

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Even if we comply with all of the applicable covenants, the restrictions on the conduct of our business imposed by our lender or H.I.G. could materially adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that may be beneficial to the business. Even if the ~~credit facility~~Credit Agreement were terminated, additional debt we could incur in the future may subject us to similar or additional covenants, which could place restrictions on the operation of our business. Similarly, our investment or financing arrangement with any future investors may subject us to similar or additional covenants.

Operating and growing our business is likely to require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer.

Operating and growing our business is expected to require further investments in our business. We have generated negative cash from operating activities and may continue to generate negative cash from operating activities in the future. We may from time to time seek to raise additional capital through debt and/or equity financing to pursue strategic initiatives or make investments in our business. If we seek to raise funds through debt or equity financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to our stockholders or higher levels of leverage. Our Credit Agreement and our investment agreement with H.I.G. contain restrictions that limit our ability to incur additional indebtedness, issue certain types of equity securities with rights and preferences senior to or pari passu with our Series A Preferred Stock, make certain types of investments or obtain additional financing. Pursuant to the terms of our investment agreement with H.I.G., we must obtain the consent of H.I.G. in order to incur any indebtedness, which could limit our ability to obtain additional financing until our adjusted EBITDA for the trailing four quarters increases. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to pursue our business objectives and to respond to business opportunities or challenges could be harmed, and our business, operating results and financial condition could be materially and adversely affected.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business and our stock price.

We have a complex business organization. Ensuring that we have adequate internal financial and accounting controls and procedures in place to help ensure that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently and is complicated by the expansion of our business operations and changing accounting requirements. Our management, including our chief executive officer and chief financial officer, does not expect that our internal control over financial reporting will prevent all errors or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We cannot assure that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations or result in material

misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price and potential lawsuits against us.

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Changes in our provision for income taxes or adverse outcomes resulting from examination of our income or other tax returns or changes in tax legislation could adversely affect our results.

Our provision for income taxes is subject to volatility and could be adversely affected by earnings differing materially from our projections, changes in the valuation of our deferred tax assets and liabilities, tax effects of stock-based compensation, or adverse outcomes as a result of tax examinations or by changes in tax laws, regulations, accounting principles, including accounting for uncertain tax positions, or interpretations thereof.

To the extent that our provision for income taxes is subject to volatility or adverse outcomes as a result of tax examinations, our operating results could be harmed. Significant judgment is required to determine the recognition and measurement attribute prescribed in U.S. generally accepted accounting principles ~~or GAAP,~~ relating to accounting for income taxes. In addition, we are subject to examinations of our income tax returns by the Internal Revenue Service ~~or IRS,~~ and other tax authorities. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There may be exposure that the outcomes from these examinations will have an adverse effect on our operating results and financial condition.

Our ability to use net operating losses to offset future taxable income may be subject to certain limitations.

We have net operating loss carryforwards for federal and state income tax purposes to offset future taxable income. Our federal and state net operating loss carryforwards begin expiring in 2034 and ~~2021,~~2023, respectively. A lack of future taxable income would adversely affect our ability to utilize these net operating loss carryforwards. In addition, utilization of the net operating loss carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and similar state provisions. These ownership change limitations may limit the amount of net operating loss carryforwards and other tax attributes that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change” as defined by Section 382 of ~~the Internal Revenue Code of 1986, as amended, or~~ the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points (by value) of the outstanding stock of a company by certain stockholders. Our ability to use the remaining net operating loss carryforwards may be further limited if we experience a Section 382 ownership change as a result of future changes in our stock ownership.

Risks Related to ~~our~~Our Technology

~~Our ability~~If we fail to ~~sell Medicare-related health insurance plans as a health insurance agent depends upon maintenance of functioning~~properly maintain existing or implement new information ~~technology systems.~~

The success of our Medicare plan customer care center operations is dependent upon information technology systems. Many of our Medicare plan members utilize our customer care center in connection with their purchase of a Medicare plan. CMS rules require that our health insurance agent employees utilize CMS-approved scripts in connection with the sale of Medicare plans and that we record and maintain the recording of telephonic interactions relating to the sale of Medicare plans. We rely on telephone, call recording, customer relationship management and other systems, and technology in our Medicare customer care center operations, and we are dependent upon third parties for some of them, including our telephone and call recording systems. These systems have failed temporarily in the past and may experience additional disruption due to systems upgrades, power

outages, an increase in remote work or other impacts as a result of the COVID-19 pandemic. The effectiveness and stability of our Medicare customer care center systems and technology are critical to our ability to sell Medicare plans, particularly during the Medicare enrollment periods, and the failure or interruption of any of these systems and technology or any inability to handle increased volume would harm our business ~~operating results and financial condition.~~

~~System failures or capacity constraints could harm our business and operating results.~~may be materially adversely affected.

The performance, reliability and availability of our ecommerce ~~and telephony platforms~~platform, cloud contact center and underlying network infrastructures are critical to our financial results, ~~our~~ brand and ~~our~~ relationship with members, marketing partners and health insurance carriers. Although we regularly attempt to enhance our platforms and system infrastructure, system failures and interruptions may occur if we are unable to accurately project the rate or timing of increases in our website or call center traffic or for other reasons, some of which are completely outside our control. We could experience significant failures and interruptions, which would harm our business, operating results and financial condition. If these failures or interruptions occurred during the Medicare annual enrollment period, the Medicare Advantage open enrollment period or during the open enrollment period under health care reform, the negative impact on us would be particularly pronounced.

We rely in part upon third-party vendors, including ~~data center,~~ cloud infrastructure and bandwidth providers, to operate our ecommerce platform and ~~telephony platforms.~~customer care center. Consumers using our website and accessing our services depend upon Internet, online and other service providers for access to our website and services. Our remote employees rely on third-party service providers to access our systems and other agent productivity tools. We cannot predict whether additional network capacity will be available from these vendors as we need it, and our network or our suppliers’ networks might be unable to achieve or maintain a sufficiently high capacity of data transmission. Any ~~system failure that causes an~~significant interruption in access to our call centers or ~~decreases the responsiveness~~our website or increase in our website’s response time as a result of ~~our services would~~these difficulties could impair our revenue-generating capabilities, damage our reputation and our relationship with insurance carriers, marketing partners and existing and potential members, and harm our business, ~~and~~ operating results and ~~damage our reputation.~~financial condition. In addition, any loss of data could result in loss of customers and

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subject us to potential liability. Our ~~facilities~~business operations may also be disrupted if our employees are unable to work from home effectively as a result of technical difficulties experienced by these service providers. Many of these service providers have experienced significant outages, delays and other difficulties in the past and could experience them in the future. If these third parties experience difficulty providing the services we require or meeting our standards for those services, it could make it difficult for us to operate some aspects of our business. Our and our vendors' facilities, database and systems are vulnerable to damage or interruption from human error, fire, floods, earthquakes and other natural disasters, power loss, telecommunications failures, physical or electronic break-ins, computer viruses, cyberattacks, acts of terrorism, other attempts to harm our systems and similar events.

In ~~addition,~~particular, our ~~operations are vulnerable~~customer care center operations' success depends on maintenance of functioning information technology systems. CMS rules require that our health insurance agent employees utilize CMS-approved scripts in connection with the sale of Medicare plans and that we record and maintain the recording of telephonic interactions relating to ~~earthquakes, fire, severe weather conditions, including those brought about by climate change,~~the sale of Medicare plans. We rely on telephone, call recording, customer relationship management and other ~~natural disasters~~systems and technology in our customer care center operations, and we are dependent upon third parties for some of them, including our telephone and call recording systems. These systems have failed temporarily in the ~~San Francisco Bay Area~~past and ~~elsewhere~~may experience additional disruption due to systems upgrades, power outages, an increase in ~~Northern California, China,~~remote work or other events. The effectiveness and stability of our customer care center systems and technology are critical to our ability to sell health insurance plans, particularly during key times, such as the Medicare enrollment periods, and the failure or interruption of any of these systems and technology or any inability to handle increased volume would harm our business, operating results and financial condition.

Our business is subject to security risks and, if we experience a successful cyberattack, a security breach or are otherwise unable to safeguard the confidentiality and integrity of the data we hold, including sensitive personal information, our business will be harmed.

Maintaining the security of our products and services is a critical issue for us, our consumers and health insurance carriers that we work with. Despite our taking precautions, we cannot guarantee that our facilities and systems and those of our third-party service providers, will be free of security breaches, cyberattacks, acts of vandalism, computer viruses, malware, misplaced or lost data, programming and/or human errors or other similar events. We may be required to expend significant amounts and other resources to protect against security breaches or to mitigate and remediate problems caused by security breaches. Techniques used to obtain unauthorized access or to sabotage systems change frequently. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures preemptively. Additionally, our third party service providers may cause security breaches for which we are responsible.

Any compromise or perceived compromise of our security or the security of one of our vendors could damage our reputation, cause the termination of relationships with government-run health insurance exchanges and our members, marketing partners and health insurance carriers, reduce demand for our services and subject us to significant liability and expense as well as regulatory action and lawsuits, any of which would harm our business, operating results and financial condition. The attack surface available to criminals is increasing as more companies and individuals work remotely and otherwise work online.Consequently, the risk of a cybersecurity incident has increased. We cannot provide assurances that our preventative efforts, or those of our vendors or service providers, will be successful. These actual and potential breaches of our security measures and the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees, our customers or their end users, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or the individuals affected to a risk of loss or misuse of this information. This may result in ~~other parts~~litigation and liability or fines, our compliance with costly and time-intensive notice requirements, governmental inquiry or oversight or a loss of ~~the U.S. where we~~customer confidence, any of which could harm our business or damage our ~~outsourced health insurance agents maintain offices.~~

brand and reputation, thereby requiring time and resources to mitigate these impacts.

We may not be able to adequately protect our intellectual property, which could harm our business and operating results.

We believe that our intellectual property is an essential asset of our business and that our technology currently gives us a competitive advantage in the distribution of Medicare-related, individual and family and small business health insurance. We rely on a combination of patent, copyright, trademark and trade secret laws as well

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as confidentiality procedures and contractual provisions to establish and protect our intellectual property rights in the United States. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and our trademarks or patents may be held invalid or unenforceable. Moreover, the law relating to intellectual property is not as developed in China, and our intellectual property rights may not be as respected in China as they are in the United States. We may not be effective in policing unauthorized use of our intellectual property, trade secrets and other confidential information, and even if we do detect violations, litigation may be necessary to enforce our intellectual property rights. Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive, could divert our management’s attention and may result in a court determining that our intellectual property or other rights are unenforceable. If we are not successful in cost-effectively protecting our intellectual property rights, trade secrets and confidential information, our business, operating results and financial condition could be harmed.

Consumers depend upon third-party service providers to access our website and services, and our business and operating results could be harmed as a result of technical difficulties experienced by these service providers.

Consumers using our website and accessing our services depend upon Internet, online and other service providers for access to our website and services. Many of these service providers have experienced significant outages, delays and other difficulties in the past and could experience them in the future. Any significant interruption in access to our call centers or our website or increase in our website’s response time as a result of these difficulties could damage our relationship with insurance carriers, marketing partners and existing and potential members and could harm our business, operating results and financial condition.

Risks Related to Ownership of Our Common Stock

Our future operating results are likely to fluctuate and could fall short of expectations, which could negatively affect the value of our common stock.

Our operating results are likely to fluctuate as a result of a variety of factors, including the factors described elsewhere in this Risk Factors section, many of which are outside of our control. For example and among these factors, the assumptions underlying our estimates of commission revenue as required by ASC 606 may vary significantly over time. As a result, comparing our operating results on a period-to-period basis may not be meaningful and you should not rely on our past results as an indication of our future performance, particularly in light of the fact that our business and industry are undergoing substantial change as a result of health care reform, competition, shifts in carrier and regulator priorities and initiatives we determine to pursue. If our revenue or operating results differ from our guidance or fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. In the past, when our revenue and operating results differed from our guidance and the expectations of investors or securities analysts, the price of our common stock was impacted.

Our actual operating results may differ significantly from our guidance.

From time to time, we have released, and may continue to release guidance in earnings conference calls, earnings releases, or otherwise, regarding our future performance that represents our management's estimates as of the date of release. This guidance, which includes forward-looking statements, has been, and will be, based on projections prepared by our management. Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Our actual results have, and may in the future, vary from our guidance and the variations may be material. In light of the foregoing, investors are urged not to rely upon our guidance in making an investment decision regarding our common stock.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. Among these factors, the assumptions underlying our estimates of commission revenue as required by ASC 606, may vary significantly over time. We may state possible outcomes as high and low ranges. Any range we provide is not intended to imply that actual results could not fall outside of the suggested ranges. Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this ~~“Risk Factors”~~Risk Factors section could result in the actual operating results being different from our guidance, and the differences may be adverse and material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook with analysts and investors and we may decide to suspend guidance at any time. We do not accept any responsibility for any projections or reports published by any such third parties.

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The price of our common stock has been and may continue to be volatile, and the value of your investment could decline.

The trading price of our common stock has been volatile and is likely to continue to fluctuate substantially. For the ~~year~~quarter ended December 31, ~~2020,~~2022, the closing price of our common stock fluctuated from ~~$61.81~~$2.68 to ~~$146.09~~$5.29 per share. The trading price of our common stock depends on a number of factors, including those described in this ~~“Risk Factors”~~Risk Factors section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock since you might be unable to sell your shares at or above the price you paid. Factors that could cause fluctuations in the trading price of our common stock include the following:

•price and volume fluctuations in the overall stock market from time to time, including as a result of ~~the COVID-19 pandemic;~~inflation, or political or geopolitical instability;

•volatility in the market prices and trading volumes of our competitors' shares, including high technology stocks, which have historically experienced high levels of volatility;

•

any new debt and/or equity financing that we undertake to raise additional capital;

•new laws or regulations or new interpretations of existing laws or regulations applicable to our business, including developments relating to the health care industry and the marketing and sale of Medicare plans;

•actual or anticipated changes in our operating results or the growth rate of our business;

•changes in operating performance and stock market valuations of other technology or insurance brokerage companies generally and of our competitors;

•failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;

•sales of shares of our common stock by us or our stockholders;

•announcements by us or our competitors of new products or services;

•the public reaction to our press releases, other public announcements and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•negative publicity about us, including accurate and inaccurate third-party commentary or reports regarding us;

•actual or anticipated developments in our business, our competitors' businesses or the competitive landscape generally;

•our ability to control costs, including our operating expenses;

•litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

•developments or disputes concerning our intellectual property or other proprietary rights;

•announced or completed acquisitions of businesses or technologies by us or our competitors;

•changes in accounting standards, policies, guidelines, interpretations, or principles;

•any significant change in our management; and

•general economic conditions, political instability and slow or negative growth of our markets.

The effect of such factors on the trading market for our stock may be enhanced by the lack of a large and established trading market for our stock. In addition, the stock market in general, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. Additionally, as a public company, we face the risk of shareholder lawsuits, particularly if we experience declines in the price of our common stock. In the past, following periods of volatility in the overall market and the market prices of a particular

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company's securities, securities class action lawsuits have often been instituted against affected companies. We have been, and may in the future be, subject to such legal actions.

The issuance of shares of common stock underlying our convertible preferred stock would dilute the ownership and relative voting power of holders of our common stock and may adversely affect the market price of our common stock.

The Series A preferred stock is convertible at the option of the holders at any time into shares of common stock based on the then applicable conversion rate as determined in the certificate of designations for the Series A preferred stock, which conversion would dilute the ownership interest of existing holders of our common stock. In addition, because holders of our Series A preferred stock are entitled to vote, on an as-converted basis (subject to certain voting limitations and conversion calculations set forth in the certificate of designations for the Series A preferred stock), together with holders of our common stock on all matters submitted to a vote of the holders of our common stock, the issuance of the Series A preferred stock effectively reduces the relative voting power of the holders of our common stock.

Any sales in the public market of the common stock issuable upon conversion of the Series A preferred stock could adversely affect prevailing market prices of our common stock. Pursuant to the investment agreement, holders of our Series A preferred stock have customary resale registration rights for common stock issued upon conversion of the Series A preferred stock upon closing. Any resale of our common stock would increase the number of shares of our common stock available for public trading. Sales by our Series A preferred stockholder of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.

Our convertible preferred stock investors have rights, preferences and privileges that are not held by, and are preferential to, the rights of our common stockholders, which could adversely affect our liquidity and financial condition, result in the interests of our convertible preferred stock investors differing from those of our common stockholders and make an acquisition of us more difficult.

Holders of our Series A preferred stock have (i) a liquidation preference (ii) rights to dividends, which are senior to all of our other equity securities, (iii) redemption rights beginning on April 30, 2027, (iv) the right to require us to repurchase any or all of their Series A preferred stock in connection with certain change of control events, and (v) conversion price adjustments in connection with certain corporate transactions, each subject to the terms, conditions and exceptions contained in the certificate of designations for the Series A preferred stock.

The terms of our investment agreement with H.I.G., the initial purchaser of our Series A Preferred Stock, could also limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. As of the date of this report, pursuant to the terms of our investment agreement with H.I.G., we must obtain the consent of H.I.G. in order to incur any indebtedness, which could limit our ability to obtain additional financing until our adjusted EBITDA for the trailing four quarters increases. The preferential rights could also result in divergent interests between H.I.G. and holders of our common stock. Furthermore, a sale of our company, as a change of control event, may require us to repurchase Series A preferred stock, which could have the effect of making an acquisition of our company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to our stockholders.

Our convertible preferred stock investors may exercise influence over us, including through its ability to designate up to two directors on our board of directors.

Our investment agreement with H.I.G. contains certain negative operating covenants that will remain in effect for so long as H.I.G. continues to own at least 30% of the shares of Series A preferred stock originally issued to it. Further, the investment agreement entitles H.I.G. to nominate one individual for election to our board of directors for so long as it continues to own at least 30% of the common stock issuable or issued upon conversion of the Series A preferred stock originally issued to it. The director designated by H.I.G. will also be entitled to serve on

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committees of our board of directors, subject to applicable law and stock exchange rules. Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the director designated by H.I.G. of our Series A preferred stock may differ from the interests of our security holders as a whole or of our other directors. H.I.G. nominated Aaron C. Tolson to our board of directors. Mr. Tolson was appointed to our board of directors as a Class I director on August 30, 2021, and as of the date of this report serves as the chairperson of the compensation committee and as a member of the equity incentive committee, nominating and corporate governance committee and government and regulatory affairs committee of the board of directors. In addition, if we fail to maintain certain levels of commissions receivable and liquidity, H.I.G. will be entitled to nominate one additional director, and the consent of H.I.G. will be required to approve our annual budget, hire or terminate certain key executives and incur certain indebtedness as outlined in the investment agreement.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation, bylaws, and Delaware law contain provisions which could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

•creating a classified board of directors whose members serve staggered three-year terms;

•authorizing undesignated preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

•limiting the liability of, and providing indemnification to, our directors and officers;

•limiting the ability of our stockholders to call and bring business before special meetings;

•requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

•controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and

•providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation law, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

Our bylaws designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, stockholders, officers or other employees to us or our stockholders, (3) any action arising pursuant to any provision of the Delaware General Corporation Law, our

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certificate of incorporation or our bylaws or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware), except for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction. This provision would not apply to any action brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act and against any person in connection with an offering of our securities.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders and other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents have been challenged in legal proceedings, and it is possible that a court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such action in other jurisdictions, all of which could harm our results of operations.

General Risk Factors

We are subject to risks associated with public health crises, pandemics, natural disasters, changing climate conditions and other extreme events, including legal, regulatory and social responses thereto, which have and could have an adverse effect on our business.

Large-scale medical emergencies, pandemics (such as COVID-19) and other extreme events could result in public health crises or otherwise have a material adverse effect on our business operations, cash flows, financial conditions and results of operations. For example, disruptions in public and private infrastructure resulting from such events could increase our operating costs and ability to provide services to our clients and customers. Additionally, we had to adjust our operations in response to the COVID-19 pandemic.

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We face risks related to heightened inflation, recession, financial and credit market disruptions and other economic conditions.

Customer and consumer demand for health insurance plan may be impacted by weak economic conditions, recession, market volatility or other negative economic factors in the U.S. or other nations. For example, in 2022, the United States experienced significantly heightened inflationary pressures which we expect to continue into 2023. In addition, as a result of such negative economic factors some of our members may delay signing up for an insurance plan or opt into a plan with lower insurance premiums, and we may also experience potential delays in customer premium payments or an increase in plan termination rates, any of which could harm our business. In addition, disruptions in financial and/or credit markets may limit our access to preferred sources of liquidity when needed or on terms we find acceptable, and our borrowing costs could increase. An economic or credit crisis could occur and impair credit availability and our ability to raise capital when needed.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

~~The following table sets forth~~Our corporate headquarters is located in Santa Clara, California, where we occupy 9,071 square feet. In addition to our corporate headquarters, we currently lease several other office spaces around the ~~location, approximate~~country. During 2022, we announced a remote first workplace model in the United States, meaning that, except for those employees whose job responsibilities require in-office work, none of our employees are required to work at the office. As a result, we have closed certain spaces at our leased facilities. We also occupy 53,758 square ~~footage~~feet of leased office space in Xiamen, China which supports our technology and ~~primary use of each of~~content, customer care and enrollment, marketing and advertising and general and administrative operations

We believe that our facilities are adequate to meet our needs for the ~~principal properties~~immediate future, and that should we ~~occupied as of December 31, 2020:~~

~~Location~~

~~Approximate Square Footage~~

~~Primary Use~~

~~Santa Clara, California~~

~~45,657~~

~~Corporate headquarters, marketing and advertising, technology and content and general and administrative~~

~~Gold River, California~~

~~63,206~~

~~Customer care and enrollment, technology and content and general and administrative~~

~~South Jordan, Utah~~

~~41,813~~

~~Customer care and enrollment~~

~~Xiamen, China~~

~~53,758~~

~~Technology and content, customer care and enrollment, marketing and advertising and general and administrative~~

~~Austin, Texas~~

~~26,878~~

~~Technology and content, customer care and enrollment, marketing and advertising and general and administrative~~

~~Indianapolis, Indiana~~

~~56,276~~

~~Customer care and enrollment~~

need additional physical office space, suitable additional space will be available in the future.

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of our business, we have received and may continue to receive inquiries from state and federal regulators relating to various matters. We have become, and may in the future become, involved in litigation in the ordinary course of our business. If we are found to have violated laws or regulations in any jurisdiction, we could be subject to various fines and penalties, including revocation of our license to sell insurance in those states, and our business, operating results, and financial condition would be harmed. Revocation of any of our licenses or penalties in one jurisdiction could cause our license to be revoked or for us to face penalties in other jurisdictions. In addition, without a health insurance license in a jurisdiction, carriers would not pay us commissions for the products we sold in that jurisdiction, and we would not be able to sell new health insurance products in that jurisdiction. We could also be harmed to the extent that related publicity damages our reputation as a trusted source of objective information relating to health insurance and its affordability. It could also be costly to defend ourselves regardless of the outcome. Our material legal proceedings are described in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 8 – Commitments and ~~Contingencies~~,

Contingencies.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on ~~The~~the Nasdaq Global Market under the symbol EHTH. As of February ~~16, 2021,~~15, 2023, there were 2622 stockholders of record of our common stock (which does not include the number of stockholders holding shares of our common stock in “street name”) ~~and the closing price of our common stock was $53.74 per share on February 16, 2021 as reported by The Nasdaq Global Market.~~

Dividend Policy

We have never declared or paid any cash dividend on our common stock. We currently do not expect to pay any dividends on our common stock in the foreseeable future.

Unregistered Sales of Equity Securities

~~In February 2019, we issued 294,608 shares~~There were no unregistered sales of ~~our common stock and~~equity securities which have not been previously disclosed in ~~January 2020 we issued another 294,608 shares of our common stock, each as~~ a ~~part of earnout payments in connection with our acquisition of GoMedigap, as described in~~ ~~Item 8 – Financial Statements and Supplementary Data – Note 3 – Acquisition~~ ~~of our~~ ~~Notes to Consolidated Financial Statements~~ ~~of this Annual Report~~quarterly report on Form ~~10-K. These shares were issued in reliance~~10-Q or a current report on ~~Section 4(a)(2) of~~Form 8-K during the ~~Securities Act of 1933, as amended, as transactions not involving any public offering.~~

On February 17, 2021, we entered into an investment agreement with H.I.G. pursuant to which we have agreed to sell to H.I.G. at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate purchase price of $225.0 million. These shares will be issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving any public offering.period covered by this report.

~~Securities Authorized for Issuance under Equity Compensation Plans~~

~~See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.~~

~~Issuer Purchases of Equity Securities~~

~~We did not repurchase any of our common stock in the open market or in privately negotiated transactions during the year ended December 31, 2020.~~

STOCK PERFORMANCE GRAPH

The following information relating to the price performance of our common stock shall not be deemed “filed” with the Securities and Exchange Commission or “soliciting material” under the Securities Exchange Act of 1934, as amended, or subject to Regulation 14A or 14C, or to liabilities under Section 18 of the Exchange Act, except to the extent that we specifically request that such information be treated as soliciting material or to the extent that we specifically incorporate this information by reference.

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The graph below matches our cumulative total stockholder return on our common stock with the cumulative 5-year total returns on the Nasdaq Composite index and the Research Data Group ~~or RDG~~("RDG"), Internet Composite index. The graph tracks the performance of a $100 investment on December 31, 2017 in our common stock and in each index (with the reinvestment of dividends) from December 31, ~~2015~~2017 to December 31, ~~2020.~~2022.

12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
eHealth, Inc. $ 100.00 $ 106.71 $ 174.05 $ 384.97 $ 962.73 $ 707.52
Nasdaq Composite $ 100.00 $ 108.87 $ 141.13 $ 137.12 $ 187.44 $ 271.64
RDG Internet Composite $ 100.00 $ 104.75 $ 157.67 $ 156.03 $ 207.10 $ 318.18


	12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022
eHealth, Inc.	$	100.00	$	221.19	$	553.14	$	406.51	$	146.80	$	27.86
Nasdaq Composite	$	100.00	$	97.16	$	132.81	$	192.47	$	235.15	$	158.65
RDG Internet Composite	$	100.00	$	89.34	$	126.80	$	174.13	$	170.44	$	103.35

ITEM 6. ~~SELECTED CONSOLIDATED FINANCIAL DATA~~[RESERVED]

~~No disclosure is required by Item 301 of Regulation S-K as in effect on the date of this Annual Report on Form 10-K.~~

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Please read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included under Part II, Item 8 of this Annual Report on Form 10-K.

Overview

We are a leading private online health insurance marketplace with a technology and service platform that provides consumer engagement, education, and health insurance enrollment solutions. Our mission is to ~~connect every person with the highest quality, most affordable~~expertly guide consumers through their health insurance enrollment and ~~Medicare plans for their life circumstances.~~related options, when, where, and how they prefer. Our platform ~~integrates proprietary~~leverages technology to solve a critical problem in a large and ~~third-party developed educational content regarding health insurance plans with decision support tools to aid~~growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing ~~process, and to help them obtain the health insurance products that meet their individual health and economic needs.~~process. Our omnichannel consumer engagement platform ~~is designed to meet the consumer wherever they prefer to engage with us,~~differentiates our offering from other brokers and enables consumers to use our services online, ~~through interactive chat, or~~ by telephone with a licensed insurance ~~agent.~~agent, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that ~~include~~includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual, ~~and~~ family, small business, and other ancillary health insurance products from ~~over~~approximately 200 health insurance carriers across all fifty states and the District of Columbia. Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce customers and our licensed agents. We strive to be the most trusted partner to the consumer in their life's journey through the health insurance market.

~~Impact~~Multi-Year Business Initiatives

In 2021, we launched several initiatives aimed at improving enrollment quality and member retention in our Medicare business. In 2022, we began to implement a business transformation plan across all key functional areas of our business with emphasis on increasing the effectiveness of our marketing and telesales organization and rationalizing our cost structure. We have observed impacts of these initiatives on our results of operations, as further discussed below:

Enrollment Quality Assurance Initiatives — Enrollment quality, which has been our focus since the launch of our retention program in 2020, helps ensure that we present Medicare beneficiaries with choices that best align with their eligibility status, lifestyle, health conditions, and economic means with the goal of minimal disruption in existing provider relationships. We have sought additional ways to improve our customer experience, enhance accuracy of plan recommendations, and reduce disenrollment.

In the third quarter of 2021, we introduced additional mandatory training for our agents, added a new customer care function to verify certain Medicare enrollments prior to submission to the carrier, and expanded other quality assurance efforts. We also shifted the mix of our telesales capacity towards full-time internal agents and away from third party vendor agents. In 2022, we maintained our strategy of keeping the majority of our agent force internal. We also made other important changes across our call centers to improve the effectiveness of our agents and further enhance consumer experience. These changes include the migration of our call center technology to a new cloud-based agent monitoring system, which provides new robust capabilities to train agents and monitor their performance in real time.

The introduction of enrollment quality assurance in the third quarter of 2021, in particular, resulted in an initial decline in conversion rates and longer talk times through the second quarter of 2022. However, we are seeing the improvement in enrollment quality metrics including Complaint Tracking Module ("CTM") scores and retention characteristics for the new enrollments that we added during the annual enrollment period in 2022, relative to comparable enrollment cohorts from the 2021 and 2020 annual enrollment periods. In the second half of 2022, we achieved a significant year-over-year increase in conversion rates on our Medicare calls and increased productivity

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from our tenured and newly hired agents, while maintaining or, in some cases, further improving enrollment quality metrics.

Transformation Plan — In 2022, we launched a multi-year transformation plan to increase our effectiveness in generating and converting consumer demand, right-size our cost structure and drive future profitability. This plan incorporates different operational and cost savings initiatives, including a reduction in vendor-related spend outside of mission critical areas, plans to reduce our real-estate footprint as we become a remote first workplace, and a targeted workforce reduction. During the second quarter of 2022 we eliminated over 300 full-time positions, representing approximately 14% of our workforce, primarily within our customer care and enrollment group, and to a lesser extent, in our marketing and advertising, technology and content, and general and administrative groups.

We have also made changes to variable cost management. These initiatives are intended to improve our operations through right-sizing our agent force and better deployment of marketing expenses. For example, we have de-emphasized underperforming demand generation channels in favor of channels that bring higher quality leads. Through this transformation plan, we have achieved significant cost savings while preserving our competitive edge and focusing on initiatives with highest in-period returns on investment. In 2022, we achieved over $110 million in annualized cost savings compared to 2021. The variable cost reduction resulted in a decline in our enrollments and revenue in 2022. However, we believe that such decline is temporary before a return to enrollment growth in 2023 on a significantly improved operations and cost foundation.

Update on COVID-19 and Remote First

We experienced a number of changes in our business related to the impacts from the COVID-19 ~~pandemic. During~~pandemic from 2020 onwards. As a result of the ~~first quarter of 2020,~~pandemic, we ~~closed~~had to adjust our ~~offices in~~business operations, including shifting to a remote work model and onboarding and training new health insurance agents remotely. Since the ~~United States and China and shifted~~pandemic, we have offered several programs to provide additional support to our employees and contractors, including our comfort equipment reimbursement program and Internet and mobile phone reimbursement programs to ~~a work-from-home model in response~~assist all employees with purchasing equipment to the virus outbreak. While some of our offices in the United States remain closed, we reopened our office in China in the second quarter of 2020 given the improvements in the situation in the region where our office is located. Duringbetter enable remote work; access to digital health and mental wellness services for employees; and rigorous remote training programs.

In the third quarter of ~~2020, we also reopened some~~2022, the Company announced a remote first workplace model in the United States. As a result, except for those employees whose job responsibilities require in-office work, none of our ~~U.S. office locations at a reduced capacity with additional safety and social distancing measures. Based on our success in shifting existing agents~~employees are required to work ~~from home,~~at the office. As part of the remote first strategy, in August 2022, we ~~launched~~subleased a portion of our office space located in Santa Clara, California, and retained a portion to be used through first quarter of 2023. We also subleased or vacated other office spaces and evaluated certain of its right-of-use assets and other lease related assets including leasehold improvements, furniture and fixtures, and computer equipment for impairment under Accounting Standards Codification ("ASC") 360. As we continue to assess challenges associated with enabling remote ~~agent model in 2020, tapping into nationwide agent talent to hire full-time customer care agents. We expect this model to provide us with geographic hiring flexibility as we grow~~work, including the reconfiguration of work space and our ~~telesales capacity.~~

~~In addition,~~facility footprint and fostering a cohesive workplace culture, we believe ~~the COVID-19 pandemic had an impact on consumer behavior when it comes~~flexible workforce positions will make us a more attractive employer, increase productivity, and enable us to ~~selecting and utilizing health insurance. We believe that~~recruit from a more seniors are now likely to shop for Medicare products online or over the phone versus a face-to-face meeting with a traditional broker. This should have a positive impact on comparison Medicare platforms such as ours. At the same time, we believe that reduced utilizationdiverse pool of ~~healthcare by seniors in 2020 also had a dampening effect on Medicare plan switching during the fourth quarter annual enrollment period, or AEP, of 2020. See~~ ~~Risk Factors~~ ~~in Part I, Item 1A of this Annual Report on Form 10-K for a discussion of risks related to the COVID-19 pandemic.~~

~~H.I.G. Investment~~

On February 17, 2021, we entered into an investment agreement pursuant to which we have agreed to sell to the purchaser at closing, 2,250,000 shares of our newly designated Series A preferred stock at an aggregate purchase price of $225.0 million. The Private Placement is subject to closing conditions, including, among others: (i) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation of the Private Placement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) the confirmation by Nasdaq that it has no objection to the terms and conditions of the Private Placement; and (iii) the determination that consummation of the Private Placement would not cause our outside auditor to no longer be

deemed independent under the rules and regulations of the Securities and Exchange Commission or the Public Company Accounting Oversight Board. The parties have agreed to cooperate with each other and use reasonable best efforts to promptly take such actions to cause the closing conditions to be satisfied as promptly as reasonably practicable.applicants.

Summary of Selected Metrics

We rely upon certain metrics to estimate and recognize commission revenue, evaluate our business performance and facilitate strategic planning. Our commission revenue is influenced by a number of factors including but not limited to:

•the number of individuals on applications for Medicare-related, individual and family, small business and ancillary health insurance plans that are approved by the relevant health insurance carriers;

•the number of approved members for Medicare-related, individual and family, small business and ancillary health insurance plans from whom we have received an initial commission payment; and

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•the constrained lifetime value ~~or LTV,~~("LTV"), of approved members for Medicare-related, individual and family and ancillary health insurance plans we sell as well as the estimated annual value of approved members for small business plans we sell.

We have included the number of new paying members in our selected metrics to provide more detail and visibility into new paying member contribution to the changes in membership. We count an approved member as a new paying member when we have received a commission payment from the carrier relating to the plan purchased by the member. Not all approved members become paying members for various reasons. In addition, for any given period, the rate at which approved members become new paying members is impacted by the time lag between carrier approval and our receipt of the commission payment from the carrier. The difference in our metrics between the number of approved members and new paying members tends to vary, especially in the first and fourth quarters given this time lag and given that plans we sell in the fourth quarter do not begin generating commissions until the first quarter when they become effective.

We have removed submitted applications from our selected metrics given that we do not recognize revenue based on this metric, and it is not as indicative of our commission receivable collection as other metrics we do provide.

Approved Members

Approved members represent the number of individuals on submitted applications that were approved by the relevant insurance carrier for the identified product during the current period. The applications may be submitted in either the current period or prior periods. Not all approved members ultimately become paying members.

The following table shows approved members ~~by product~~ for the ~~period~~years presented:

Year Ended December 31,
2020 2019 2018
Medicare:
Medicare Advantage 387,652 279,561 148,478
Medicare Supplement 40,551 42,688 29,837
Medicare Part D 74,357 112,677 61,373
Total Medicare 502,560 434,926 239,688
Individual and Family:
Non-Qualified Health Plans 19,578 20,187 23,075
Qualified Health Plans 13,750 11,999 19,575
Total Individual and Family 33,328 32,186 42,650
Ancillaries:
Short-term 41,640 58,687 107,846
Dental 40,455 43,640 47,343
Vision 18,581 21,391 24,638
Other 14,270 22,980 33,500
Total Ancillaries 114,946 146,698 213,327
Small Business 14,809 16,685 19,550
Total Approved Members 665,643 630,495 515,215


	Year Ended December 31,
	2022	2021	2020
Medicare
Medicare Advantage	302,949	399,758	387,652
Medicare Supplement	18,569	28,020	40,551
Medicare Part D	40,094	73,292	74,357
Total Medicare	361,612	501,070	502,560



Individual and Family	33,271	42,711	33,328





Ancillary	72,004	97,694	114,946
Small Business	9,722	11,432	14,809
Total Approved Members	476,609	652,907	665,643

~~2020~~2022 compared to ~~2019~~2021 – Medicare approved members ~~increased 16%~~declined 28% in ~~2020~~2022 compared to ~~2019. The increase~~2021 due to a decrease in ~~total~~approved members across all Medicare products that we market, including Medicare Advantage, Medicare Supplement, and Medicare Part D prescription drug plans. This decline reflects our decision to temporarily pause enrollment volume while implementing various operational initiatives aimed at increasing the effectiveness of our sales and marketing organizations.

Individual and family plan approved members declined 22% in 2022 compared to 2021 due to a 36% decline in approved members for qualified health plans and an 8% decline in non-qualified health plan approved members primarily due to a reduction in marketing spend.

Ancillary plan approved members declined 26% in 2022 compared to 2021 primarily due to decreased approved members across most ancillary plans. This decrease was partly attributed to the decline in individual and family plan enrollment volume as these enrollments can result in additional sales of ancillary products. Small business group health insurance approved members declined 15% in 2022 compared to 2021 due to the continued shift of our focus away from the sale of small business products.

2021 compared to 2020 – Medicare approved members ~~was primarily attributable~~remained flat in 2021 compared to 2020 due to a ~~39%~~3% growth in Medicare Advantage plan approved members, ~~partially~~ offset by ~~a 34% decline in~~decreased Medicare Supplement and Medicare Part D plan approved members. The increase in approved Medicare Advantage members was primarily ~~driven by strong online~~due to our investments in customer care and enrollment ~~growth, increased~~and marketing, ~~efforts,~~and an increase in ~~our internal agent productivity and the COVID-19 related special~~online enrollment, ~~period~~partially offset by a decline in telesales conversion rate during the second ~~quarter~~half of 2020. During this special enrollment period, certain individuals were permitted to enroll, disenroll or switch their Medicare Advantage and Medicare Part D prescription drug plans. However, our approved application growth was less than expected primarily due to the underperformance of our outsourced external agent force and, to a lesser extent, increased competition in our direct television marketing channel during the fourth quarter 2020 AEP. We also believe that external factors, including the pandemic and the prolonged election cycle, impacted consumer demand on our platform during the 2020 AEP. To address the underperformance of our external agents, we have determined to shift our agent salesforce to a predominantly internal full-time agent model as our internal agents have experienced stronger performance and productivity than our outsourced agents. We began this shift towards the increased utilization of internal agents near the end of the 2020 AEP.2021.

Individual and ~~Family Plan~~family plan approved members grew 4%28% in ~~2020~~2021 compared to ~~2019~~2020 primarily due to a ~~15%~~57% increase in approved members for qualified health ~~plans.~~ plans and an 8% increase in non-qualified health plan approved members. The individual and family health insurance market benefited from the passage of the American Rescue Plan Act adopted in March 2021. This legislation expanded access to premium credits making individual and family major medical plans more affordable, which allows a larger population to get the coverage that our major medical plans offer. The credits cover the 2021 and 2022 plan years, after which the credit subsidies expire.

Ancillary plan approved members declined ~~22%~~15% in ~~2020~~2021 compared to ~~2019~~2020 primarily due to a decrease in short-term health insurance plans and other ancillary plans approved members. Small business group ~~health~~ insurance

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approved members declined ~~11%~~23% in ~~2020~~2021 compared to ~~2019~~2020 mainly due to the shift of our focus ~~on our Medicare business.~~

~~2019 compared to 2018~~ ~~– Medicare approved members grew 81% in 2019 compared to 2018. The growth was primarily due to an 88% growth in Medicare Advantage submitted applications and an 84% growth in Medicare~~

~~Part D submitted applications. Individual and Family Plan approved members declined 25% in 2019 compared to 2018, due primarily to market conditions in~~away from the individual and family plan market and our decision to shift our marketing investments towards our Medicare business. Approved members for all ancillary products combined declined 31% in 2019 compared to 2018, due primarily to a 46% decline in short term plan submitted applications. Smallsale of small business ~~approved members decreased 15% in 2019 compared to 2018, due primarily to a decrease in the number of members per application and in the percentage of approved applications.~~products.

~~New Paying Members~~

New Paying Members consist of approved members from the period presented and any periods prior to the period presented from whom we have received an initial commission payment during the period presented. The following table shows our new paying member by product for the periods presented below:

Year Ended December 31,
2020 2019 2018
Medicare:
Medicare Advantage 324,916 235,978 134,565
Medicare Supplement 35,649 37,069 48,403
Medicare Part D 104,833 84,369 30,990
Total Medicare 465,398 357,416 213,958
Individual and Family:
Non-Qualified Health Plans 18,279 20,687 27,105
Qualified Health Plans 12,378 10,310 23,199
Total Individual and Family 30,657 30,997 50,304
Ancillaries:
Short-term 41,953 62,124 94,778
Dental 38,253 42,439 45,876
Vision 17,128 21,332 22,604
Other 13,918 21,601 34,029
Total Ancillaries 111,252 147,496 197,287
Small Business 14,362 17,606 18,874
Total New Paying Members 621,669 553,515 480,423

~~2020 compared to 2019~~ – Medicare total new paying members grew 30% in 2020 compared to 2019, primarily driven by a 38% increase in Medicare Advantage plan new paying members and a 24% increase in Medicare Part D prescription drug plan new paying members.Individual and family plan new paying members declined 1% in 2020 compared to 2019 due to a decrease in new paying members for non-qualified plans, partially offset by an increase in new paying members for qualified plans. Ancillary new paying members declined 25% in 2020 compared 2019 due primarily to a decline in approved members across all ancillary plans. Small business new paying members declined 18% in 2020 compared to 2019 primarily due to a decrease in approved members.

~~2019 compared to 2018~~ – Medicare total new paying members grew 67% in 2019 compared to 2018, primarily driven by a 75% increase in Medicare Advantage plan new paying members and a 172% increase in Medicare Part D prescription drug plan new paying members. The increases were primarily driven by an increase in enrollment volume. Individual and family plan new paying members declined 38% in 2019 compared 2018 due to a decrease in new paying members for both non-qualified and qualified plans. Ancillary new paying members declined 25% in 2019 compared to 2018 primarily due to a decline in approved members across all ancillary plans. Small business new paying members declined by 7% in 2019 compared to 2018 primarily due to a decrease in approved members.

Estimated Constrained Lifetime Value of Commissions Per Approved Member

The following table shows our estimated constrained LTV, of commissions per approved member by product for the years ~~presented below:~~presented:


		Year Ended December 31,							Year Ended December 31,
		2020		2019		2018			2022		2021		2020
Medicare:	Medicare:							Medicare:
Medicare Advantage (1)	Medicare Advantage (1)	$	952	$	1,013	$	964	Medicare Advantage (1)	$	975	$	979	$	952
Medicare Supplement (1)	Medicare Supplement (1)	1,125		979		1,047		Medicare Supplement (1)	935		993		1,125
Medicare Part D (1)	Medicare Part D (1)	215		238		243		Medicare Part D (1)	194		203		215

Individual and Family:	Individual and Family:							Individual and Family:
Non-Qualified Health Plans (1)	Non-Qualified Health Plans (1)	203		213		151		Non-Qualified Health Plans (1)	361		274		203
Qualified Health Plans (1)	Qualified Health Plans (1)	265		217		141		Qualified Health Plans (1)	333		311		265

Ancillaries:	Ancillaries:							Ancillaries:
Short-term (1)	Short-term (1)	162		101		56		Short-term (1)	166		169		162
Dental (1)	Dental (1)	79		70		77		Dental (1)	105		96		79
Vision (1)	Vision (1)	55		56		55		Vision (1)	63		61		55

Small Business (2)	Small Business (2)	157		159		168		Small Business (2)	212		182		157

__________

(1)Constrained LTV of commissions per approved member represents commissions estimated to be collected over the estimated life of an approved member’s ~~policy~~plan after applying constraints in accordance with our revenue recognition policy. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. These factors may result in varying values from period to period. For additional information on constrained LTV, see Critical Accounting Policies and Estimates.

(2)For small business, the amount represents the estimated commissions we expect to collect from the plan over the following twelve months. The estimate is driven by multiple factors, including but not limited to, contracted commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship and applied constraints. These factors may result in varying values from period to period.

Medicare

~~2020~~2022 compared to ~~2019~~2021 – The constrained LTV of commissions per approved member was flat for Medicare Advantage plans and decreased for Medicare Supplement and Medicare Part D plans in 2022 compared to 2021. Medicare Advantage plans experienced decreased estimated average plan durations and higher churn observations, the impacts of which were offset by increased contracted rates and improved quality metrics. The decline in constrained LTV of commissions per approved member for Medicare Supplement and Medicare Part D plans was primarily due to decreased estimated average plan durations and higher churn observations.

2021 compared to 2020 – The constrained LTV of commissions per approved member for Medicare Advantage plans increased 3% and decreased by 12% and 6%, respectively, for Medicare Supplement and Medicare Part D prescription drug plans in 2021 compared to 2020. The increase in constrained LTV of Medicare Advantage plans was primarily due to higher commissions rates. The decline in constrained LTV of commissions per approved member for Medicare Supplement and Medicare Part D prescription drug plans was primarily due to shorter estimated average plan durations for both products.

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Individual and Family and Ancillaries

2022 compared to 2021 – The constrained LTV of commissions per approved non-qualified health plan member increased by 32% in 2022 compared to 2021 primarily due to more stable churn observations and an increase in estimated average plan duration. The constrained LTV of commissions per approved qualified health plan member increased by 7% in 2022 compared to 2021 due to a slight increase in average plan duration. The constrained LTV of commissions per approved member increased for dental, vision, and small business insurance plans by ~~15%~~9%, 3%, and 16%, respectively, in ~~2020~~2022 compared to ~~2019,~~2021 primarily as a result of an increase in estimated average plan duration. The increase in small business insurance plan was also due to higher commissions per group.

2021 compared to 2020 – The constrained LTV of commissions per approved qualified health plan member increased by 17% in 2021 compared to 2020 primarily due to increased estimates of average plan duration and a lower constraint for non-qualified health insurance plans. The constrained LTV of commissions per approved member for short-term health insurance, dental, vision, and small business insurance plans increased 4%, 22%, 11%, and 16%, respectively, in 2021 compared to 2020 primarily as a result of an increase in estimated average plan duration.

The ~~constrained LTV of~~constraints applied to the total estimated lifetime commissions ~~per approved member~~we expect to receive for ~~Medicare Advantage and Medicare Part D prescription drug plans declined by 6% and 10%, respectively,~~selling the plan after the carrier approves an application in ~~2020 compared~~order to 2019, primarily due to a decrease in estimated average plan duration. The decline in estimated average plan duration was driven by various factors, including our historical emphasis on optimizing member experience during the initial enrollment process and driving new enrollment growth with less emphasis and resources allocated to post-transaction communications and existing member retention. In addition, the decline in estimated plan duration was also impacted by certain market related factors including the introduction of the open enrollment period in 2019 which provided an additional opportunity for Medicare Advantage and Medicare Part D prescription drugs plan members to change plans. We also believe that a larger number of Medicare Advantage plan members terminated their plans due to an increased selection of plans with new features and benefits available to consumers for the 2020 plan year and the additional opportunities for consumers to shop and switch Medicare Advantage and Medicare Part D prescription drug plans

during the recent open enrollment periods. The decline had a more pronounced impact on our newer member cohorts and on our telephonic enrollments, while our online enrollments continue to have higher average duration.

During the third quarter of 2020, we initiated a number of programs to improve our member retention. For example, we have launched a customer retention team, adjusted the compensation structure of our agents to better align with our retention goals, and deployed new technologies aimed at improving member retention, including the launch of our Customer Center. We believe these efforts will lead to improved plan duration trends during 2021.

~~2019 compared to 2018~~ – The constrained LTV of commissions per approved member for Medicare Advantage plans increased by 5% in 2019 compared to 2018, primarily due to improved member attrition and higher commission rates. The constrained LTV for Medicare Supplement approved members declined by 6% primarily as a result of a decrease in the average plan duration, andderive the constrained LTV of commissions ~~per Medicare Part D~~for approved ~~member declined by 2% primarily~~members recognized for the periods presented below are summarized as ~~a result of carrier mix.~~follows:


	Year Ended December 31,
	2022		2021
Medicare
Medicare Advantage	7	%	7	%
Medicare Supplement	9	%	9	%
Medicare Part D	7	%	7	%
Individual and Family
Non-Qualified Health Plans	4	%	7	%
Qualified Health Plans	4	%	4	%
Ancillary Products
Short-term	20	%	20	%
Dental	5	%	5	%
Vision	5	%	5	%
Other	10	%	10	%
Small Business	5	%	5	%

~~Individual and Family and Ancillaries~~

~~2020~~The constraints for all Medicare products remained the same during the year ended December 31, 2022, as compared to ~~2019~~ –the same period in the prior year. The ~~constrained LTV of commissions per approved qualified~~constraints for non-qualified health ~~plan member increased by 22% in 2020~~plans decreased during the year ended December 31, 2022, as compared to ~~2019 primarily~~the same period in the prior year, due to ~~increased estimates~~stabilization of ~~average plan duration. The constrained~~market conditions and historical increases in LTV ~~of commissions per short-term~~values. Qualified health plans, ancillary plans and small business insurance ~~approved member increased 60% in 2020~~plans remained the same during the year ended December 31, 2022, as compared to ~~2019 primarily as a result of selling plans with higher premium and an increase~~the same period in estimated average plan duration. The constrained LTV of commission per approved member for dental plans increased by 13% in 2020 compared to 2019 primarily due to an increase in estimated average plan duration and lower constraints as a result of reduced volatility based on historical trends.

~~2019 compared to 2018~~ – The constrained LTV of commissions per qualified and non-qualified health plan for approved members increased by 54% and 41%, in 2019 compared to 2018, respectively, mostly due to improved plan duration. The constrained LTV of commissions per short-term approved member increased 80% in 2019 compared to 2018, primarily driven by an increase in average plan duration.

the prior year.

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Estimated Membership

Estimated membership represents the estimated number of members active as of the date indicated based on the number of members for whom we have received or applied a commission payment during the period of estimation. The following table shows estimated membership ~~by product~~ as of the periods presented below:

As of December 31,
2020 2019 2018
Medicare (1)
Medicare Advantage 533,282 404,694 276,357
Medicare Supplement 104,188 93,477 70,426
Medicare Part D 238,503 212,478 139,907
Total Medicare 875,973 710,649 486,690
Individual and Family (2)
116,247 128,487 151,904
Ancillaries (3)
Short-term 23,088 27,862 24,192
Dental 118,647 127,083 138,916
Vision 68,587 71,277 73,987
Other 37,033 38,119 38,136
Total Ancillaries 247,355 264,341 275,231
Small Business (4)
45,771 42,638 39,101
Total Estimated Membership 1,285,346 1,146,115 952,926


	As of December 31,
	2022	2021	2020
Medicare (1)
Medicare Advantage	645,864	632,574	533,282
Medicare Supplement	100,039	101,794	104,188
Medicare Part D	229,962	225,129	238,503
Total Medicare	975,865	959,497	875,973



Individual and Family (1)	102,971	105,211	116,247





Ancillaries (1)	214,570	235,017	247,355
Small Business (2)	45,584	46,650	45,771
Total Estimated Membership	1,338,990	1,346,375	1,285,346

__________________

(1)To estimate the number of members on Medicare-related, individual and family, and ancillary health insurance plans, we take the respective sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine ~~we have received substantially all~~through confirmations from a health insurance carrier that a commission payment is delayed or is inaccurate as of the ~~commission payments related~~date of estimation, we adjust the estimated membership to ~~a given month during the period being estimated, we will take~~also reflect the number of members for whom we ~~have received~~expect to receive or ~~applied~~to refund a commission ~~payment during the month of estimation.~~

~~(2)~~To estimate the number of members on Individual and Family health insurance plans (“IFP”), we take the sum of (i) the number of IFP members for whom we have received or applied a commission payment for a month that may be up to three months priorpayment. Further, to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation.

~~(3)~~To estimate the number of members on ancillary health insurance plans (such as short-term, dental and vision insurance), we take the sum of (i) the number of members for whom we have received or applied a commission payment for a month that may be up to three months prior to the date of estimation (after reducing that number using historical experience for assumed member cancellations over the period being estimated); and (ii) the number of approved members over that period (after reducing that number using historical experience for an assumed number of members who do not accept their approved policy and for estimated member cancellations through the date of the estimate). To the extent we determine we have received substantially all of the commission payments related to a given month during the period being estimated, we will take the number of members for whom we have received or applied a commission payment during the month of estimation. ~~The~~For ancillary health insurance plans, the one to three-month period varies by insurance product and is largely dependent upon the timeliness of commission payment and related reporting from the related carriers.

~~(4)~~(2)To estimate the number of members on small business health insurance plans, we use the number of initial members at the time the group was approved, and we update this number for changes in membership if such changes are reported to us by the group or carrier. However, groups generally notify the carrier directly of policy cancellations and increases or decreases in group size without informing us. Health insurance carriers often do not communicate policy cancellation information or group size changes to us. We often are made aware of policy cancellations and group size changes at the time of annual renewal and update our membership statistics accordingly in the period they are reported.

51A member who purchases and is active on multiple standalone insurance plans will be counted as a member more than once. For example, a member who is active on both an individual and family health insurance plan and a standalone dental plan will be counted as two continuing members.

Health insurance carriers bill and collect insurance premiums paid by our members. The carriers do not report to us the number of members that we have as of a given date. The majority of our members who terminate their plans do so by discontinuing their premium payments to the carrier or notifying the carrier directly and do not inform us of the cancellation. Also, some of our members pay their premiums less frequently than monthly. Given the number of months required to observe non-payment of commissions in order to confirm cancellations, we estimate the number of members who are active on insurance policies as of a specified date.

After we have estimated membership for a period, we may receive information from health insurance carriers that would have impacted the estimate if we had received the information prior to the date of estimation. We may receive commission payments or other information that indicates that a member who was not included in our estimates for a prior period was in fact an active member at that time, or that a member who was included in our estimates was in fact not an active member of ours. For instance, we reconcile information carriers provide to us and may determine that we were not historically paid commissions owed to us, which would cause us to have underestimated membership. Conversely, carriers may require us to return commission payments paid in a prior period due to policy cancellations for members we previously estimated as being active. We do not update our estimated membership numbers reported in previous periods. Instead, we reflect updated information regarding our historical membership in the membership estimate for the current period. If we experience a significant variance in

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historical membership as compared to our initial estimates, we may provide the updated information in other communications or disclosures. As a result of the delay in our receipt of information from insurance carriers, actual trends in our membership are most discernible over periods longer than from one quarter to the next. As a result of the delay we experience in receiving information about our membership, it is difficult for us to determine with any certainty the impact of current conditions on our membership retention. Various circumstances could cause the assumptions and estimates that we make in connection with estimating our membership to be inaccurate, which would cause our membership estimates to be inaccurate. A member who purchases and is active on multiple standalone insurance plans will be counted as a member more than once. For example, a member who is active on both an individual and family health insurance plan and a standalone dental plan will be counted as two continuing members.

~~2020~~2022 compared to ~~2019~~2021 – Medicare estimated membership increased 2% as of December 31, 2022 compared to December 31, 2021, driven by a 2% increase in both Medicare Advantage and Medicare Part D plan estimated memberships, offset by a 2% decline in Medicare Supplement plan estimated membership. The overall growth in Medicare estimated membership reflects new enrollments we generated during the year, net of estimated attrition. Individual and family plan estimated membership declined by 2% as of December 31, 2022 compared to December 31, 2021 due to a decrease in new enrollments. Ancillary plan estimated membership as of December 31, 2022 declined 9% compared to estimated membership as of December 31, 2021 due to the decline of estimated membership across all ancillary plans.

2021 compared to 2020 – Medicare estimated membership grew ~~23%~~10% as of December 31, ~~2020~~2021 compared to December 31, ~~2019~~2020 driven by a ~~32%~~19% increase in Medicare Advantage, ~~as well as 12%~~offset by 6% and ~~11% increases~~2% decreases in Medicare Part D prescription drug plan and Medicare Supplement plan estimated ~~membership,~~memberships, respectively. The overall growth in Medicare estimated membership ~~was due to our investment in our Medicare business.~~reflected new enrollments we generated during the year, net of estimated attrition. Individual and family plan estimated membership declined by ~~10%~~9% as of December 31, ~~2020~~2021 compared to December 31, ~~2019~~2020 due to ~~market conditions in the individual and family plan market and~~ our previous decision to shift our investment to our Medicare business. Ancillary plan estimated membership as of December 31, ~~2020~~2021 declined 6%5% compared to estimated membership as of December 31, ~~2019~~2020 primarily as a result of the decline of estimated membership of dental, short-term health plans, and ~~vision~~other ancillary plans.

~~2019 compared to 2018~~ – Medicare estimated membership grew 46% as of December 31, 2019 compared to December 31, 2018 primarily driven by a 46% and 52% increase in Medicare Advantage and Medicare Part D prescription drug plan estimated membership, respectively. Individual and family plan estimated membership declined by 15% as of December 31, 2019 compared to December 31, 2018 primarily due to market conditions in the individual and family plan market and our decision to shift our marketing investments towards our Medicare business. Ancillary plan estimated membership declined 4% as of December 31, 2019 compared to December 31, 2018, primarily due to a 9% decline in dental plan estimated membership. Small business estimated membership grew 9% as of December 31, 2019 compared to December 31, 2018, primarily driven by our focus on key partnerships and technology enhancements.

Member Acquisition

Marketing initiatives are an important component of our strategy to increase revenue and are primarily designed to encourage consumers to complete an application for health insurance. Variable marketing cost represents direct costs incurred in member acquisition from our direct, marketing partners and online advertising channels. In addition, we incur customer care and enrollment ~~expenses~~ (“CC&E”) expenses in assisting applicants during the enrollment process. Variable marketing costs exclude fixed overhead costs, such as personnel related costs, consulting expenses, facilities and other operating costs allocated to the marketing and advertising department.

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The following table shows the estimated variable marketing cost per approved member and the estimated ~~customer care and enrollment~~CC&E expense per approved member metrics for the years presented below. The numerator used to calculate each metric is the portion of the respective operating expenses for marketing and advertising and ~~customer care and enrollment~~CC&E that is directly related to member acquisition for our sale of Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans (collectively, “Medicare Plans”) and for all individual and family major medical plans and short-term health insurance plans (collectively, “IFP Plans”), respectively. The denominator used to calculate each metric is based on a derived metric that represents the relative value of the new members acquired. For Medicare Plans, we call this derived metric Medicare Advantage (“MA”)-equivalent members, and for IFP Plans, we call this derived metric IFP-equivalent members. The calculations for MA-equivalent members and for IFP-equivalent members are based on the weighted number of approved members for Medicare Plans and IFP Plans during the year, with the number of approved members adjusted based on the relative LTV of the product they are purchasing. Since the LTV for any product fluctuates from year to year, the weight given to each product was determined based on their relative LTVs at the time of our adoption of ASC 606.


		Year Ended December 31,							Year Ended December 31,
		2020		2019		2018			2022		2021		2020
Medicare:	Medicare:							Medicare:
Estimated CC&E cost per approved MA-equivalent approved member (1)		$	368	$	355	$	315
Estimated CC&E cost per MA-equivalent approved member (1)								Estimated CC&E cost per MA-equivalent approved member (1)	$	397	$	383	$	368
Estimated variable marketing cost per MA-equivalent approved member (1)	Estimated variable marketing cost per MA-equivalent approved member (1)	384		330		297		Estimated variable marketing cost per MA-equivalent approved member (1)	491		523		384
Total Medicare estimated cost per approved member	Total Medicare estimated cost per approved member	$	752	$	685	$	612	Total Medicare estimated cost per approved member	$	888	$	906	$	752
Individual and Family Plan:	Individual and Family Plan:							Individual and Family Plan:
Estimated CC&E cost per IFP-equivalent approved member (2)	Estimated CC&E cost per IFP-equivalent approved member (2)	$	92	$	102	$	61	Estimated CC&E cost per IFP-equivalent approved member (2)	$	131	$	91	$	92
Estimated variable marketing cost per IFP-equivalent approved member (2)	Estimated variable marketing cost per IFP-equivalent approved member (2)	83		67		59		Estimated variable marketing cost per IFP-equivalent approved member (2)	72		67		83
Total IFP estimated cost per approved member	Total IFP estimated cost per approved member	$	175	$	169	$	120	Total IFP estimated cost per approved member	$	203	$	158	$	175

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~~Financing Activities~~

Year Ended December 31, 2020 – Net cash provided by financing activities of $201.2 million during 2020 was primarily attributable to $228.0 million proceeds from issuance of common stock, net of issuance costs and $1.9 million of net proceeds from exercise of common stock options, partially offset by $19.8 million cash used for share repurchases to satisfy employee tax withholding obligations and $8.8 million of acquisition-related contingent consideration payments.

~~Year Ended~~See Note 5 – Equity and Note 6 – Convertible Preferred Stock in our Notes to Consolidated Financial Statements for information regarding our equity offering in 2020 and our preferred stock transaction in 2021, respectively. We also had $3.2 million in restricted cash as of December 31, ~~2019 –~~ ~~Net cash provided by financing activities of $102.1 million during 2019 was primarily attributable to $126.1 million proceeds from issuance of common stock, net of issuance costs~~2022 and $5.5 million of net proceeds from exercise of common stock options, partially offset by $14.3 million cash used for share repurchases to satisfy employee tax withholding obligations, $9.5 million of acquisition-related contingent payments, and $5.0 million repayment of debt.2021.

~~Year Ended~~As of December 31, ~~2018 –~~ ~~Net cash provided by financing activities of $1.9~~2022 and 2021, we had 1.7 million ~~during 2018 was primarily due to $5.0~~and 1.3 million ~~of proceeds from drawing on our line of credit, $2.7 million of net proceeds from exercises of common~~shares held in treasury stock, ~~options, partially offset by $4.5 million used for share repurchases~~respectively, that were shares repurchased to satisfy ~~employee~~ tax withholding ~~obligations,~~obligations. As of December 31, 2022 and ~~$1.2~~2021, we had a total of 12.4 million ~~of debt issuance costs.~~and 12.0 million shares held in treasury stock, respectively, including 10.7 million shares previously repurchased.

Common Stock Issuance

In January 2019, we entered into an underwriting agreement with RBC Capital Markets, LLC and Credit Suisse Securities (USA) LLC as representatives of the several underwriters to issue and sell a total of 2,760,000 shares of our common stock in a public offering, which total included the exercise in full of the underwriters’ option to purchase 360,000 additional shares of common stock, at a price to the public of $48.50 per share, for total net proceeds of $126.2 million, after deducting underwriting discounts, commissions and offering expenses.

In March 2020, we entered into an underwriting agreement to issue and sell a total of 2,070,000 shares of common stock, which total included the exercise in full of the underwriters’ option to purchase 270,000 additional shares of common stock, at a price to the public of $115.00 per share. Net proceeds from the offering were approximately $228.0 million after deducting underwriting discounts, commissions and expenses of the offering. ~~We intend to use the net proceeds of the offering for general corporate purposes, including working capital.~~

Convertible Preferred Stock

On ~~February 17,~~April 30, 2021 (the "Closing Date"), we ~~entered into an investment agreement with H.I.G. pursuant to which we have agreed to sell to H.I.G. at closing,~~issued and sold 2,250,000 shares of our newly designated Series A preferred stock at an aggregate purchase price of $225.0 million to Echelon Health SPV, LP ("H.I.G."), at a price of $100 (the “Stated Value” per share of Series A preferred stock) per share. The Private Placement is subject to closing conditions, including, among others: (i) the expiration or early termination of the waiting period (and any extension thereof) applicable to the consummation ofshare (the "Private Placement"). We received $214.0 million net proceeds from the Private Placement ~~under the Hart-Scott-Rodino Antitrust Improvements Act~~with H.I.G., net of ~~1976, as amended; (ii) the confirmation by Nasdaq that it has no objection to the terms~~sales commissions and conditions of the Private Placement; and (iii) the determination that consummation of the Private Placement would not cause our outside auditor to no longer be deemed independent under the rules and regulations of the Securities and Exchange Commission or the Public Company Accounting Oversight Board. The parties have agreed to cooperate with each other and use reasonable best efforts to promptly take such actions to cause the closing conditions to be satisfied as promptly as reasonably practicable.certain transaction fees.

Dividends ~~will initially accrue~~ on ~~the~~our outstanding shares of Series A preferred stock accrue daily at 8% per annum on the Stated Value per share and compound semiannually, payable in kind until April 30, 2023, which is the second anniversary of the ~~closing date of the Private Placement~~Closing Date on June 30, and December 31 of each year, beginning on June 30, 2021, and will thereafter be 6% payable in kind and 2% payable in cash in arrears on June 30 and December 31 of each year, beginning on June 30, 2023 (each, a “Cash Dividend Payment Date”). Dividends payable in kind will be cumulative. The Series A preferred stock ~~will~~ also ~~participate,~~participates, on an as-converted basis (without regard to conversion limitations) in all dividends paid to the holders of our common stock. If we fail to declare and pay full cash dividend payments as required by the certificate of designations for the Series A preferred stock for two consecutive Cash Dividend Payment Dates, the cash dividend rate then in effect shall increase one time by 2%, retroactive to the first day of the semiannual period immediately preceding the first Cash Dividend Payment Date at which we failed to pay such accrued cash dividends, until such failure to pay full cash dividends is cured (at which time the dividend rate shall return to the rate prior to such increase). The dividend rights of the Series A preferred stock are senior to all of our other equity securities.

~~At any time~~Beginning on ~~or after~~April 30, 2027, which is the sixth anniversary of the ~~closing date of the Private Placement,~~Closing Date, each holder of Series A preferred stock will have the right to require us to redeem all or any portion of the Series A preferred stock for cash at a price calculated as set forth in the certificate of designations. In addition, upon certain change of control events, holders of Series A preferred stock can require us, subject to certain exceptions, to repurchase any or all of their Series A preferred stock. See Note 6 – Convertible Preferred Stockof the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for more information.

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Term Loan Credit Agreement

We entered into a Credit Agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and the other lenders party thereto in February 2022 (the "Original Credit Agreement") and entered into an amendment (the "Amendment") to the Original Credit Agreement in August 2022 (as amended by the Amendment, the "Credit Agreement"). The Credit Agreement provides for a $70.0 million secured term loan credit facility, which term loans were made available to us on February 28, 2022. We terminated our credit agreement with Royal Bank of Canada ~~or RBC, as administrative agent and collateral agent, (the “Credit Agreement”~~("RBC") ~~in September 2018. The Credit Agreement provides for a $40.0~~, pursuant to which we had an up to $75 million ~~secured asset-backed~~ revolving credit facility in connection with ~~a $5 million letter of credit sub-facility. On December 20, 2019, we amended~~ our ~~revolving credit facility agreement with RBC (the “Amendment”) and increased~~receiving the ~~maximum borrowing amount to $75.0 million and extended the expiration to December 20, 2022.~~

~~The borrowing base~~loan under the Term Loan Credit ~~Agreement is comprised of an amount equal to (a)~~Agreement. The Amendment replaced the ~~lesser of (i) eighty percent (80%) of Eligible Commissions Receivables~~LIBOR-based Adjusted Eurocurrency Rate (as defined in the Original Credit Agreement) ~~we actually collected during~~with Adjusted Term SOFR (as defined in the ~~immediately preceding period of three months or (ii) eighty percent (80%) of our Eligible Commission Receivables~~Amendment) as a reference rate for loans under the ~~immediately succeeding period of three months, plus (b) fifty percent (50%) of our~~Credit Agreement.

Eligible Commission Receivables for the immediately succeeding period of six months (excluding the immediately succeeding period of three months), in each case subject to reserves established by RBC, or the Borrowing Base. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate ~~purposes.~~purposes, to refinance our credit agreement with RBC and to pay fees and expenses in connection with the entry into the Credit Agreement. The Original Credit Agreement bore interest, at our option, at either a rate based on the London Interbank Offered Rate ("LIBOR") for the applicable interest period or a base rate, in each case plus a margin. The base rate is the highest of the prime rate, the federal funds rate plus 0.50% and one month adjusted LIBOR plus 1.0%. The margin is 7.50% for LIBOR loans and 6.50% for base rate loans. After the Amendment, the loans under the Credit Agreement bear interest, at our option, at either a rate based on the Adjusted Term SOFR or a base rate, in each case plus a margin. The base rate is the highest of the prime rate, the federal funds rate plus 0.50% and three-month Adjusted Term SOFR plus 1.00%. The margin is 7.50% for Adjusted Term SOFR loans and 6.50% for base rate loans.

Furthermore, as part of the Credit Agreement, we incur a $0.3 million fee per annum, payable annually. The outstanding obligations under the Credit Agreement are payable in full on the maturity date. The Credit Agreement matures in February of 2025. We have the right to prepay the loans under the Credit Agreement in whole or in part at any time, ~~without penalty. Subject to availability~~subject, in the case of certain mandatory prepayments or any voluntary prepayment of the loans under the ~~Borrowing Base, amounts repaid may be reborrowed. Amounts not borrowed~~Credit Agreement after February 28, 2023, to an exit fee. Our obligations under the Credit Agreement are guaranteed by certain of our material domestic subsidiaries and substantially all of our assets and the assets of such guarantors, in each case, subject to ~~a commitment fee of 0.5% per annum on the daily unused portion of the credit facility,~~customary exclusions. We are obligated to be paid in arrears on the first business day of each calendar quarter. At closing of the Credit Agreement, we paid a one-time facility fee of 1.75% of the total commitments of $40 million. We also paid a one-time closing fee of 0.5% of the new commitment of $75.0 millionpay administration fees in connection with the ~~Amendment. We are also obligated to pay other customary administration fees for a credit facility of this size and type.~~Credit Agreement.

As of December 31, ~~2020 and 2019,~~2022, we had no$66.1 million outstanding principal amount under our ~~revolving credit facility.~~Credit Agreement, net of closing costs. See Note 1112 – Debtof ~~Notes to Consolidated Financial Statements~~ ~~included~~ in ~~this Annual Report on Form 10-K for additional information regarding this credit agreement and subsequent amendment.~~

~~Acquisition~~

On January 22, 2018, we completed our acquisition of Wealth, Health and Life Advisors, LLC, more commonly known as GoMedigap, a technology-enabled provider of Medicare Supplement enrollment services. The acquisition price paid at closing of the transaction consisted of cash of $15.0 million, less $0.1 million cash acquired, and approximately 294,637 shares of our common stock. In addition, we were obligated to pay an additional $20.0 million in cash and 589,275 shares of our common stock, subject to the terms of the acquisition agreement and upon final determination of the achievement of certain milestones in 2018 and 2019. The first and second earnout liability payments were made in February 2019 and January 2020, respectively. See ~~Note 5~~ – ~~Fair Value Measurements~~ of our Notes to Consolidated Financial Statements ~~for~~regarding our previously terminated credit agreement with RBC and additional information regarding the ~~discussion on the milestone payments.~~Credit Agreement.

Seasonality

See Item 1, Business – Seasonality for information regarding seasonal impacts on our business and financial condition and results of operations.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles or ("U.S. ~~GAAP,~~GAAP"), requires us to make judgments, assumptions, and estimates that affect the amounts reported in the consolidated financial statements and the accompanying notes. These estimates and assumptions are based on current facts, historical experience, and various other factors that we believe are reasonable under the circumstances to determine reported amounts of assets, liabilities, revenue and expenses that are not readily apparent from other sources. To the extent there are material differences between our estimates and the actual results, our future consolidated results of comprehensive income (loss) may be affected.

Among our significant accounting policies, which are described in Note 1 – Summary of Business and Significant Accounting Policies in our Notes to Consolidated Financial Statements, the following accounting policies and specific estimates involve a greater degree of judgments and complexity:

•Revenue recognition and contract assets - commission receivable;

•Stock-based compensation; and

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•Accounting for income taxes.

During the year ended December 31, ~~2020,~~2022, there were no significant changes to our critical accounting policies and estimates.

Revenue Recognition and Contract Assets - Commission Receivable

Commission Revenue – Our commission revenue results from approval of an application from health insurance carriers, which we define as our customers under ASC 606. Our commission revenue is primarily

comprised of commissions from health insurance carriers which is computed using the estimated constrained lifetime values as the “constrained LTVs” of commission payments that we expect to receive. Our commissions include regular payments with respect to administrative services we perform. Our Medicare Supplement plan commissions include certain bonus payments, which are generally based on our attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers.

We estimate commission revenue for each insurance product by using a portfolio approach to a group of approved members by plan type and the effective month of the relevant plan, which we refer to as “cohorts”. We estimate the commissions we expect to collect for each approved member cohort by evaluating various factors, including but not limited to, commission rates, carrier mix, estimated average plan duration, the regulatory environment, and cancellations of insurance plans offered by health insurance carriers with which we have a relationship. Contract assets - commissions receivable represent the variable consideration for policies that have not renewed yet and therefore are subject to the same assumptions, judgements and estimates used when recognizing revenue as noted above.

For Medicare-related, individual and family and ancillary health insurance plans, our services are complete once a submitted application is approved by the relevant health insurance carrier. Accordingly, we recognize commission revenue based upon the total estimated lifetime commissions we expect to receive for selling the plan after the carrier approves an application, net of an estimated constraint. We refer to these as estimated and constrained LTVs for the plan. We provide annual services in selling and renewing small business health insurance plans; therefore, we recognize small business health insurance plan commission revenue at the time the plan is approved by the carrier, and when it renews each year thereafter, equal to the estimated commissions we expect to collect from the plan over the following ~~twelve~~12 months. Our estimate of commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting average plan duration and forecasting the commission amounts likely to be received per member. These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends to apply the constraints discussed below. The estimated average plan duration used to calculate Medicare health insurance plan LTVs historically has been approximately 3-5 years, while the estimated average plan duration used to calculate the LTV for major medical individual and family health insurance plans historically has been approximately ~~six months~~1.5 to 32 years. To the extent we make changes to the assumptions we use to calculate constrained LTVs, we recognize any material impact of the changes to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTV recognized as revenue.

We recognize revenue for members approved during the period by applying the latest estimated constrained LTV for that product. We recognize adjustment revenue for members approved in prior periods when our cash collections are different from the estimated constrained LTVs. Adjustment revenue is a result of a change in estimate of expected cash collections when actual cash collections have indicated a trend that is different from the estimated constrained LTV for the revenue recognized at the time of approval. Adjustment revenue can be positive or negative and we recognize adjustment revenue when we do not believe there is a probable reversal. We assess the risk of reversal based on statistical analysis given historical information and consideration of the constraints used at the time of approval.

Adjustment revenue can have a significant favorable or unfavorable impact on our revenue and we seek to enhance our LTV estimation models to improve the accuracy and to reduce the fluctuations of our LTV estimates.

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Other Revenue – Sponsorship, Advertising and ~~Advertising~~Other Services – Our sponsorship and advertising program allows carriers to purchase non-Medicare advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when control has been transferred. We also offer Medicare plan related advertising and other services, which include website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue as ~~control~~the service is ~~transferred~~rendered ratably over the service period.

Stock-Based Compensation

We recognize stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Income (Loss) based on the fair value of our stock-based awards over their respective requisite service periods, typically the vesting ~~periods,~~period, which is generally four ~~years.~~years for service-based awards or the one-year anniversary of achieving performance criteria for performance and market-based awards. The estimated attainment of performance-based awards and related expense is based on the ~~expectations~~achievement of ~~revenue and earnings target achievement.~~certain financial targets over a predetermined performance period, subject to the discretion of the Company's compensation committee. The estimated fair value of performance awards with market conditions is determined using the Monte-Carlo simulation model. The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2022, we had not declared or paid any cash dividends to common stockholders, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis, and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. The estimated grant date fair value of our stock options is determined using the Black-Scholes-Merton pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2020, we had not declared or paid any cash dividends to common stock holders, and we do not expect to pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price.

Accounting for Income Taxes

We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse.

Since tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in our financial statements. Because we assume that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset or liability. We must then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery does not meet the more likely than not criteria, we must establish a valuation allowance. Management judgment is required in determining any valuation allowance recorded against our net deferred tax assets.

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes. This process involves estimating our actual current tax expense together with assessing temporary differences that may result in deferred tax assets.

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Assessing the realizability of our deferred tax assets is dependent upon several factors, including the likelihood and amount, if any, of future taxable income in relevant jurisdictions during the periods in which those temporary differences become deductible. We forecast taxable income by considering all available positive and negative evidence, including our history of operating income and losses and our financial plans and estimates that we use to manage the business. These assumptions require significant judgment about future taxable income. As a result, the amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income change.

Future changes in various factors, such as the amount of stock-based compensation we record during the period and the related tax benefit we realize upon the exercise of employee stock options, potential limitations on the

use of our federal and state net operating loss credit carry forwards, pending or future tax law changes including rate changes and the tax benefit from or limitations on our ability to utilize research and development credits, the amount of non-deductible lobbying and acquisition-related costs, changes in our valuation allowance and state and foreign taxes, would impact our estimates, and as a result, could affect our effective tax rate and the amount of income tax expense we record, and pay, in future periods.

~~Contractual Obligations and Commitments~~

The following table presents a summary of our future minimum payments under non-cancellable operating lease agreements and contractual service and licensing obligations as of December 31, 2020 (in thousands):

Years Ending December 31, Operating Lease Obligations* Service and Licensing Obligations Total Obligations
2021 $ 7,644 $ 5,775 $ 13,419
2022 7,701 3,408 11,109
2023 8,033 2,745 10,778
2024 7,832 2,056 9,888
2025 8,009 1,353 9,362
Thereafter 19,408 1,353 20,761
Total $ 58,627 $ 16,690 $ 75,317

~~_______~~

* See ~~Note 10 – Leases~~ ~~of our~~ ~~Notes to Consolidated Financial Statements~~ ~~for details of our operating lease obligations.~~

~~Service and Licensing Obligations~~

We have entered into service and licensing agreements with third party vendors to provide various services, including network access, equipment maintenance and software licensing. The terms of these services and licensing agreements are generally up to three years. We record the related service and licensing expenses on a straight-line basis, although actual cash payment obligations under certain of these agreements fluctuate over the terms of the agreements.

~~Off-Balance Sheet Arrangements~~

As of December 31, 2020, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenue, or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Recent Accounting Pronouncements

See Note 1 – Summary of Business and Significant Accounting Policies in the Notes to Consolidated Financial Statements for the recently issued accounting standards that could have an effect on us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial instruments that are exposed to concentrations of credit risk principally consist of cash and cash equivalents, marketable securities, accounts receivable, and contract assets – commission receivable.

Our cash, cash equivalents, short-term marketable securities, and restricted cash are summarized as follows (in thousands):

December 31, 2020 December 31, 2019
Cash and cash equivalents (1) (2)
$ 43,759 $ 23,466
Short-term marketable securities(2)
49,620 —
Restricted cash 3,354 3,354
Total cash, cash equivalents, short-term marketable securities, and restricted cash $ 96,733 $ 26,820

~~_________________~~


	December 31, 2022		December 31, 2021
Cash and cash equivalents (1) (2)	$	144,401	$	81,926
Short-term marketable securities(2)	—		41,306
Restricted cash	3,239		3,239
Total cash, cash equivalents, short-term marketable securities, and restricted cash	$	147,640	$	126,471

_______

(1)We deposit our cash and cash equivalents in accounts with major banks and financial institutions and such deposits are in excess of federally insured limits. We also have deposits with a major bank in China that are denominated in both U.S. dollars and Chinese Yuan Renminbi and are not insured by the U.S. federal government.

(2)See Note 54 – Fair Value Measurements in our Notes to Consolidated Financial Statements for more information on our cash and cash equivalents and marketable securities.

Our portfolio of available-for-sale debt securities is exposed to credit and interest rate risk. As of December 31, 2020, we invested $49.6 million in marketable securities primarily consisting of commercial paper and agency bonds with credit rating of AA+ or equivalent by S&P Rating and Moody's Investor Services. The maturity of these securities were below two years. See Note 54 – Fair Value Measurements in our Notes to Consolidated Financial Statements for further discussion on our available-for-sale debt securities.

As of December 31, ~~2020,~~2022, our net contract assets ~~consisted of~~– commissions receivable balance ~~of $792.4~~was $884.3 million. Our contracts with carriers expose us to credit risk that a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While we are exposed to credit losses due to the non-performance of our counterparties, we consider the risk of this remote. We estimate our maximum credit risk in determining the contract assets – commissions receivable ~~amount recorded~~balance recognized on the balance sheet. ~~Upon the adoption of ASC 326, we recorded $1.5 million of allowance~~We had allowances for credit losses ~~for our commissions receivable balance~~of

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$2.4 million and $2.2 million as of December 31, ~~2019. During the year ended December 31, 2020, we recorded an additional $0.5 million for the allowance for credit losses. See~~ ~~Note 1~~ – ~~Summary of Business~~2022 and ~~Significant Accounting Policies~~i~~n our~~ ~~Notes to Consolidated Financial Statements~~ ~~for additional information regarding the accounting standard adoption.~~2021, respectively.

Our total contract assets and accounts receivable as of December 31, ~~2020~~2022 and December 31, ~~2019~~2021 are summarized as follows (in thousands):

December 31, 2020 December 31, 2019
Contract assets – commissions receivable – current $ 219,153 $ 174,526
Contract assets – commissions receivable – non-current 573,252 414,696
Accounts receivable 1,799 2,332
Total contract assets and accounts receivable $ 794,204 $ 591,554


	December 31, 2022		December 31, 2021
Contract assets – commissions receivable – current	$	242,749	$	254,821
Contract assets – commissions receivable – non-current	641,555		653,441
Accounts receivable	2,633		5,750
Total contract assets and accounts receivable	$	886,937	$	914,012

Foreign Currency Exchange Risk

Substantially all of our revenue has been derived from transactions denominated in United States Dollars. We have exposure to adverse changes in exchange rates associated with operating expenses of our foreign operations, which are denominated in Chinese Yuan Renminbi. Foreign currency fluctuations have not had a

material impact historically on our results of operations; however, they may in the future. We have not engaged in any foreign currency hedging or other derivative transactions to date.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to the Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			75
Consolidated Balance Sheets			77
Consolidated Statements of Comprehensive Income (Loss)			78
Consolidated Statements of Stockholders’ Equity			79
Consolidated Statements of Cash Flows			80
Notes to Consolidated Financial Statements			81

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Report of Independent Registered Public Accounting Firm

To the Stockholders and ~~the~~ Board of Directors of eHealth, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of eHealth, Inc. (the Company) as of December 31, ~~2020~~2022 and ~~2019,~~2021, the related consolidated statements of comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2020,~~2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2020~~2022 and ~~2019,~~2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2020,~~2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2020,~~2022, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated ~~February 26, 2021~~March 1, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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

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

Critical Audit Matter

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

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						Revenue recognition: Estimated constrained lifetime value of commission revenue
Description of the Matter						The Company recognized commission revenue of approximately ~~$508.2~~$361.2 million in ~~2020~~2022 and related commissions receivable were approximately ~~$792.4~~$884.3 million at December 31, ~~2020.~~2022. As described in Notes 1 and 2 to its consolidated financial statements, the Company’s commission revenue is recognized as the amount of the total estimated lifetime value (“LTV”) of the commissions expected to be received when a member obtains a plan through the Company and is approved by ~~the carrier (“LTV”).~~ a carrier. Auditing management’s determination of the LTV of commission revenue was especially complex and highly judgmental due to the complexity of the models used and the subjectivity required by the Company to estimate the amount and timing of future cash flows, calculate the amount of commission revenue that is probable of not being reversed, and determine the timing and amount of any adjustment revenue that results from changes in the estimates of previously recorded LTV. The Company utilizes statistical tools and methodologies to estimate member attrition, which is a key driver when estimating the amount and timing of future cash flows and can be particularly volatile during the first several years. To determine the initial constraint to be applied to LTV, the Company evaluates the difference between prior estimates of LTV and actual cash received and applies judgment to determine the constraint to apply. For the ongoing evaluation of the constraint, the Company also analyzes whether circumstances have changed and considers any known or potential modifications to the inputs into LTV and the factors that can impact the amount of cash expected to be collected in future periods such as commission rates, carrier mix, estimated average plan duration, changes in laws and regulations, and cancellations of insurance plans offered by health insurance carriers with which the Company has a relationship. The Company also compares actual versus expected cash collections of previously recorded LTV and assesses qualitative and quantitative factors to determine whether adjustment revenue should be recognized and, if so, the amount and timing of such.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process to estimate the amount and timing of future cash flows and LTV. These processes and controls include those covering the models and methods used to calculate LTV, the use of management judgment to determine the constraint applied to LTV, management’s evaluation of any required adjustments to previously recorded LTV estimates, and the completeness and accuracy of the data used in such estimates and calculations. Our audit procedures also included, among others, evaluating the methodology used and significant assumptions discussed above, and testing the completeness and accuracy of the underlying data used by the Company. We involved our valuation specialists to assist in our testing of the estimated average plan duration, which includes member attrition assumptions, including performing certain corroborative calculations. We inspected and compared the results of the Company’s retrospective review analysis of historical estimates for certain plan effective years to historical cash collection experience, including reperforming the calculations and validating the completeness and accuracy of the underlying data used. In addition, we performed inquiries of key personnel regarding their evaluation of changes to LTV, the adjustments made to the constraint for current and expected future economic conditions, and any decisions on the timing and amount of adjustment revenue recognized. We also reviewed analyst reports, press releases, and other relevant third-party and/or industry trends data for contrary evidence including competitor data.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2000.

~~Redwood City,~~San Mateo, California

~~February 26, 2021~~

March 1, 2023

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EHEALTH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

December 31, 2020* December 31, 2019
Assets
Current assets:
Cash and cash equivalents $ 43,759 $ 23,466
Short-term marketable securities 49,620 0
Accounts receivable 1,799 2,332
Contract assets – commissions receivable – current 219,153 174,526
Prepaid expenses and other current assets 16,661 7,822
Total current assets 330,992 208,146
Contract assets – commissions receivable – non-current 573,252 414,696
Property and equipment, net 14,609 10,518
Operating lease right-of-use assets 42,558 36,621
Restricted cash 3,354 3,354
Other assets 26,455 18,004
Intangible assets, net 8,569 10,062
Goodwill 40,233 40,233
Total assets $ 1,040,022 $ 741,634
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable $ 36,921 $ 24,554
Accrued compensation and benefits 20,542 29,578
Accrued marketing expenses 17,788 12,041
Earnout liability – current 0 37,273
Lease liabilities – current 5,192 4,759
Deferred revenue 308 2,570
Other current liabilities 3,657 2,210
Total current liabilities 84,408 112,985
Commitments and contingencies 0 0
Deferred income taxes – non-current 72,317 64,130
Lease liabilities – non-current 41,369 34,305
Other non-current liabilities 4,370 3,050
Stockholders’ equity:
Preferred stock, par value $0.001 per share; 10,000 authorized; NaN issued and outstanding 0 0
Common stock, par value $0.001 per share; 100,000 authorized; 37,755 and 34,752 issued as of December 31, 2020 and 2019, respectively; 25,924 and 23,136 outstanding as of December 31, 2020 and 2019, respectively 38 35
Additional paid-in capital 721,013 455,159
Treasury stock, at cost: 11,831 and 11,616 shares as of December 31, 2020 and 2019, respectively (199,998) (199,998)
Retained earnings 316,155 271,852
Accumulated other comprehensive income 350 116
Total stockholders’ equity 837,558 527,164
Total liabilities and stockholders’ equity $ 1,040,022 $ 741,634

~~_____________~~

* Reflects the impact from the adoption of ASC 326 on January 1, 2020. See ~~Note 1~~ – ~~Summary of Business and Significant Accounting Policies~~ ~~for details.~~


	December 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	144,401	$	81,926
Short-term marketable securities	—		41,306
Accounts receivable	2,633		5,750
Contract assets – commissions receivable – current	242,749		254,821
Prepaid expenses and other current assets	11,301		23,784
Total current assets	401,084		407,587
Contract assets – commissions receivable – non-current	641,555		653,441
Property and equipment, net	5,501		12,105
Operating lease right-of-use assets	26,516		37,373
Restricted cash	3,239		3,239
Other assets	34,716		35,547


Total assets	$	1,112,611	$	1,149,292
Liabilities, convertible preferred stock and stockholders’ equity
Current liabilities:
Accounts payable	$	6,732	$	13,750
Accrued compensation and benefits	20,690		16,458
Accrued marketing expenses	23,770		36,384

Lease liabilities – current	6,486		5,543

Other current liabilities	2,887		3,330
Total current liabilities	60,565		75,465
Long-term debt	66,129		—

Deferred income taxes – non-current	32,359		50,796
Lease liabilities – non-current	34,187		35,826
Other non-current liabilities	5,132		5,094
Total liabilities	198,372		167,181
Commitments and contingencies (Note 8)
Convertible preferred stock, par value $0.001 per share; 2,250 issued and outstanding as of December 31,2022 and 2021	263,284		232,592
Stockholders’ equity:
Preferred stock, par value $0.001 per share, other than convertible preferred stock; 7,750 authorized; none issued and outstanding as of December 31, 2022 and 2021	—		—
Common stock, par value $0.001 per share; 100,000 authorized; 39,977 and 38,704 issued as of December 31, 2022 and 2021, respectively; 27,562 and 26,688 outstanding as of December 31, 2022 and 2021, respectively	40		39
Additional paid-in capital	777,187		755,875
Treasury stock, at cost: 12,415 and 12,016 shares as of December 31, 2022 and 2021, respectively	(199,998)		(199,998)
Retained earnings	73,799		193,213
Accumulated other comprehensive income (loss)	(73)		390
Total stockholders’ equity	650,955		749,519
Total liabilities, convertible preferred stock, and stockholders’ equity	$	1,112,611	$	1,149,292

The accompanying notes are an integral part of these consolidated financial statements.

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EHEALTH, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

Year Ended December 31,
2020 2019 2018
Revenue
Commission $ 508,189 $ 466,676 $ 227,211
Other 74,585 39,525 24,184
Total revenue 582,774 506,201 251,395
Operating costs and expenses
Cost of revenue 4,083 2,738 1,228
Marketing and advertising 209,340 150,249 82,939
Customer care and enrollment 172,895 134,304 70,547
Technology and content 65,188 47,085 31,970
General and administrative 76,452 64,150 45,828
Amortization of intangible assets 1,493 2,187 2,091
Change in fair value of earnout liability 0 24,079 12,300
Restructuring charges 0 0 1,865
Acquisition costs 0 0 76
Total operating costs and expenses 529,451 424,792 248,844
Income from operations 53,323 81,409 2,551
Other income, net 666 2,090 755
Income before income taxes 53,989 83,499 3,306
Provision for income taxes 8,539 16,612 3,065
Net income $ 45,450 $ 66,887 $ 241
Net income per share:
Basic $ 1.75 $ 2.90 $ 0.01
Diluted $ 1.68 $ 2.73 $ 0.01
Weighted-average number of shares used in per share amounts:
Basic 26,025 23,075 19,294
Diluted 27,014 24,539 20,409
Comprehensive income:
Net income $ 45,450 $ 66,887 $ 241
Unrealized holding gain for available for sale debt securities, net of tax 28 0 0
Foreign currency translation adjustment 206 (11) (75)
Comprehensive income $ 45,684 $ 66,876 $ 166


	Year Ended December 31,
	2022		2021		2020
Revenue
Commission	$	361,246	$	493,119	$	508,189
Other	44,110		45,080		74,585
Total revenue	405,356		538,199		582,774
Operating costs and expenses
Cost of revenue	1,647		1,992		4,083
Marketing and advertising	195,088		271,300		209,340
Customer care and enrollment	141,099		179,295		172,895
Technology and content	78,809		83,800		65,188
General and administrative	71,810		75,699		76,452
Amortization of intangible assets	—		536		1,493

Impairment, restructuring and other charges	19,616		51,222		—


Total operating costs and expenses	508,069		663,844		529,451
Income (loss) from operations	(102,713)		(125,645)		53,323
Other income (expense), net	(3,676)		755		666
Income (loss) before income taxes	(106,389)		(124,890)		53,989
Provision for (benefit from) income taxes	(17,667)		(20,515)		8,539
Net income (loss)	(88,722)		(104,375)		45,450
Paid-in-kind dividends for preferred stock	(19,357)		(12,206)		—
Change in preferred stock redemption value	(11,335)		(6,361)		—
Net income (loss) attributable to common stockholders	$	(119,414)	$	(122,942)	$	45,450
Net income (loss) per share attributable to common stockholders:
Basic	$	(4.36)	$	(4.59)	$	1.75
Diluted	$	(4.36)	$	(4.59)	$	1.68
Weighted-average number of shares used in per share amounts:
Basic	27,359		26,781		26,025
Diluted	27,359		26,781		27,014
Comprehensive income (loss):
Net income (loss)	$	(88,722)	$	(104,375)	$	45,450
Unrealized holding gain (loss) on available for sale debt securities, net of tax	(29)		(49)		28
Foreign currency translation adjustments	(434)		89		206
Comprehensive income (loss)	$	(89,185)	$	(104,335)	$	45,684

The accompanying notes are an integral part of these consolidated financial statements.

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EHEALTH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

Common Stock Additional Paid-in
Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
Balance at December 31, 2017 29,880 $ 30 $ 281,706 11,238 $ (199,998) $ 204,724 $ 202 $ 286,664
Issuance of common stock in connection with equity incentive plans 688 1 2,687 — — — — 2,688
Repurchase of shares to satisfy employee tax withholding obligations — — (4,504) 188 — — — (4,504)
Shares issued for GMG acquisition 295 — 5,595 — — — — 5,595
Stock-based compensation expense — — 12,540 — — — — 12,540
Other comprehensive income, net of tax — — — — — — (75) (75)
Net income — — — — — 241 — 241
Balance as of December 31, 2018 30,863 31 298,024 11,426 (199,998) 204,965 127 303,149
Issuance of common stock in connection with equity incentive plans 834 1 5,534 — — — — 5,535
Repurchase of shares to satisfy employee tax withholding obligations — — (14,281) 190 — — — (14,281)
Shares issued in equity offering 2,760 3 126,048 — — — — 126,051
Settlement of earnout liability 295 — 17,264 — — — — 17,264
Stock-based compensation expense — — 22,570 — — — — 22,570
Other comprehensive income, net of tax — — — — — — (11) (11)
Net income — — — — — 66,887 — 66,887
Balance as of December 31, 2019 34,752 35 455,159 11,616 (199,998) 271,852 116 527,164
Cumulative effect from the adoption of ASU 2016-13 — — — — — (1,147) — (1,147)
Issuance of common stock in connection with equity incentive plans 638 1 1,940 — — — — 1,941
Repurchase of shares to satisfy employee tax withholding obligations — — (19,808) 215 — — — (19,808)
Shares issued in equity offering 2,070 2 228,022 — — — — 228,024
Settlement of earnout liability 295 — 28,521 — — — — 28,521
Stock-based compensation — — 27,179 — — — — 27,179
Other comprehensive income, net of tax — — — — — — 234 234
Net income — — — — — 45,450 — 45,450
Balance as of December 31, 2020 37,755 $ 38 $ 721,013 11,831 $ (199,998) $ 316,155 $ 350 $ 837,558


	Common Stock			Additional Paid-in Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
	Shares	Amount				Shares	Amount






















Balance as of December 31, 2019	34,752	$	35	$	455,159	11,616	$	(199,998)	$	271,852	$	116	$	527,164
Cumulative effect from the adoption of ASU 2016-13	—	—		—		—	—		(1,147)		—		(1,147)
Issuance of common stock in connection with equity incentive plans	638	1		1,940		—	—		—		—		1,941
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(19,808)		215	—		—		—		(19,808)
Shares issued in equity offering	2,070	2		228,022		—	—		—		—		228,024
Settlement of earnout liability	295	—		28,521		—	—		—		—		28,521
Stock-based compensation	—	—		27,179		—	—		—		—		27,179
Other comprehensive income, net of tax	—	—		—		—	—		—		234		234
Net Income	—	—		—		—	—		45,450		—		45,450
Balance as of December 31, 2020	37,755	38		721,013		11,831	(199,998)		316,155		350		837,558
Issuance of common stock in connection with equity incentive plans	849	1		4,904		—	—		—		—		4,905
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(9,333)		185	—		—		—		(9,333)
Paid-in-kind dividend and accretion related to convertible preferred stock	—	—		—		—	—		(18,567)		—		(18,567)
Issuance of common stock for employee stock purchase program	100	—		3,813		—	—		—		—		3,813
Stock-based compensation	—	—		35,478		—	—		—		—		35,478
Other comprehensive income, net of tax	—	—		—		—	—		—		40		40
Net loss	—	—		—		—	—		(104,375)		—		(104,375)
Balance as of December 31, 2021	38,704	39		755,875		12,016	(199,998)		193,213		390		749,519
Issuance of common stock in connection with equity incentive plans	1,095	1		1,054		—	—		—		—		1,055
Repurchase of shares to satisfy employee tax withholding obligations	—	—		(3,102)		399	—		—		—		(3,102)
Paid-in-kind dividend and accretion related to convertible preferred stock	—	—		—		—	—		(30,692)		—		(30,692)
Issuance of common stock for employee stock purchase program	178	—		1,159		—	—		—		—		1,159
Stock-based compensation	—	—		22,201		—	—		—		—		22,201
Other comprehensive loss, net of tax	—	—		—		—	—		—		(463)		(463)
Net loss	—	—		—		—	—		(88,722)		—		(88,722)
Balance as of December 31, 2022	39,977	$	40	$	777,187	12,415	$	(199,998)	$	73,799	$	(73)	$	650,955

The accompanying notes are an integral part of these consolidated financial statements.

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EHEALTH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,
2020 2019 2018
Operating activities:
Net income $ 45,450 $ 66,887 $ 241
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 3,694 2,983 2,479
Amortization of internally developed software 7,756 3,821 2,201
Amortization of intangible assets 1,493 2,187 2,091
Stock-based compensation expense 25,172 22,570 12,540
Deferred income taxes 8,817 16,197 2,812
Change in fair value of earnout liability 0 24,079 12,300
Other non-cash items 1,091 (755) 675
Changes in operating assets and liabilities:
Accounts receivable 533 1,270 (2,127)
Contract assets – commissions receivable (205,209) (243,364) (50,967)
Prepaid expenses and other assets (6,180) (466) 232
Accounts payable 12,294 19,694 1,414
Accrued compensation and benefits (9,036) 8,814 5,133
Accrued marketing expenses 5,747 1,028 6,320
Deferred revenue (2,262) 1,694 491
Accrued expenses and other liabilities 2,780 1,869 935
Net cash used in operating activities (107,860) (71,492) (3,230)
Investing activities:
Capitalized internal-use software and website development costs (16,005) (10,231) (6,294)
Purchases of property and equipment and other assets (7,751) (6,641) (4,534)
Purchases of marketable securities (180,505) 0 0
Proceeds from redemption and maturities of marketable securities 130,978 0 0
Payments for security deposits 0 (72) 0
Acquisition of business, net of cash acquired 0 0 (14,929)
Net cash used in investing activities (73,283) (16,944) (25,757)
Financing activities:
Proceeds from issuance of common stock, net of issuance costs 228,024 126,051 0
Net proceeds from exercise of common stock options 1,941 5,535 2,688
Repurchase of shares to satisfy employee tax withholding obligations (19,808) (14,281) (4,504)
Proceeds from line of credit 0 0 5,000
Debt issuance costs 0 (517) (1,221)
Repayment of debt 0 (5,000) 0
Acquisition-related contingent payments (8,751) (9,542) 0
Principal payments in connection with leases (157) (105) (103)
Net cash provided by financing activities 201,249 102,141 1,860
Effect of exchange rate changes on cash, cash equivalents and restricted cash 187 26 (77)
Net increase (decrease) in cash, cash equivalents and restricted cash 20,293 13,731 (27,204)
Cash, cash equivalents and restricted cash at beginning of period 26,820 13,089 40,293
Cash, cash equivalents and restricted cash at end of period $ 47,113 $ 26,820 $ 13,089
Supplemental disclosure of cash flows
Cash paid for interest $ 0 $ 42 $ 44
Cash refunds from (paid for) income taxes, net $ 882 $ 741 $ (139)


	Year Ended December 31,
	2022		2021		2020
Operating activities:
Net income (loss)	$	(88,722)	$	(104,375)	$	45,450
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	3,845		5,430		3,694
Amortization of internally developed software	17,263		12,901		7,756
Amortization of intangible assets	—		536		1,493
Stock-based compensation expense	20,316		32,857		25,172
Deferred income taxes	(18,436)		(21,522)		8,817


Impairment charges	12,102		46,344		—
Other non-cash items	2,084		1,466		1,091
Changes in operating assets and liabilities:
Accounts receivable	3,118		(3,952)		533
Contract assets – commissions receivable	23,760		(116,030)		(205,209)
Prepaid expenses and other assets	13,473		(7,945)		(6,180)
Accounts payable	(7,029)		(23,052)		12,294
Accrued compensation and benefits	4,232		(4,083)		(9,036)
Accrued marketing expenses	(12,614)		18,596		5,747
Deferred revenue	175		20		(2,262)

Accrued expenses and other liabilities	(436)		187		2,780
Net cash used in operating activities	(26,869)		(162,622)		(107,860)
Investing activities:
Capitalized internal-use software and website development costs	(15,292)		(16,992)		(16,005)
Purchases of property and equipment and other assets	(214)		(3,865)		(7,751)
Purchases of marketable securities	(8,402)		(103,058)		(180,505)
Proceeds from redemption and maturities of marketable securities	49,769		111,284		130,978


Net cash provided by (used in) investing activities	25,861		(12,631)		(73,283)
Financing activities:
Proceeds from issuance of preferred stock, net of issuance costs	—		214,025		—
Proceeds from issuance of common stock, net of issuance costs	—		—		228,024
Net proceeds from debt financing	64,862		—		—
Net proceeds from exercise of common stock options and employee stock purchases	2,214		8,699		1,941
Repurchase of shares to satisfy employee tax withholding obligations	(3,102)		(9,333)		(19,808)



Acquisition-related contingent payments	—		—		(8,751)
Principal payments in connection with leases	(136)		(150)		(157)
Net cash provided by financing activities	63,838		213,241		201,249
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(355)		64		187
Net increase in cash, cash equivalents and restricted cash	62,475		38,052		20,293
Cash, cash equivalents and restricted cash at beginning of period	85,165		47,113		26,820
Cash, cash equivalents and restricted cash at end of period	$	147,640	$	85,165	$	47,113


Supplemental disclosure of cash flows
Cash paid for interest	$	5,031	$	—	$	—
Cash refunds from (payments for) income taxes, net	$	(529)	$	103	$	882

The accompanying notes are an integral part of these consolidated financial statements.

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EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Summary of Business and Significant Accounting Policies

Description of Business – eHealth, Inc. (the “Company,” “eHealth,” “we” or “us”) is a leading private online health insurance ~~exchange for individuals, families~~marketplace with a technology and ~~small businesses in the United States. Through our website addresses (www.eHealth.com~~, ~~www.eHealthInsurance.com~~, ~~www.eHealthMedicare.com, www.Medicare.com, www.PlanPrescriber.com~~service platform that provides consumer engagement, education and ~~www.GoMedigap.com), consumers can get quotes from leading~~ health insurance ~~carriers, compare plans side-by-side,~~enrollment solutions. Our mission is to expertly guide consumers through their health insurance enrollment and ~~apply for~~related options, when, where and ~~purchase Medicare-related,~~how they prefer. Our platform leverages technology to solve a critical problem in a large and growing market by aiding consumers in what has traditionally been a complex, confusing, and opaque health insurance purchasing process. Our omnichannel consumer engagement platform differentiates our offering from other brokers and enables consumers to use our services online, by telephone with a licensed insurance agent, or through a hybrid online assisted interaction that includes live agent chat and co-browsing capabilities. We have created a consumer-centric marketplace that offers consumers a broad choice of insurance products that includes thousands of Medicare Advantage, Medicare Supplement, Medicare Part D prescription drug, individual and family, small business and other ancillary health insurance plans. We actively market the availability of Medicare-related insurance plans and offer Medicare plan comparison tools and educational materials for Medicare-related insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans. Our ecommerce technology also enables us to deliver consumers’products from approximately 200 health insurance ~~applications electronically to health insurance carriers. We are licensed to market and sell health insurance in~~carriers across all 50fifty states and the District of Columbia. Our plan recommendation tool curates this broad plan selection by analyzing customer health-related information against plan data for insurance coverage fit. This tool is supported by a unified data platform and is available to our ecommerce customers and our licensed agents. We strive to be the most trusted partner to the consumer in their life's journey through the health insurance market.

Basis of Presentation – Our consolidated financial statements include the accounts of eHealth, Inc. and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. ~~GAAP.”~~GAAP”). Certain prior period amounts have been reclassified to conform with our current period presentation.

Subsequent to the issuance of our consolidated financial statements for the year ended December 31, 2020, we identified certain errors, including a $3.0 million under-recognition of stock-based compensation expense and a $1.5 million over-recognition of licensing costs for the year ended December 31, 2020. We adjusted for these items in the first quarter of 2021 and the adjustments increased our net loss by approximately $1.5 million, or $0.06 per basic and diluted share, in our Condensed Consolidated Statement of Comprehensive Loss for the three months ended March 31, 2021. These items also increased our net loss by approximately $1.5 million, or $0.05 per basic and diluted share, on our Consolidated Statement of Comprehensive Loss for the year ended December 31, 2021. We evaluated the effects of these out-of-period adjustments, both qualitatively and quantitatively, and concluded that the errors and the correction thereof were immaterial both individually and in the aggregate to the current reporting period and the periods in which they originated, including quarterly reporting.

Operating Segments – We report segment information based on how our chief executive officer, who is our chief operating decision maker (“CODM”), regularly reviews our operating results, allocates resources and makes decisions regarding our business operations. The performance measures of our segments include total revenue and profit (loss). Our business structure is comprised of 2two operating segments:

•Medicare; and

•Individual, Family and Small Business

The Medicare segment consists primarily of commissions earned from our sale of Medicare-related health insurance plans, including Medicare Advantage, Medicare Supplement and Medicare Part D prescription drug plans, and to a lesser extent, ancillary products sold to our Medicare-eligible customers, including but not limited to, dental and vision insurance, as well as our advertising program that allows Medicare-related carriers to purchase advertising on a separate website developed, hosted and maintained by us or pursuant to which we perform other services as marketing and our delivery and sale to third parties of Medicare-related health insurance leads generated by our ecommerce platforms and our marketing activities.

The Individual, Family and Small Business segment consists primarily of commissions earned from our sale of individual and family and small business health insurance plans and ancillary products sold to our non-Medicare-eligible customers, including but not limited to, dental, vision, short term disability and long term disability insurance.

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EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

To a lesser extent, the Individual, Family and Small Business segment includes amounts earned from our online sponsorship program that allows carriers to purchase advertising space in specific markets in a sponsorship area on our website, our licensing to third parties the use of our health insurance ecommerce technology and our delivery and sale to third parties of individual and family health insurance leads generated by our ecommerce platforms and our marketing activities.

Marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses that are directly attributable to a segment are reported within the applicable segment. Indirect marketing and advertising, customer care and enrollment and technology and content operating expenses are allocated to each segment based on usage. Other indirect general and administrative operating expenses are managed in a corporate shared services environment and, since they are not the responsibility of segment operating management, are not allocated to the 2two operating segments and are presented as a reconciling item to our consolidated financial results.

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Segment profit is calculated as total revenue for the applicable segment less direct and allocated marketing and advertising, customer care and enrollment, technology and content and general and administrative operating expenses, excluding stock-based compensation expense, depreciation and amortization expense, ~~and~~ amortization of intangible ~~assets.~~assets and impairment, restructuring and other charges.

Use of Estimates – The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including those related to, but not limited to, the useful lives of intangible assets, fair value of investments, recoverability of intangible assets, the commissions we expect to collect for each approved member cohort, valuation allowance for deferred income taxes, provision for income taxes and the assumptions used in determining stock-based compensation. We base our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. Actual results may differ from these estimates.

Cash and Cash Equivalents – ~~We consider all~~Our cash and cash equivalents were held in cash depository accounts with major financial institutions or invested in high quality, short-term liquid investments ~~with an~~having original ~~maturity~~maturities of 90 days or less from the date of ~~purchase to be cash equivalents.~~purchase. Cash and cash equivalents are stated at fair value.

The Company's restricted cash balances are not material and are primarily used to collateralize letters of credit related to certain lease commitments.

Property and Equipment – Property and equipment are stated at cost, less accumulated depreciation and amortization. Finance lease amortization expenses are included in depreciation expense in our Consolidated Statements of Comprehensive ~~Income.~~Income (Loss). Maintenance and minor replacements are expensed as incurred. Depreciation and amortization expenses are computed using the straight-line method based on estimated useful lives as follows:

Computer equipment and software

5 years

Office equipment and furniture

5 years

Leasehold improvements*

10 years

_______

*Lesser of useful life or related lease term

See Note 43 – Supplemental Financial Statement Information of the Notes to Consolidated Financial Statements for additional information regarding our property and equipment.

~~Business Combinations –~~ We allocate the fair value of the acquisition consideration transferred in exchange for our acquired businesses to the tangible assets, liabilities and intangible assets acquired based on their estimated fair values at the acquisition date. The excess of the fair value of acquisition consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related costs are recognized separately from the business combination and are expensed as incurred.

Goodwill and Intangible Assets – Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. ~~In the event that we realign our reporting units, we allocate our goodwill to the new reporting units using the relative fair value approach.~~ We test our goodwill for impairment on an annual basis in the fourth quarter of each year or whenever events or changes in circumstances

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EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

indicate that the asset may be impaired. Factors that we consider in deciding when to perform an impairment test include significant negative industry or economic trends or significant changes or planned changes in our use of the intangible assets.

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

Our goodwill is allocated among our 2two segments, (1) Medicare and (2) Individual, Family and Small Business. ~~NaN~~All of our goodwill ~~impairment has been identified in any of~~resulting from our prior business combinations was allocated to the ~~years presented in the accompanying Consolidated Statements of Comprehensive Income.~~

Medicare segment. Goodwill and intangible assets are considered non-financial assets and therefore, subsequent to their initial recognition are not revalued at fair value each reporting period unless an impairment charge is recognized.

As of December 31, 2021, we performed a goodwill impairment assessment, which included both qualitative and quantitative assessments. Our assessment included a comparison of carrying value to an estimated fair value using a market approach based on our market capitalization. Based on this assessment, we concluded the fair value of our Medicare segment was below the carrying value primarily due to the change in our market valuation at the time and financial performance and recorded a $40.2 million impairment of our goodwill, which was recognized in the "Impairment, restructuring and other charges" line in the Consolidated Statements of Comprehensive Income (Loss). As a result of this impairment, we had no goodwill balance on our Consolidated Balance Sheets at either December 31, 2021 and 2022. There was no goodwill impairment identified for the year ended December 31, 2020.

We must make subjective judgments in determining the independent cash flows that can be related to specific asset groupings. In addition, we must make subjective judgments regarding the remaining useful lives of assets with finite useful lives. When we determine that the useful life of an asset is shorter than we had originally estimated, we accelerate the rate of amortization over the assets’ new, remaining useful life. ~~We evaluated the remaining useful lives of our intangible~~

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate a potential reduction in their fair values below their respective carrying amounts. Intangible assets with finite useful lives, which include purchased technology, pharmacy and ~~determined no material adjustments to the remaining lives were required.~~customer relationships, trade names, and certain trademarks, are amortized over their estimated useful lives. See Note 43 – Supplemental Financial Statement Information of the Notes to Consolidated Financial Statements for additional information regarding our intangible ~~assets.~~assets and related impairment.

Other Long-Lived Assets – We evaluate other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.

Revenue Recognition – Our commission revenue consists of commission payments from health insurance carriers whose health insurance policies are purchased through our ecommerce platforms or telephonically via our customer care center, and bonus payments which are generally based on our attaining predetermined target sales levels or other objectives, as determined by the health insurance carriers. In addition, we also generate revenue from non-commission sources, which include online sponsorship, advertising, lead referrals, and technology licensing.0

We account for revenue under ASC 606 – Revenue from Contracts with ~~Customers.~~Customers. Our revenue consists of commission revenue and other revenue. The core principle of ASC 606 is to recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. Accordingly, we recognize revenue for our services through the application of the following steps:

•Identification of the contract, or contracts, with a customer.

•Identification of the performance obligations in the contract.

•Determination of the transaction price.

•Allocation of the transaction price to the performance obligations in the contract.

•Recognition of revenue when, or as, we satisfy a performance obligation.

Commission ~~Revenue —~~Revenue. Our commission revenue results from approval of an application from health insurance carriers, which we define as our customers under ASC 606. Our commission revenue is primarily comprised of commissions from health insurance carriers which is computed using the estimated constrained lifetime value of commission payments that we expect to receive. Included in commissions are regular administrative payments we receive with respect to administrative services. We estimate commission revenue for each insurance product by using a portfolio approach to a group of approved members by plan type and the

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EHEALTH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

effective month of the relevant plan, which we refer to as “cohorts”. We recognize revenue for plans approved during the period by applying the latest estimated constrained lifetime value (“LTV”) for that product. We recognize

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

adjustment revenue for plans approved in prior periods when changes in assumptions for constrained LTV calculations are made and when there is sufficient evidence demonstrating a trend that is different from the estimated constrained LTV at the time of approval resulting in a change in estimate to expected cash collections. Net adjustment revenue consists of increases in revenue for certain prior period cohorts as well as reductions in revenue for certain prior period cohorts. We recognize positive adjustments to revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We assess the risk of significant revenue reversal based on statistical and qualitative analysis given historical information and current market conditions.

Our commission revenue for each product line is based on a number of assumptions, which include, but are not limited to, estimating conversion of an approved member to a paying member, forecasting average plan duration and forecasting the commission amounts likely to be received per member. These assumptions are based on our analysis of historical trends for the different cohorts and incorporate management’s judgment in interpreting those trends and applying the constraints discussed below. For our Medicare commission revenue, which represented ~~86%~~88%, ~~87%~~86% and ~~83%~~86% of our total commission revenue for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, respectively, the estimated average plan duration, which is the average length of time paying members are active on their plans, used to calculate Medicare health insurance plan LTVs historically has been approximately 3 years for Medicare Advantage plans, and approximately 4 to 5 years for both Medicare Supplement and Medicare Part D prescription drug ~~plans, and approximately 5 years for Medicare Supplement~~ plans. While the average plan duration has been approximately 3 years for Medicare Advantage plans, certain members may have a duration of up to approximately 1314 years. The estimated average plan duration used to calculate the LTV for major medical individual and family health insurance plans historically has been approximately 1.5 to 2 years. For short term health insurance plan LTVs, the estimated average plan duration ~~historically~~ has been ~~less than~~approximately six months. For all other ancillary health insurance plan LTVs, the estimated average plan duration has historically varied from 1 to 36 years.

Constraints are applied to LTV for revenue recognition purposes to help ensure that the total estimated lifetime commissions expected to be collected for an approved member’s plan are recognized as revenue only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with future commissions receivable from the plan is subsequently resolved. Significant judgment can be involved in determining the constraint. To determine the constraints to be applied to LTV, we compare prior calculations of LTV to actual cash received and review the reasons for any variations. We then apply judgment in assessing whether the difference between historical cash collections and LTV is representative of differences that can be expected in future periods. We also analyze whether circumstances have changed and consider any known or potential modifications to the inputs into LTV in light of the factors that can impact the amount of cash expected to be collected in future periods, including but not limited to commission rates, carrier mix, plan duration, cancellations of insurance plans offered by health insurance carriers with which we have a relationship, changes in laws and regulations, and changes in the economic environment. We evaluate the appropriateness of our constraints on an ~~ongoing~~annual basis, at least, and we update our assumptions when we observe a sufficient amount of evidence that would suggest that the long-term expectation underlying the assumptions has changed.

We re-compute LTVs for all outstanding cohorts on a quarterly basis. We continually review and monitor changes in the data used to estimate LTV and compare the cash received for each cohort to our original estimates at the time of approval. The fluctuations of cash received for each cohort as compared to our estimates and the fluctuations in LTV can be significant and may or may not be indicative of the need to adjust revenue for prior period cohorts. Changes in LTV may result in an increase or a decrease to revenue and a corresponding increase or decrease to contract assets – commissions receivable. We analyze these fluctuations and, to the extent we see changes in our estimates of the cash commission collections that we believe are indicative of an increase or decrease to prior period LTVs, we adjust revenue for the affected cohorts at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. As we accumulate more historical data, we continue to enhance our LTV estimation models using statistical tools to increase the accuracy of LTV estimates with an emphasis on improving member attrition forecasting. The

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enhancements to the LTV estimation model provide greater statistical certainty on expected cash collections, particularly for earlier period cohorts where there is more historical data available.

For both Medicare Advantage and Medicare Part D prescription drug plans, we receive a fixed, annual commission payment from insurance carriers generally once the plan is approved by the carrier and either a fixed, monthly, or annual commission payment beginning with and subsequent to the second plan year. In the first plan year of a Medicare Advantage and Medicare Part D prescription drug plan, after the health insurance carrier approves the application but during the effective year of the plan, we are paid a fixed commission that is prorated for the number of months remaining in the calendar year. Additionally, if the plan is the first Medicare Advantage or Medicare Part D prescription drug plan issued to the member, we may receive a higher commission rate that covers a full ~~twelve-month~~12-month period, regardless of the month the plan was effective. We ~~earn commission revenue~~receive commissions for Medicare Advantage and Medicare Part D prescription drug plans for which we are the broker of record, typically until either the policy is cancelled or we otherwise do not remain the agent on the policy.

For individual and family, Medicare Supplement, small business and ancillary plans, our commissions generally represent a flat amount per member per month or a percentage of the premium amount collected by the carrier during the period that a member maintains coverage under a plan. Premium-based commissions are reported to us after the premiums are collected by the carrier, generally on a monthly basis. We generally continue to receive the commission payment from the relevant insurance carrier until the health insurance plan is cancelled or we otherwise do not remain the agent on the policy.

See Note 2 – Revenue of the Notes to Consolidated Financial Statements for additional information regarding our commission revenue.

Other ~~Revenue –~~Revenue. Our non-Medicare plan related sponsorship and advertising program allows carriers to purchase advertising space in specific markets in a sponsorship area on our website. In return, we are typically paid a fee, which is recognized over the period that advertising is displayed, and often a performance fee based on metrics such as submitted health insurance applications, which is recognized when ~~control~~the service has been ~~transferred.~~performed. We also offer Medicare advertising and other services, which include, among other things, marketing and website development, hosting and maintenance. In these instances, we are typically paid a fixed, up-front fee, which we recognize as revenue ~~as control is transferred~~ ratably over the service ~~period.~~period as service is performed.

Our commercial technology licensing business allows carriers the use of our ecommerce platform to offer their own health insurance policies on their websites and agents to utilize our technology to power their online quoting, content and application submission processes. Typically, we are paid a one-time implementation fee, which we recognize on a straight-line basis over the estimated term of the customer relationship, and a performance fee based on metrics such as submitted health insurance applications. The performance fees are based on performance criteria. In instances where the performance criteria data is tracked by us, we recognize revenue in the period of performance and when all other revenue recognition criteria has been met. In instances where the performance criteria data is tracked by the third party, we recognize revenue when reversal of such amounts is not likely to occur.

~~Deferred Revenue –~~ ~~Deferred revenue includes deferred fees and amounts billed to or collected from advertising, sponsorship or technology licensing customers in advance of our performing our service for such~~

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the revenue recognized to date.~~

Incremental Costs to Obtain a ~~Contract~~Contract. — Our sales compensation plans, which are directed at converting leads into approved members, represent fulfillment costs and not costs to obtain a contract with a customer. Additionally, we reviewed compensation plans related to personnel responsible for identifying new health insurance

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carriers and entering into contracts with new health insurance carriers and concluded that no incremental costs are incurred to obtain such contracts. Therefore, costs related these compensation plans are expensed as incurred.

Deferred Revenue – Deferred revenue includes deferred fees and amounts billed to or collected from advertising, sponsorship or technology licensing customers in advance of our performing our service for such customers. It also includes the amount by which both unbilled and billed services provided under our technology licensing arrangements exceed the revenue recognized to date.

Cost of Revenue – Included in cost of revenue are payments related to health insurance policies sold to members who were referred to our website by marketing partners with whom we have revenue-sharing arrangements. In order to enter into a revenue-sharing arrangement, marketing partners must be licensed to sell health insurance in the state where the policy is sold. Costs related to revenue-sharing arrangements are expensed as the related revenue is recognized.

Marketing and Advertising Expenses – Marketing and advertising expenses consist primarily of member acquisition expenses associated with our direct, marketing partner and online advertising member acquisition channels, in addition to compensation and other expenses related to marketing, business development, partner management, public relations and carrier relations personnel who support our offerings. We recognize direct marketing expenses in our direct member acquisition channel in the period in which they are incurred. We recognize online marketing expenses associated with search advertising in the period in which the consumer clicks on the advertisement. Advertising costs incurred in the years ended December 31, 2022, 2021 and 2020 ~~2019 and 2018~~ totaled ~~$178.9~~$169.1 million, ~~$122.6~~$240.4 million, and ~~$64.4~~$178.9 million, respectively.

Our direct channel expenses primarily consist of costs for direct mail, email marketing, online marketing and television and radio advertising. Advertising costs for our direct channel are expensed the first time the related advertising takes place. Our marketing partner channel expenses primarily consist of fees paid to marketing partners with which we have a relationship. Our online advertising channel expenses primarily consist of paid keyword search advertising on search engines and retargeting campaigns. Advertising costs for our marketing partner channel and our online advertising channel are expensed as incurred.

Research and Development Expenses – Research and development expenses consist primarily of compensation and related expenses incurred for employees on our engineering and technical teams, which are expensed as incurred. Research and development costs, which totaled ~~$9.1~~$12.1 million, ~~$8.1~~$10.4 million and ~~$6.9~~$9.1 million for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, respectively, are included in technology and content expense in the accompanying Consolidated Statements of Comprehensive ~~Income.~~Income (Loss).

Internal-Use Software and Website Development Costs – We capitalize costs of materials, consultants and compensation and benefits costs of employees who devote time to the development of internal-use software and websites during the application development stage. The amortization expenses of these assets are recorded in technology and content. Our judgment is required in determining the point at which various projects enter the phases at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized, which is generally 3 years. For the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, we capitalized internal-use software and website development costs of ~~$18.0~~$17.2 million, ~~$10.2~~$19.6 million and ~~$6.3~~$18.0 million respectively, and recorded amortization expense of ~~$7.8~~$17.3 million, ~~$3.8~~$12.9 million, and ~~$2.2~~$7.8 million, respectively. Capitalized internal-use software and website development costs are included in Other Assets on our Consolidated Balance Sheets and were ~~$24.6 million and $14.7~~$31.3 million as of December 31, ~~2020~~2022 and ~~2019, respectively.~~2021. See Note 5 - Equity of the Notes to Consolidated Financial Statements for the amount of stock-based compensation capitalized for internal-use software.

Stock-Based Compensation – We grant stock-based awards to officers and certain other employees of the Company and non-employee directors of the Company. The stock-based awards have consisted of stock options and restricted stock units. We recognize stock-based compensation expense in the accompanying Consolidated Statements of Comprehensive Income (Loss) based on the fair value of our stock-based awards over their respective requisite service periods, typically the vesting ~~periods,~~period, which is generally ~~4 years. The estimated attainment~~four years for service-based awards or the one-year anniversary of ~~performance-based awards~~achieving performance criteria for performance and market-based awards.

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Stock Options.Our stock options have consisted of service, performance and market-based awards and have exercise prices equal to the market price of the underlying common shares on the date of grant and a term of seven years. The estimated grant date fair value of our stock options is estimated using the Black-Scholes option-pricing model and a single option award approach. The weighted-average expected term for stock options granted is calculated using historical option exercise behavior. The dividend yield is determined by dividing the expected per share dividend during the coming year by the grant date stock price. Through December 31, 2022, we had not declared or paid any cash dividends to common stockholders. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term of our stock options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price.

Restricted Stock Units. Our restricted stock units have consisted of service, performance and market-based awards and each represents a contingent right to receive a share of our common stock upon predetermined criteria. The fair value for service and performance based restricted stock units is estimated on the date of grant based on the current market price of our common shares. Our market-based restricted stock units are contingent upon the attainment of certain stock prices generally over a four-year performance period. These awards generally vest on the one-year anniversary of the date of achievement, subject to the employee’s continued service through the vesting date. The grant date fair value of market-based restricted stock awards is determined using the Monte-Carlo simulation model and requires the input of subjective assumptions. The weighted-average expected term is based on the likelihood of achievement using historical behavior. The dividend yield is based on our dividend payment history and expectation of future dividend payments. Through December 31, 2022, we had not declared or paid any cash dividends to common stockholders. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the length of the remaining performance period. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price.

The estimated attainment of performance-based awards and related expense is based on the ~~expectations~~achievement of ~~revenue~~certain financial targets over a predetermined performance period, subject to continued service through the vesting date and ~~earnings target achievement. The estimated fair value~~ultimately are subject to the discretion of ~~performance awards with market conditions is determined using~~ the ~~Monte-Carlo simulation model.~~Company’s compensation committee. The assumptions used in calculating the fair value of stock-based payment awards and expected attainment of performance-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. We will continue to use judgment in evaluating the expected term and volatility related to our own stock-based awards on a prospective basis and incorporating these factors into the model. Changes in key assumptions could significantly impact the valuation of such instruments. ~~The estimated grant date fair value~~

Forfeiture Rate. We estimate a forfeiture rate to calculate the stock-based compensation for all of our awards. We evaluate the appropriateness of the forfeiture rate based on historical forfeiture, analysis of employee turnover, and other factors. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Earnings (Loss) Per Share – Our Series A preferred stock ~~options~~ is ~~determined using~~considered a participating security which requires the ~~Black-Scholes pricing model~~use of the two-class method for the computation of basic and diluted per share amounts. Under the two-class method, earnings available to common stockholders for the period are allocated between common stockholders and participating securities according to dividends accumulated and participation rights in undistributed earnings. Net loss attributable to common stockholders is not allocated to the convertible preferred stock as the holder of the Series A preferred stock does not have a ~~single option award approach. The~~contractual obligation to share in losses. Basic net income (loss) attributable to common stockholders per share is computed by dividing net income (loss) available to common stockholders by the weighted-average ~~expected term~~number of shares of common stock outstanding for ~~stock options granted~~the period. Diluted net income (loss) attributable to common stockholders per share is ~~calculated using historical option exercise behavior. The dividend yield is determined~~computed by dividing the ~~expected per share dividend during the coming year by the grant date stock price. Through December 31, 2020, we had not declared or paid any cash dividends~~net income (loss) available to common stockholders for the period by the weighted average number of common and ~~we do not expect~~common equivalent shares outstanding during the period. Diluted net income (loss) attributable to ~~pay any in the foreseeable future. We base the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal~~common stockholders per share reflects all potential dilutive common stock equivalent shares, including conversion of preferred stock, stock options, restricted stock units and shares to ~~the expected term of~~be issued under our employee stock ~~options. Expected volatility is determined using a combination of the implied volatility of publicly traded options in our stock and historical volatility of our stock price.~~purchase program.

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401(k) Plan – Our board of directors adopted a defined contribution retirement plan ("401(k) Plan") in 1998, which qualifies under Section 401(k) of the Internal Revenue Code of 1986. Participation in the 401(k) Plan is available to substantially all employees in the United States. Employees ~~can~~may contribute up to ~~25%~~85% of their salary, upsubject to ~~the federal maximum allowable limit, on a before-tax basis~~applicable annual Internal Revenue Code limits and are permitted to ~~the 401(k) Plan.~~make both pre-tax and after-tax contributions. Employee contributions are fully vested when contributed. We contribute a maximum of 100% of the first 3% of compensation a participant contributes to the 401(k) Plan, which vests immediately. Our matching contributions to the 401(k) Plan are discretionary and are expensed ~~when~~as incurred. We also match employee contributions to our 401(k) Plan at 100% of an employee’s contribution each pay period, up to a maximum of 3% of the employee’s salary during such pay period for the year ended December 31, 2020, compared to 25% contribution match, with maximum of 3% and 2% for the years ended December 31, 2019 and 2018, respectively. Our matching contributions are expensed as incurred and vest one-third for each of the first three years of the recipient’s service. The recipient is fully vested in all 401(k) Plan matching contributions after three years of service. We recognized expense of ~~$3.5~~$3.8 million, ~~$2.3~~$4.2 million and ~~$1.0~~$3.5 million for the years ended December 31, ~~2020, 2019~~2022, 2021 and ~~2018,~~2020, respectively, related to 401(k) matching contributions.

Income Taxes – We account for income taxes using the liability method. Deferred income taxes are determined based on the differences between the financial reporting and tax bases of assets and liabilities, using enacted statutory tax rates in effect for the year in which the differences are expected to reverse.

We utilize a two-step approach for evaluating uncertain tax positions. Step one, Recognition, requires a company to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, Measurement, is based on the largest amount of benefit, which is more likely than not to be realized on ultimate settlement. We record interest and penalties related to uncertain tax positions as income tax expense in the consolidated financial statements.

~~Seasonality –~~ A greater number of our Medicare-related health insurance plans are sold in our fourth quarter during the Medicare annual enrollment period when Medicare-eligible individuals are permitted to change their Medicare Advantage and Medicare Part D prescription drug coverage for the following year. As a result, our Medicare plan-related commission revenue is highest in our fourth quarter. Any changes or additional enrollment periods may change the seasonality of our business. For instance, due to the recent reintroduction of the Medicare Advantage open enrollment period that takes place in the first quarter of the year, our first quarter is generally the second-highest revenue generating quarter.

The majority of our individual and family health insurance plans are sold in the fourth quarter during the annual open enrollment period as defined under the federal Patient Protection and Affordable Care Act and related amendments in the Health Care and Education Reconciliation Act. Individuals and families generally are not able to

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

purchase individual and family health insurance outside of these open enrollment periods, unless they qualify for a special enrollment period as a result of certain qualifying events, such as losing employer-sponsored health insurance or moving to another state due to the recent COVID-19 pandemic.

Recently Adopted Accounting Pronouncements

~~Financial Instruments – Credit Losses~~Reference Rate Reform (Topic ~~326) –~~848) — In ~~June 2016, the~~March 2020, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~No. 2016-13,~~ ~~Financial Instruments~~ – ~~Credit Losses~~2020-04, Reference Rate Reform (Topic ~~326),~~ ~~that requires companies to present certain financial assets net~~848): Facilitation of the ~~amount~~Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and other transactions affected by reference rate reform if certain criteria are met in order to ease the financial reporting burden as the market transitions from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates expected to be ~~collected.~~discontinued to alternative reference rates. The FASB further issued ASU 2021-01 in January 2021 to refine and clarify the scope of Topic 848. The election allows relief from remeasuring the contracts at modification or from reassessing a previous accounting determination. The guidance ~~requires~~was effective upon issuance and may be applied through December 31, 2022. We elected the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectability. Contract assets – commissions receivable were our only financial assets that were materially impacted by this guidance.

We adopted ASU 2016-13, including applicable amendments in other ASUs issued subsequent to ASU 2016-13, using a modified retrospective transition method on January 1, 2020 for all financial assets measured at amortized cost. Results for periods after January 1, 2020 are presentedoptional expedient under ASU ~~2016-13 while prior period amounts continue~~2020-04 and 2021-01 in the third quarter of 2022 upon the amendment to ~~be reported under~~our term loan credit agreement, which transitions the ~~previous accounting standards. We recorded a $1.1 million decrease, net~~use of ~~income taxes,~~LIBOR to ~~retained earnings as of January 1, 2020 for~~ the ~~cumulative effect of adopting ASU 2016-13. See~~ ~~Note 4~~ – ~~Supplemental Financial Statement Information~~ ~~for further discussion on credit losses.~~

T~~he impact from the~~Secured Overnight Financing Rate ("SOFR"). The adoption of ~~ASU 2016-13 is summarized~~the standard allows entities to account for such modification as ~~follows (in thousands):~~

Balance Sheet Impact: December 31, 2019 Transition Adjustments January 1, 2020
Contract assets – commissions receivable – current $ 174,526 $ (71) $ 174,455
Contract assets – commissions receivable – non-current 414,696 (1,442) 413,254
Other assets* 18,004 366 18,370
Total assets 741,634 (1,147) 740,487
Retained earnings 271,852 (1,147) 270,705

~~____________~~

*~~Adjustment to Other assets is due to~~if the ~~increase in deferred tax assets resulting from~~modification was not substantial and as a result, the ~~adoption~~implementation of ~~ASU 2016-13.~~

~~Cloud Computing Arrangements (Topic 350) –~~ ~~In 2018, the FASB issued ASU No. 2018-15, which amends ASC 350-40 to address~~this standard did not have a customer's accounting for implementation costs incurred in a cloud computing arrangement (CCA) that is a service contract. The update conforms the requirements of capitalizing costs incurred in a CCA that is a service contract with the accounting guidance on capitalizing costs associated with developing or obtaining internal-use software. This update amends ASC 350 to include in its scope implementation costs of a CCA that is a service contract and clarifies that a customer should apply ASC 350-40 to determine which implementation costs should be capitalized. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019. We adopted this guidance prospectively in the first quarter of 2020. Cloud computing implementation costs incurred in hosting arrangements are capitalized and recorded in Other assets on our Consolidated Balance Sheet, and were immaterial for the year ended December 31, 2020.

~~Financial Instruments (Topic 820) –~~ In 2018, the FASB issued ASU No. 2018-13, to change the disclosure requirements for fair value measurement with the objective of improving the effectiveness of the notes to financial statements. This new guidance removed and modified certain disclosure requirements under Topic 820. We adopted this guidance in the first quarter of 2020 with no material impact on our consolidated financial statements.

~~EHEALTH, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~Intangible – Goodwill and Other (Topic 350)~~ See Note 12 - Debt – In 2017, the FASB issued ASU 2017-04 to simplify the subsequent measurement of goodwill by removing the requirement to perform a hypothetical purchase price allocation to compute the implied fair value of goodwill to measure impairment. Instead, any goodwill impairment will equal the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In addition, the guidance eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. This standard is effective for annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019. We adopted this guidance in the first quarter of 2020 with no material impact on our consolidated financial statements.

~~Recent Accounting Pronouncement Not Yet Adopted~~

~~Income Taxes (Topic 740) –~~ ~~In December 2019, the FASB issued ASU No. 2019-12, Income Tax,~~ ~~Simplifying the Accounting for Income Taxes~~, which aims to simplify the accounting by removing certain exceptions to the general principles in Topic 740 and improve consistent application of and simplify GAAP for other areas under this Topic by clarifying existing guidance. ASU 2019-12 is effective for us beginning January 1, 2021. The amendments in this standard update have individually different adoption approaches. We do not anticipate a material impact on our consolidated financial statements and disclosures from the adoption of this standard update.

~~Codification Improvements~~– ~~In October 2020, the FASB issued ASU No. 2020-10,~~ ~~Codification Improvements~~. ASU 2020-10 is intended to facilitate codification updates for technical corrections, such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. It contains amendments that improve the consistency of the codification by including all disclosure guidance in the appropriate disclosure section and other updates that varies in nature. ASU 2020-10 is effective for us beginning January 1, 2021. We do not anticipate a material impact on our consolidated financial statements and disclosures from adoption of this standard update.

~~Debt with Conversion and Other Options (Topic 470) and Contracts in Entity's Own Equity (Topic 815)~~ ~~– In June 2020, the FASB issued No. 2020-06 to simplify the accounting for convertible instruments and improve the usefulness and relevance of~~additional information regarding ~~convertible instruments. This ASU reduce~~ the number of accounting models for converting debt instruments and convertible preferred stock. ASU 2020-06 is effective for us beginning January 1, 2022, with early adoption permitted. We are currently evaluating the potential effect onamendment to our ~~consolidated financial statements and related disclosures.~~term loan credit agreement.

8988

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Note 2 – Revenue

Disaggregation of Revenue – The table below depicts the disaggregation of revenue by product and is consistent with how we evaluate our financial performance (in thousands):


		Year Ended December 31,							Year Ended December 31,
		2020		2019		2018			2022		2021		2020
Medicare	Medicare							Medicare
Medicare Advantage	Medicare Advantage	$	374,981	$	339,810	$	143,445	Medicare Advantage	$	293,562	$	393,868	$	374,981
Medicare Supplement	Medicare Supplement	48,526		40,345		31,166		Medicare Supplement	17,419		24,272		48,526
Medicare Part D	Medicare Part D	12,909		26,824		14,609		Medicare Part D	7,171		7,361		12,909
Total Medicare	Total Medicare	436,416		406,979		189,220		Total Medicare	318,152		425,501		436,416
Individual and Family (1)	Individual and Family (1)							Individual and Family (1)
Non-Qualified Health Plans	Non-Qualified Health Plans	20,813		17,559		6,470		Non-Qualified Health Plans	12,430		23,579		20,813
Qualified Health Plans	Qualified Health Plans	5,856		6,866		5,789		Qualified Health Plans	5,435		9,295		5,856
Total Individual and Family	Total Individual and Family	26,669		24,425		12,259		Total Individual and Family	17,865		32,874		26,669
Ancillary	Ancillary							Ancillary
Short-term	Short-term	9,494		10,524		5,583		Short-term	4,419		6,112		9,494
Dental	Dental	9,354		5,238		2,717		Dental	3,489		10,216		9,354
Vision	Vision	3,896		2,002		1,467		Vision	1,050		2,250		3,896
Other	Other	4,392		3,985		4,941		Other	2,508		2,776		4,392
Total Ancillary	Total Ancillary	27,136		21,749		14,708		Total Ancillary	11,466		21,354		27,136
Small Business	Small Business	9,568		9,922		8,595		Small Business	11,842		10,720		9,568
Commission Bonus		8,400		3,601		2,429
Commission Bonus and Other								Commission Bonus and Other	1,921		2,670		8,400
Total Commission Revenue	Total Commission Revenue	508,189		466,676		227,211		Total Commission Revenue	361,246		493,119		508,189

Other Revenue	Other Revenue							Other Revenue
Sponsorship and Advertising Revenue	Sponsorship and Advertising Revenue	68,383		35,375		15,796		Sponsorship and Advertising Revenue	40,960		40,560		68,383
Other	Other	6,202		4,150		8,388		Other	3,150		4,520		6,202
Total Other Revenue	Total Other Revenue	74,585		39,525		24,184		Total Other Revenue	44,110		45,080		74,585
Total Revenue	Total Revenue	$	582,774	$	506,201	$	251,395	Total Revenue	$	405,356	$	538,199	$	582,774


Delaware						56-2357876
(State or other jurisdiction of incorporation or organization)						(I.R.S Employer Identification No)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	EHTH	The Nasdaq Stock Market LLC


		PAGE
Summary of Risk Factors		2
Forward-Looking Statements		34
PART I
Item 1.	Business	45
Item 1A.	Risk Factors	1518
Item 1B.	Unresolved Staff Comments	4145
Item 2.	Properties	4145
Item 3.	Legal Proceedings	4245
Item 4.	Mine Safety Disclosures	4245

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4346
Item 6.	~~Selected Consolidated Financial Data~~[Reserved]	4447
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4548
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 8.	Financial Statements and Supplementary Data	74
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~116~~115
Item 9A.	Controls and Procedures	~~116~~115
Item 9B.	Other Information	~~119~~118
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	118

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	~~119~~118
Item 11.	Executive Compensation	~~119~~118
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~119~~118
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~119~~118
Item 14.	Principal Accountant Fees and Services	119

PART IV
Item 15.	Exhibits and Financial Statement Schedules	120
Item 16.	Form 10-K Summary	120
Signatures		121
Exhibit Index		~~122~~123


			Change						Change
	2020		$		%		2019		$		%		2018
Revenue
Medicare	$	516,762	$	69,801	16	%	$	446,961	$	236,391	112	%	$	210,570
Individual, Family and Small Business	66,012		6,772		11	%	59,240		18,415		45	%	40,825
Total revenue	$	582,774	76,573		15	%	$	506,201	254,806		101	%	$	251,395
Segment profit
Medicare segment profit	$	101,963	(53,271)		(34)	%	$	155,234	94,390		155	%	$	60,844
Individual, Family and Small Business segment profit	39,383		16,015		69	%	23,368		17,565		303	%	5,803
Total segment profit	141,346		(37,256)		(21)	%	178,602		111,955		168	%	66,647
Corporate	(57,664)		(12,290)		27	%	(45,374)		(12,378)		38	%	(32,996)
Stock-based compensation expense	(25,172)		(2,602)		12	%	(22,570)		(10,281)		84	%	(12,289)
Depreciation and amortization	(3,694)		(711)		24	%	(2,983)		(504)		20	%	(2,479)
Change in fair value of earnout liability	—		24,079		(100)	%	(24,079)		(11,779)		96	%	(12,300)
Restructuring charges	—		—		*		—		1,865		(100)	%	(1,865)
Acquisition costs	—		—		*		—		76		(100)	%	(76)
Amortization of intangible assets	(1,493)		694		(32)	%	(2,187)		(96)		5	%	(2,091)
Other income, net	666		(1,424)		(68)	%	2,090		1,335		177	%	755
Income before income taxes	$	53,989	$	(29,510)	(35)	%	$	83,499	$	80,193	2,426	%	$	3,306


			Change						Change
	2022		$		%		2021		$		%		2020
Revenue:
Medicare	$	361,687	$	(109,530)	(23)	%	$	471,217	$	(45,545)	(9)	%	$	516,762
Individual, Family and Small Business	43,669		(23,313)		(35)	%	66,982		970		1	%	66,012
Total revenue	$	405,356	(132,843)		(25)	%	$	538,199	(44,575)		(8)	%	$	582,774
Segment profit (loss)
Medicare(1)	$	(9,873)	2,206		(18)	%	$	(12,079)	(120,866)		(111)	%	$	108,787
Individual, Family and Small Business(1)	21,438		(24,267)		(53)	%	45,705		5,390		13	%	40,315
Segment profit	11,565		(22,061)		(66)	%	33,626		(115,476)		(77)	%	149,102
Corporate	(53,238)		3,087		(5)	%	(56,325)		1,339		(2)	%	(57,664)
Stock-based compensation expense	(20,316)		12,541		(38)	%	(32,857)		(7,685)		31	%	(25,172)
Depreciation and amortization(2)	(21,108)		(2,777)		(15)	%	(18,331)		(6,881)		60	%	(11,450)

Impairment, restructuring and other charges	(19,616)		31,606		(62)	%	(51,222)		(51,222)		—	%	—

Amortization of intangible assets	—		536		(100)	%	(536)		957		(64)	%	(1,493)
Other income (expense), net	(3,676)		(4,431)		(587)	%	755		89		13	%	666
Income (loss) before income taxes	$	(106,389)	18,501		(15)	%	$	(124,890)	(178,879)		(331)	%	$	53,989


	12/31/2015		12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020
eHealth, Inc.	$	100.00	$	106.71	$	174.05	$	384.97	$	962.73	$	707.52
Nasdaq Composite	$	100.00	$	108.87	$	141.13	$	137.12	$	187.44	$	271.64
RDG Internet Composite	$	100.00	$	104.75	$	157.67	$	156.03	$	207.10	$	318.18


		December 31, 2020		December 31, 2019			December 31, 2022		December 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	43,759	$	23,466	Cash and cash equivalents	$	144,401	$	81,926
Short-term marketable securities	Short-term marketable securities	49,620		—		Short-term marketable securities	—		41,306
Total cash, cash equivalents, and short-term marketable securities	Total cash, cash equivalents, and short-term marketable securities	$	93,379	$	23,466	Total cash, cash equivalents, and short-term marketable securities	$	144,401	$	123,232


Years Ending December 31,	Operating Lease Obligations*		Service and Licensing Obligations		Total Obligations
2021	$	7,644	$	5,775	$	13,419
2022	7,701		3,408		11,109
2023	8,033		2,745		10,778
2024	7,832		2,056		9,888
2025	8,009		1,353		9,362
Thereafter	19,408		1,353		20,761
Total	$	58,627	$	16,690	$	75,317


	December 31, 2020*		December 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	43,759	$	23,466
Short-term marketable securities	49,620		0
Accounts receivable	1,799		2,332
Contract assets – commissions receivable – current	219,153		174,526
Prepaid expenses and other current assets	16,661		7,822
Total current assets	330,992		208,146
Contract assets – commissions receivable – non-current	573,252		414,696
Property and equipment, net	14,609		10,518
Operating lease right-of-use assets	42,558		36,621
Restricted cash	3,354		3,354
Other assets	26,455		18,004
Intangible assets, net	8,569		10,062
Goodwill	40,233		40,233
Total assets	$	1,040,022	$	741,634
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	36,921	$	24,554
Accrued compensation and benefits	20,542		29,578
Accrued marketing expenses	17,788		12,041
Earnout liability – current	0		37,273
Lease liabilities – current	5,192		4,759
Deferred revenue	308		2,570
Other current liabilities	3,657		2,210
Total current liabilities	84,408		112,985
Commitments and contingencies	0		0


Deferred income taxes – non-current	72,317		64,130
Lease liabilities – non-current	41,369		34,305
Other non-current liabilities	4,370		3,050
Stockholders’ equity:
Preferred stock, par value $0.001 per share; 10,000 authorized; NaN issued and outstanding	0		0
Common stock, par value $0.001 per share; 100,000 authorized; 37,755 and 34,752 issued as of December 31, 2020 and 2019, respectively; 25,924 and 23,136 outstanding as of December 31, 2020 and 2019, respectively	38		35
Additional paid-in capital	721,013		455,159
Treasury stock, at cost: 11,831 and 11,616 shares as of December 31, 2020 and 2019, respectively	(199,998)		(199,998)
Retained earnings	316,155		271,852
Accumulated other comprehensive income	350		116
Total stockholders’ equity	837,558		527,164
Total liabilities and stockholders’ equity	$	1,040,022	$	741,634


Balance Sheet Impact:	December 31, 2019		Transition Adjustments		January 1, 2020
Contract assets – commissions receivable – current	$	174,526	$	(71)	$	174,455
Contract assets – commissions receivable – non-current	414,696		(1,442)		413,254
Other assets*	18,004		366		18,370
Total assets	741,634		(1,147)		740,487

Retained earnings	271,852		(1,147)		270,705


	Years Ended December 31,
	2020		2019		2018
Medicare
Commission Revenue from Members Approved During the Period (1)	$	440,722	$	355,916	$	192,382
Net Commission Revenue from Members Approved in Prior Periods (2)	5,665		55,292		(124)
Total Medicare Segment Commission Revenue	$	446,387	$	411,208	$	192,258
Individual, Family and Small Business
Commission Revenue from Members Approved During the Period (1)	$	21,971	$	22,614	$	24,079
Net Commission Revenue from Members Approved in Prior Periods (2)	39,831		32,854		10,874
Total Individual, Family and Small Business Segment Commission Revenue	$	61,802	$	55,468	$	34,953

Total Commission Revenue from Members Approved During the Period (1)	$	462,693	$	378,530	$	216,461
Total Net Commission Revenue from Members Approved in Prior Periods (2)(3)	45,496		88,146		10,750
Total Commission Revenue	$	508,189	$	466,676	$	227,211


~~Acquisition Consideration~~
~~Cash paid~~	$	~~15,000~~
~~Fair value of equity awards issued to GoMedigap members~~ ~~(1)~~	~~5,595~~
~~Estimated fair value of earnout liability~~	~~27,700~~
	$	~~48,295~~
~~Allocation~~
~~Cash and cash equivalents~~	$	71
~~Contract assets – commissions receivable – current~~	~~4,371~~
~~Prepaid expenses and other current assets~~	11
~~Contract assets – commissions receivable – non-current~~	~~11,103~~
~~Property and equipment, net~~	~~174~~
~~Accounts payable~~	~~(110)~~
~~Accrued compensation and benefits~~	~~(132)~~
~~Other current liabilities~~	~~(130)~~
~~Net tangible assets acquired~~	~~15,358~~
~~Intangible assets~~	~~6,800~~
~~Goodwill~~	~~26,137~~
~~Total intangible assets acquired~~	~~32,937~~
~~Total net assets acquired~~	$	~~48,295~~


~~Technology~~	$	~~2,000~~
~~Trade names, trademarks and website addresses~~	~~4,800~~
~~Total intangible assets~~	$	~~6,800~~


	December 31, 2022		December 31, 2021
Beginning balance	$	2,198	$	2,026

Change in allowance	200		172



Ending balance	$	2,398	$	2,198


	~~December 31, 2020~~
~~Beginning balance~~	$	0
~~Impact from the adoption of ASU 2016-13~~	~~1,513~~
~~Current period provision for expected credit losses~~	~~513~~



~~Ending balance~~	$	~~2,026~~


		Year Ended December 31, 2020						Year Ended December 31, 2022
		Medicare Segment		IFP/SMB Segment		Total				Medicare Segment		IFP/SMB Segment		Total
Beginning balance	Beginning balance	$	550,922	$	38,300	$	589,222		Beginning balance	$	837,474	$	70,788	$	908,262
Commission revenue from members approved during the period	Commission revenue from members approved during the period	440,722		21,971		462,693			Commission revenue from members approved during the period	322,506		22,358		344,864
Net commission revenue adjustments from members approved in prior period		5,665		39,831		45,496
Commission revenue from renewals of small business members during the period									Commission revenue from renewals of small business members during the period	—		9,981		9,981
Net commission revenue from members approved in prior periods									Net commission revenue from members approved in prior periods	(2,326)		8,727		6,401
Cash receipts	Cash receipts	(255,781)		(47,199)		(302,980)			Cash receipts	(340,426)		(44,578)		(385,004)
Net change in credit loss allowance*		(1,891)		(135)		(2,026)
Net change in credit loss allowance									Net change in credit loss allowance	(185)		(15)		(200)
Ending balance	Ending balance	$	739,637	$	52,768	$	792,405		Ending balance	$	817,043	$	67,261	$	884,304


	Year Ended December 31, 2021
	Medicare Segment		IFP/SMB Segment		Total
Beginning balance	$	739,637	$	52,768	$	792,405
Commission revenue from members approved during the period	437,738		25,078		462,816
Commission revenue from renewals of small business members during the period	—		8,564		8,564
Net commission revenue from members approved in prior periods	(8,414)		30,153		21,739
Cash receipts	(331,328)		(45,762)		(377,090)
Net change in credit loss allowance	(159)		(13)		(172)

Ending balance	$	837,474	$	70,788	$	908,262


	Year Ended December 31, 2019
	Medicare Segment		IFP Segment		Total
Beginning balance	$	311,977	$	33,881	$	345,858
Commission revenue from members approved during the period	355,916		22,614		378,530
Net commission revenue adjustments from members approved in prior period	55,292		32,854		88,146
Cash receipts	(172,263)		(51,049)		(223,312)

Ending balance	$	550,922	$	38,300	$	589,222


	December 31, 2020							December 31, 2019
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-average remaining useful life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted-average remaining useful life
Technology	$	2,000	$	(1,945)	$	55	0.1	$	2,000	$	(1,278)	$	722	1.1
Pharmacy and customer relationships	9,500		(9,500)		0		0.0	9,500		(9,183)		317		0.3
Trade names, trademarks and website addresses	5,700		(2,300)		3,400		7.1	5,700		(1,791)		3,909		8.0
Total intangible assets subject to amortization	$	17,200	$	(13,745)	3,455			$	17,200	$	(12,252)	$	4,948
Indefinite-lived trademarks and domain names					5,114		Indefinite					5,114		Indefinite
Intangible assets					$	8,569						$	10,062


Level 1						Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2						Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability.
Level 3						Unobservable inputs for the asset or liability.


		December 31, 2020										December 31, 2022
		Carrying Value		Level 1		Level 2		Level 3		Total				Carrying Value		Level 1		Level 2		Level 3		Total
Assets	Assets												Assets
Cash equivalents	Cash equivalents												Cash equivalents
Money market funds	Money market funds	$	4,207	$	4,207	$	0	$	0	$	4,207		Money market funds	$	13,015	$	13,015	$	—	$	—	$	13,015

Short-term marketable securities
Commercial paper	Commercial paper	14,197		0		14,197		0		14,197			Commercial paper	112,268		—		112,268		—		112,268
Agency bonds	Agency bonds	35,423		0		35,423		0		35,423			Agency bonds	1,342		—		1,342		—		1,342

Total assets measured at fair value	Total assets measured at fair value	$	53,827	$	4,207	$	49,620	$	0	$	53,827		Total assets measured at fair value	$	126,625	$	13,015	$	113,610	$	—	$	126,625


		As of December 31, 2019											December 31, 2021
		Carrying Value		Level 1		Level 2		Level 3		Total			Carrying Value		Level 1		Level 2		Level 3		Total
Assets	Assets											Assets
Cash equivalents	Cash equivalents											Cash equivalents
Money market funds	Money market funds	$	7,261	$	7,261	$	0	$	0	$	7,261	Money market funds	$	9,217	$	9,217	$	—	$	—	$	9,217
Liabilities
Earnout liability - current		$	37,273	$	0	$	0	$	37,273	$	37,273
Commercial paper												Commercial paper	39,456		—		39,456		—		39,456
Short-term marketable securities												Short-term marketable securities
Commercial paper												Commercial paper	38,801		—		38,801		—		38,801

Corporate bond												Corporate bond	2,505		—		2,505		—		2,505

Total assets measured at fair value												Total assets measured at fair value	$	89,979	$	9,217	$	80,762	$	—	$	89,979


	As of December 31, 2020				As of December 31, 2019
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year	$	53,788	$	53,827	$	7,261	$	7,261


	As of December 31, 2022				As of December 31, 2021
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in 1 year	$	126,664	$	126,625	$	89,988	$	89,979


											December 31, 2022
		Amortized Cost		Unrealized Gain		Unrealized Loss		Fair Value			Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash equivalents	Cash equivalents									Cash equivalents
Money market funds	Money market funds	$	4,207	$	0	$	0	$	4,207	Money market funds	$	13,015	$	—	$	—	$	13,015

Short-term marketable securities
Commercial paper	Commercial paper	14,197		0		0		14,197		Commercial paper	112,307		—		(39)		112,268
Agency bonds	Agency bonds	35,384		40		(1)		35,423		Agency bonds	1,342		—		—		1,342

Total	Total	$	53,788	$	40	$	(1)	$	53,827	Total	$	126,664	$	—	$	(39)	$	126,625






~~Balance as of December 31, 2018~~	$	~~40,000~~
~~Change in fair value~~	~~24,079~~
~~Settlements~~	~~(26,806)~~
~~Balance as of December 31, 2019~~	~~37,273~~

~~Settlements~~	~~(37,273)~~
~~Balance as of December 31, 2020~~	$	0


	December 31, 2020	December 31, 2019
Stock options issued and outstanding	527	649
Restricted stock units issued and outstanding	2,370	2,201
Shares available for grant	1,509	2,197
Total shares reserved	4,406	5,047


~~Beginning balance~~Balance at December 31, 2021 (1)			~~2,197~~1,159
Additional shares authorized			5,000
Restricted stock units granted (2)			~~(1,038)~~(2,423)

Restricted stock units cancelled (3)			~~322~~1,308
Options cancelled			28121
~~Ending balance~~Balance at December 31, 2022			~~1,509~~5,165


	Number of Stock Options (1)	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (2)
Outstanding as of December 31, 2019	649	$	19.57	4.4	$	49,661
Granted	0	$	0
Exercised	(92)	$	21.20
Cancelled	(30)	$	26.67
Outstanding balance as of December 31, 2020	527	$	18.88	3.3	$	29,582
Vested and expected to vest as of December 31, 2020	520	$	18.71	3.3	$	29,281
Exercisable as of December 31, 2020	450	$	17.18	3.1	$	26,026


	Number of Restricted Stock Units (1)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Service Period	Aggregate Intrinsic Value (2)
Outstanding as of December 31, 2019	2,201	$	39.08	1.6	$	211,443
Granted	1,038	$	94.10
Vested	(547)	$	42.28
Cancelled	(322)	$	54.81
Outstanding as of December 31, 2020	2,370	$	60.44	1.8	$	177,746


	~~Year Ended December 31, 2020~~
~~Expected term (years)~~	~~0.5~~
~~Expected volatility~~	~~77.4~~	%
~~Expected dividend yield~~	0	%
~~Risk-free interest rate~~	~~0.1~~	%


			Year Ended December 31,
			2021
Expected term (years)			7.0
Expected volatility			69.1%
Expected dividend yield			—%
Risk-free interest rate			1.3%


Gross proceeds	$	225,000
Less: issuance costs	(10,975)
Net proceeds	$	214,025

Balance as of Closing Date	$	214,025
Accrued paid-in-kind dividends	12,206
Change in preferred stock redemption value	6,361
Balance as of December 31, 2021	232,592
Accrued paid-in-kind dividends	19,357
Change in preferred stock redemption value	11,335
Balance as of December 31, 2022	$	263,284


For the Years Ending December 31,
2023	$	7,782
2024	2,519
2025	229
2026	—
2027	—
Thereafter	—
Total	$	10,530


	December 31, 2020			December 31, 2019
Operating cash outflows from operating leases	$	7,090		$	5,464
Non-cash investing activities relating to operating lease right-of-use assets	$	10,919		$	40,646
Weighted-average remaining lease term of operating leases	7.2 years			7.6 years
Weighted-average discount rate used to recognize operating lease right-of-use-assets	5.4		%	5.9		%