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What changed in EverQuote, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of EverQuote, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+195 added−199 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in EverQuote, Inc.'s 2025 10-K

195 paragraphs added · 199 removed · 153 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

23 edited+2 added−7 removed54 unchanged
Biggest changeTo achieve this goal, we intend to continue to grow our business by pursuing the following strategies: Add more insurance providers and increase revenue per provider. We plan to grow the number of insurance providers on our platform by demonstrating the value proposition of our marketplace as an efficient, scalable customer acquisition channel and adding new provider-facing features.
Biggest changeWe plan to grow the number of insurance providers on our platform by demonstrating the value proposition of our marketplace as an efficient, scalable customer acquisition channel and adding new provider-facing features.
Because we work with consumer information and other data and engage in marketing and advertising activities via telephone, email, and text messages, we are also subject to laws and regulations that address privacy, data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of personal information and other data, including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or collectively, the CCPA, and other state privacy laws, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN-SPAM Act, and the TCPA.
Because we work with consumer information and other data and engage in marketing and advertising activities via telephone, email, and text messages, we are also subject to laws and regulations that address privacy, data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of personal information and other data, including the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or collectively, the CCPA, and other state privacy laws, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN-SPAM Act, and the Telephone Consumer Protection Act, or TCPA.
Market Opportunity P&C insurance is one of the largest segments of the United States economy and is highly fragmented with over 2,500 insurance carriers and over 100,000 insurance agencies, which collectively issued policies representing over $1 trillion in premiums in 2023. To capture new policies and retain their existing customers, U.S.
Market Opportunity P&C insurance is one of the largest segments of the United States economy and is highly fragmented with over 2,500 insurance carriers and over 100,000 insurance agencies, which collectively issued policies representing over $1 trillion in premiums in 2024. To capture new policies and retain their existing customers, U.S.
We plan to continue to grow both the number of carriers participating in our marketplace and the level of participation from each carrier. Insurance agents deliver auto and home and renters insurance to consumers on behalf of one or more carriers. As of December 31, 2024, we had approximately 6,000 enrolled insurance agencies on our platform.
We plan to continue to grow both the number of carriers participating in our marketplace and the level of participation from each carrier. Insurance agents deliver auto and home and renters insurance to consumers on behalf of one or more carriers. As of December 31, 2025, we had approximately 6,000 enrolled insurance agencies on our platform.
Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquires sold as referrals to insurance providers.
Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquiries sold as referrals to insurance providers.
All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. 9 Table of Contents
All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. 8 Table of Contents
We offer insurance providers a number of benefits to enable them to drive profitable growth, such as access to a high volume of insurance shoppers, precise targeting capabilities to ensure they connect with the right prospects, high bind rates for consumer referrals through broad data integration with insurance providers, and a flexible advertising channel. Consumer engagement and benefits.
We offer insurance providers a number of benefits to enable them to drive profitable growth, such as access to a high volume of insurance shoppers, precise targeting capabilities to ensure they connect with the right prospects, high bind rates for consumer referrals through broad data integration with insurance providers, and a flexible advertising channel. 4 Table of Contents Consumer engagement and benefits.
Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K. 8 Table of Contents Available Information Our internet address is www.everquote.com.
Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K. Available Information Our internet address is www.everquote.com.
This team analyzes account performance and consults with agents to optimize their participation in our marketplace, help them achieve growth and return-on-investment objectives, expand volume and add products. Competition We face competition to attract consumers to our websites as well as for insurance provider advertising and marketing spend. Competition for insurance provider advertising and marketing spend.
This team analyzes account performance and consults with agents to optimize their participation in our marketplace, help them achieve growth and return-on-investment objectives, expand volume and add products. 6 Table of Contents Competition We face competition to attract consumers to our websites as well as for insurance provider advertising and marketing spend. Competition for insurance provider advertising and marketing spend.
Furthermore, we believe the breadth of the insurance provider options in our marketplace gives us an inherent advantage over single-brand insurance providers with respect to conversion and bind rates for consumers. Employees and Human Capital Resources Our company culture is data-driven, entrepreneurial and innovative. As of January 31, 2025, we had 331 employees, of which 324 were full-time.
Furthermore, we believe the breadth of the insurance provider options in our marketplace gives us an inherent advantage over single-brand insurance providers with respect to conversion and bind rates for consumers. Employees and Human Capital Resources Our company culture is data-driven, entrepreneurial and innovative. As of January 31, 2026, we had 356 employees, most of which were full-time.
P&C insurance carriers spent $117 billion in 2023 on marketing and distribution. However, carriers face challenges in this market that create a significant opportunity for companies that can efficiently align consumers and providers.
P&C insurance carriers spent $129 billion in 2024 on marketing and distribution. However, carriers face challenges in this market that create a significant opportunity for companies that can efficiently align consumers and providers.
The insurance industry is also making products easier to buy and sell through digital channels with the integration and digitalization of insurance products. We believe that the rise of digital 4 Table of Contents insurance products and shopping experiences will enable more personal, end-to-end shopping experiences, products and services, resulting in more consumers shopping for insurance online.
The insurance industry is also making products easier to buy and sell through digital channels with the integration and digitalization of insurance products. We believe that the continued rise in digital insurance products and shopping experiences enable more personal, end-to-end shopping experiences, products and services, resulting in more consumers shopping for insurance online.
These challenges include: • Misalignment of providers and consumers, creating an inefficient match between supply and demand • A complex, fragmented and opaque market for consumers • Inefficient advertising channels for insurance providers Due to these challenges, insurance providers are seeking more efficient ways to connect with consumers, and as a result the internet has become increasingly influential in consumer insurance shopping.
These challenges include: • Misalignment of providers and consumers, creating an inefficient match between supply and demand • A complex, fragmented and opaque market for consumers • Inefficient advertising channels for insurance providers Due to these challenges, insurance providers are seeking more efficient ways to connect with consumers, and as a result the internet has become increasingly influential in consumer insurance shopping, and $8 billion of 2024 insurance carriers’ marketing spend was on digital advertising.
Our marketing spend across channels is fundamentally algorithmic and performance based. Over time, we believe we will increase our brand equity and recognition as we serve more ad impressions. Additionally, we have built an efficient, consultative sales and customer success organization, which sells our marketplace referrals to insurance carriers and agencies. Carrier sales and marketing.
Over time, we believe we will increase our brand equity and recognition as we serve more ad impressions. Additionally, we have built an efficient, consultative sales and customer success organization, which sells our marketplace referrals to insurance carriers and agencies. Carrier sales and marketing.
Our marketplace consists of an extensive network of national and regional carriers as well as technology-enabled companies. Our largest customer accounted for 39% of our total revenue for the year ended December 31, 2024. Our two largest customers together accounted for 27% of our total revenue for the year ended December 31, 2023.
Our marketplace consists of an extensive network of national and regional carriers as well as technology-enabled companies. Our two largest customers accounted for 38% and 11%, respectively, of our total revenue for the year ended December 31, 2025. Our largest customer accounted for 39% of our total revenue for the year ended December 31, 2024.
We are focused on further penetrating the large base of more than 100,000 P&C insurance agencies in the United States. 6 Table of Contents Sales and Marketing Our sales and marketing efforts are designed to increase engagement by both insurance providers and consumers and enhance their awareness of our company.
We are focused on further penetrating the large base of more than 100,000 P&C insurance agencies in the United States. Sales and Marketing Our sales and marketing efforts are designed to increase engagement by both insurance providers and consumers and enhance their awareness of our company. Our marketing spend across channels is fundamentally algorithmic and performance based.
Conversely, during economic downturns, advertising expenses can be rapidly reduced. We are also able to quickly adjust our advertising expense if we believe the revenue associated with it does not result in incremental profit to the business. Ability to expand with significant operating leverage.
We are also able to quickly adjust our advertising expense if we believe the revenue associated with it does not result in incremental profit to the business. Ability to expand with significant operating leverage.
We are affected by laws and regulations relating to the insurance industry, which is heavily regulated. While it is difficult to determine the impact of potential reforms on our future business, it is possible that such changes in industry regulation could affect our operations and demand for our platform.
While it is difficult to determine the impact of potential reforms on our future business, it is possible that such changes in industry regulation could affect our operations and demand for our platform.
Increased quote requests, combined with quote and bind feedback, improve insurance providers’ advertising and marketing efficiency, resulting in more providers and advertising spend in our marketplace. More providers and advertising spend enable us to attract more consumers, generating more data. 5 Table of Contents Flexible business model.
Increased quote requests, combined with quote and bind feedback, improve insurance providers’ advertising and marketing efficiency, resulting in more providers and advertising spend in our marketplace. More providers and advertising spend enable us to attract more consumers, generating more data. Flexible business model. Our cost structure provides us with the flexibility to react to changes in the business cycle.
In addition, we conduct employee surveys to gauge employee engagement and solicit feedback and enhance our understanding of the views of our employees, work environment and culture.
In addition, we conduct employee surveys to gauge employee engagement and solicit feedback and enhance our understanding of the views of our employees, work environment and culture. The results from engagement surveys are used to implement programs and processes designed to enhance employee engagement and improve the employee experience.
Our cost structure provides us with the flexibility to react to changes in the business cycle. Our largest expense is advertising spend, which is variable and can be quickly adjusted to market conditions. During periods of economic expansion, we can increase advertising spend to attract consumers to our platform and further enhance the strength of our marketplace.
Our largest expense is advertising spend, which is variable and can be quickly adjusted to market conditions. During periods of economic expansion, we can increase advertising spend to attract consumers to our platform and further enhance the strength of our marketplace. Conversely, during economic downturns, advertising expenses can be rapidly reduced.
The results from engagement surveys are used to implement programs and processes designed to enhance employee engagement and improve the employee experience. 7 Table of Contents Regulation Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal, state, and foreign laws and regulations.
Regulation Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal, state, and foreign laws and regulations.
We take a variety of technical and organizational security measures and other measures to protect our data, including data pertaining to our consumers, employees, and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.
We take a variety of technical and organizational security measures and other measures to protect our data, including data pertaining to our consumers, employees, and business partners.
Removed
General Developments A substantial majority of the referrals made through our marketplace have historically been for automotive insurance. Starting in late 2021 and continuing throughout 2023, the auto insurance industry experienced deteriorating underwriting performance due to a rise in claims, inflation, and inadequate policy premiums.
Added
To achieve this goal, we intend to continue to grow our business by pursuing the following strategies: 5 Table of Contents Add more insurance providers and increase revenue per provider.
Removed
This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023. In 2023, we implemented a workforce reduction plan to improve operating efficiency.
Added
Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data. 7 Table of Contents We are affected by laws and regulations relating to the insurance industry, which is heavily regulated.
Removed
In order to increase our focus on P&C insurance verticals, we also sold health insurance-related assets and exited our health insurance vertical, an area that would have required significant capital investment and scale to effectively compete amid an increasingly unpredictable regulatory environment.
Removed
The state of the auto insurance market remains volatile, and while we have seen improvements in spending patterns in 2024, including from our largest carrier customer, not all of our carrier customers have increased their spend in a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases.
Removed
On January 24, 2025, the United States Court of Appeals for the Eleventh Circuit vacated amended regulations by the Federal Communications Commission, or FCC, under the Telephone Consumer Protection Act, or TCPA, that were published on January 26, 2024 and that would have taken effect on January 27, 2025.
Removed
The vacated regulations would have required “one-to-one consent” for outbound telemarketing calls or texts made using an automatic telephone dialing system or pre-recorded or artificial voice messages to wireless or residential numbers. It remains unclear whether or how government agencies or legislatures will revisit telephone call consent issues.
Removed
The effects of such types of regulations could require us to modify our data use practices and policies and incur compliance-related costs and expenses and our business could be impacted either directly or indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

59 edited+12 added−4 removed183 unchanged
Biggest changeOur corporate governance documents include provisions: • providing that directors may be removed by stockholders only for cause and only with a vote of the holders of shares representing a majority of the voting power of all shares that stockholders would be entitled to vote for the election of directors; • limiting the ability of our stockholders to call and bring business before special meetings of stockholders and to take action by written consent in lieu of a meeting; • 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; • authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A common stock; and • limiting the liability of, and providing indemnification to, our directors and officers. 22 Table of Contents As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders holding shares representing more than 15% of the voting power of our outstanding voting stock from engaging in certain business combinations with us, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner.
Biggest changeOur corporate governance documents include provisions: • providing that directors may be removed by stockholders only for cause and only with a vote of the holders of shares representing a majority of the voting power of all shares that stockholders would be entitled to vote for the election of directors; • limiting the ability of our stockholders to call and bring business before special meetings of stockholders and to take action by written consent in lieu of a meeting; • 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; • authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A common stock; and • limiting the liability of, and providing indemnification to, our directors and officers.
In addition, any indebtedness we incur under our current revolving line of credit will bear interest at a variable rate, which would make us vulnerable to increases in the market rate of interest. If the market rate of interest increases, we would have to pay additional interest, which would reduce cash available for our other business needs.
In addition, any indebtedness we incur under our revolving line of credit will bear interest at a variable rate, which would make us vulnerable to increases in the market rate of interest. If the market rate of interest increases, we would have to pay additional interest, which would reduce cash available for our other business needs.
Some of the factors that may cause the market price of our Class A common stock to fluctuate include: • price and volume fluctuations in the overall stock market from time to time; • volatility in the market price and trading volume of comparable companies; • actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts; • announcements of new service offerings, strategic alliances or significant agreements by us or by our competitors; • loss of key personnel; • litigation involving us or that may be perceived as having an adverse effect on our business; • changes in general economic, industry and market conditions and trends; • investors’ general perception of us; • sales of large blocks of our stock; and 20 Table of Contents • announcements regarding industry consolidation.
Some of the factors that may cause the market price of our Class A common stock to fluctuate include: • price and volume fluctuations in the overall stock market from time to time; • volatility in the market price and trading volume of comparable companies; 19 Table of Contents • actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts; • announcements of new service offerings, strategic alliances or significant agreements by us or by our competitors; • loss of key personnel; • litigation involving us or that may be perceived as having an adverse effect on our business; • changes in general economic, industry and market conditions and trends; • investors’ general perception of us; • sales of large blocks of our stock; and • announcements regarding industry consolidation.
We have no assurances that these carrier customers will continue to purchase from us at their historical levels or at all. We in fact experienced significant decreased levels of purchasing from these customers in 2023, including a decrease in subsidies by one of our carrier customers.
We have no assurances that these carrier customers will continue to purchase from us at their historical levels or at all. We in fact experienced significant decreased levels of purchasing from our largest customers in 2023, including a decrease in subsidies by one of our carrier customers.
If agents decide to terminate or reduce their relationships with us as a result of an elimination in subsidies, or for any reason, our revenue would likely be reduced, which could have a material adverse effect on our business, financial condition, operating results and cash flows. 10 Table of Contents We generated a significant portion of our revenue in recent periods from a small number of customers, and our results of operations could be adversely affected and stockholder value harmed if we lose business from these customers.
If agents decide to terminate or reduce their relationships with us as a result of an elimination in subsidies, or for any reason, our revenue would likely be reduced, which could have a material adverse effect on our business, financial condition, operating results and cash flows. 9 Table of Contents We generated a significant portion of our revenue in recent periods from a small number of customers, and our results of operations could be adversely affected and stockholder value harmed if we lose business from these customers.
Additionally, even if we are successful in generating such traffic, we may not be able to convert these visits into inquiries. 11 Table of Contents Limitations restricting our ability to market to users or collect and use data derived from user activities resulting from consumer-adopted technologies, service provider decisions, government regulation, or otherwise could significantly diminish the value of our services and have an adverse effect on our ability to generate revenue.
Additionally, even if we are successful in generating such traffic, we may not be able to convert these visits into inquiries. 10 Table of Contents Limitations restricting our ability to market to users or collect and use data derived from user activities resulting from consumer-adopted technologies, service provider decisions, government regulation, or otherwise could significantly diminish the value of our services and have an adverse effect on our ability to generate revenue.
Unauthorized access to our systems or those of our third-party service providers could in the future lead to disruptions in systems, accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential or otherwise protected information (including personal data) and the corruption of data. 12 Table of Contents Any damage or failure that causes an interruption in our operations could have an adverse effect on our business, financial condition, operating results, cash flows and prospects.
Unauthorized access to our systems or those of our third-party service providers could in the future lead to disruptions in systems, accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential or otherwise protected information (including personal data) and the corruption of data. 11 Table of Contents Any damage or failure that causes an interruption in our operations could have an adverse effect on our business, financial condition, operating results, cash flows and prospects.
The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our partners and third-party service providers, including cloud vendors, could prove inadequate.
The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our partners and third-party service providers, including cloud vendors and code repositories, could prove inadequate.
Our carrier customers who make subsidy payments to us on behalf of their agents have no obligation to provide such subsidies and may reduce the amount of these subsidies or cease providing them at any time. For example, one of our largest carrier customers discontinued payment of subsidies to us during the fourth quarter of 2023.
Our carrier customers who make subsidy payments to us on behalf of their agents have no obligation to provide such subsidies and may reduce the amount of these subsidies or cease providing them at any time. For example, one of our largest carrier customers discontinued payment of subsidies to us during 2023.
Moreover, holders of a significant number of shares of our Class A common stock and Class B common stock as of January 31, 2025, have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
Moreover, holders of a significant number of shares of our Class A common stock and Class B common stock as of January 31, 2026, have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.
For example, our Class A common stock traded within a range of a high price of $63.44 per share and a low price of $4.05 per share for the period beginning June 28, 2018, our first day of trading on the Nasdaq Global Market, through December 31, 2024.
For example, our Class A common stock traded within a range of a high price of $63.44 per share and a low price of $4.05 per share for the period beginning June 28, 2018, our first day of trading on the Nasdaq Global Market, through December 31, 2025.
Interruptions, delays or failures in these systems, whether due to earthquakes, adverse weather 14 Table of Contents conditions, other natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our websites and applications, and prevent consumers from accessing our services.
Interruptions, delays or failures in these systems, whether due to earthquakes, adverse weather conditions, other natural disasters, power loss, computer viruses, cybersecurity attacks, physical break-ins, terrorism, errors in our software or otherwise, could be prolonged and could affect the security or availability of our websites and applications, and prevent consumers from accessing our services.
Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.
Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in 22 Table of Contents an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.
In such event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets.
In such event, we may not be able to make accelerated payments, and the Lenders could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets.
The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares. Our status as a “controlled company” could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
The conversion of Class B common stock to Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares. 20 Table of Contents Our status as a “controlled company” could make our Class A common stock less attractive to some investors or otherwise harm our stock price.
A number of other states have enacted, or are considering enacting, broad data privacy laws. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose sensitive personal information has been disclosed as a result of a data breach.
A number of other states are considering enacting broad data privacy laws. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose sensitive personal information has been disclosed as a result of a data breach.
We will likely experience similar insurance industry cycles in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects. We depend on relationships with insurance provider customers with no long-term minimum financial commitments.
We will likely experience the impacts of insurance industry cycles in the future, which could materially and adversely affect our business, financial condition, operating results, cash flows, and prospects. We depend on relationships with insurance provider customers with no long-term minimum financial commitments.
Further, uncertainties exist in case law and regulations regarding intellectual property ownership and license rights, including copyright, of AI output, creating risks with 13 Table of Contents respect to both the ability to adequately protect intellectual property underlying AI systems and software as well as inadvertent infringement.
Further, uncertainties exist in case law and regulations regarding intellectual property ownership and license rights, including copyright, of AI output, creating risks with respect to both the ability to adequately protect intellectual property underlying AI systems and software as well as inadvertent infringement.
Others also may independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results. 18 Table of Contents Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion.
Others also may independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion.
The occurrence of these results could harm our brand or materially adversely affect our business, financial position and operating results. Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
The occurrence of these results could harm our brand or materially adversely affect our business, financial position and operating results. 18 Table of Contents Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.
Furthermore, our customers may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implemented to comply with the new regulations. These decisions may negatively affect our revenue or profitability.
Furthermore, our customers may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implement to comply with the regulations. These decisions may negatively affect our revenue or profitability.
Additionally, we may be harmed by the potential release of confidential or proprietary information as a result of the use of AI-based software by employees, vendors, suppliers, contractors, consultants or other third parties.
Additionally, we may be harmed by the potential release of confidential or proprietary information as a result of the use of AI-based software by employees, vendors, suppliers, contractors, 12 Table of Contents consultants or other third parties.
If an event of default occurs and the lender accelerates any indebtedness then outstanding, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all.
If an event of default occurs and the Lenders accelerate any indebtedness then outstanding, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all.
New rules could have a material adverse impact on our media sources and 17 Table of Contents our customers due to decreased inquiry volume, increased costs, technological compliance challenges and additional legal risks, including potential liabilities or claims relating to compliance.
New rules could have a material adverse impact on our media sources and our customers due to decreased inquiry volume, increased costs, technological compliance challenges and additional legal risks, including potential liabilities or claims relating to compliance.
Because a substantial majority of the referrals made through our marketplace are for automotive insurance, our financial prospects depend significantly on the larger automotive industry ecosystem. Revenue from automotive insurance providers accounted for 89% and 79% of our total revenue for 2024 and 2023, respectively.
Because a substantial majority of the referrals made through our marketplace are for automotive insurance, our financial prospects depend significantly on the larger automotive industry ecosystem. Revenue from automotive insurance providers accounted for 91% and 89% of our total revenue for 2025 and 2024, respectively.
Because we have registered 19,287,307 shares of our Class A common stock and Class B common stock that may be issued under our equity incentive plans pursuant to registration statements on Form S-8, any such shares that we issue can be freely sold in the public market upon issuance, subject to the restrictions imposed on our affiliates under Rule 144.
Because we have registered 21,069,391 shares of our Class A common stock and Class B common stock that may be issued under our equity incentive plans pursuant to registration statements on Form S-8, any such shares that we issue can be freely sold in the public market upon issuance, subject to the restrictions imposed on our affiliates under Rule 144.
Under our Amended Loan Agreement with Western Alliance Bank, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or financial condition, is an event of default.
Under the Credit Agreement, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or financial condition, is an event of default.
Our directors, executive officers and holders of more than 10% of our common stock, and their respective affiliates, held in the aggregate approximately 60% of the voting power of our capital stock as of January 31, 2025; and Link Ventures, directly or through a voting agreement, together with Cogo Labs, held in the aggregate approximately 59% of the voting power of our capital stock as of that date.
Our directors, executive officers and holders of more than 10% of our common stock, and their respective affiliates, held in the aggregate approximately 58% of the voting power of our capital stock as of January 31, 2026; and Link Ventures, directly or through a voting agreement, together with Cogo Labs, held in the aggregate approximately 57% of the voting power of our capital stock as of that date.
For example, a recent FCC regulation that went into effect on July 24, 2024, requires mobile wireless providers to block text messages from telephone numbers flagged by the FCC for allegedly sending unlawful text messages.
For example, a Federal Communications Commission, or FCC, regulation that went into effect on July 24, 2024, requires mobile wireless providers to block text messages from telephone numbers flagged by the FCC for allegedly sending unlawful text messages.
If our largest customer reduces their level of purchases from us or discontinues their relationship with us, the loss could have a material adverse effect on our results of operations in both the short and long term. We depend on third-party media sources, such as third-party publishers, for a significant portion of our visitors.
If our largest customers reduce their level of purchases from us or discontinue their relationships with us, the loss could have a material adverse effect on our results of operations in both the short and long term. We depend on third-party media sources, such as third-party publishers, for a significant portion of our visitors.
Risks Related to Our Class A Common Stock An active trading market for our Class A common stock may not be sustained. In 2024, the average trading volume of our Class A common stock on the Nasdaq Global Market was 473,487.
Risks Related to Our Class A Common Stock An active trading market for our Class A common stock may not be sustained. In 2025, the average trading volume of our Class A common stock on the Nasdaq Global Market was 511,391.
If any audits, inquiries, investigations, claims of non-compliance and lawsuits by federal and state governmental agencies, regulatory agencies, attorneys general and other governmental or regulatory bodies are unfavorable to us, we may be required to pay monetary fines or penalties or have restrictions placed on our business, which could materially adversely affect our business, financial condition, results of operations and cash flows.
If any audits, inquiries, investigations, claims of non-compliance and lawsuits by federal and state governmental agencies, regulatory agencies, attorneys general and other governmental or regulatory bodies are unfavorable to us, we may be required to pay monetary fines or penalties or have restrictions placed on our business, which could materially adversely affect our business, financial condition, results of operations and cash flows. 17 Table of Contents Risks Related to Our Intellectual Property We may not be able to adequately protect our intellectual property rights.
Many of our current and potential competitors also have other competitive advantages over us, such as longer operating histories, greater brand recognition, larger or more diverse client bases, greater access to web traffic more generally, and significantly greater financial, technical and marketing resources. As a result, we may not be able to compete successfully.
Many of our current and potential competitors also have other competitive advantages over us, such as longer operating histories, greater brand recognition, larger or more diverse client bases, greater access to web traffic more generally, and significantly greater financial, technical and marketing resources.
The CCPA requires covered businesses to, among other things, provide disclosures to California residents about their data collection, use, sharing and processing practices and, with limited business exceptions, the CCPA affords such individuals various rights with respect to their personal information, including to request deletion of personal information collected about them and to opt-out of certain personal information selling and sharing practices.
The CCPA and other state data privacy laws require covered businesses to, among other things, provide disclosures to those states’ residents about their data collection, use, sharing and processing practices and, with limited business exceptions, such laws afford such individuals various rights with respect to their personal information, including to request deletion of personal information collected about them and to opt-out of certain personal information selling and sharing practices.
For example, we experienced significantly decreased insurance provider marketing spend in 2023 and while we saw improvements in spending patterns in 2024, including from our largest carrier customer, not all of our carrier customers have increased their spend in a proportional or significant manner.
For example, we experienced significantly decreased insurance provider marketing spend in 2023 and while spending patterns have improved, not all of our carrier customers have increased their spend in a proportional or significant manner.
Our business depends on our ability to maintain and improve the technology infrastructure necessary to send marketing emails and operate our websites, and any significant disruption in service on our email network infrastructure or websites could result in a loss of consumers, which could harm our business, brand, operating results and financial condition.
As a result, we may not be able to compete successfully. 13 Table of Contents Our business depends on our ability to maintain and improve the technology infrastructure necessary to send marketing emails and operate our websites, and any significant disruption in service on our email network infrastructure or websites could result in a loss of consumers, which could harm our business, brand, operating results and financial condition.
In addition, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our buyers, sellers and third-party service providers.
Electronic transmissions can be subject to attack, interception, loss or corruption. In addition, computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate our systems or those of our buyers, sellers and third-party service providers.
Risks Related to Our Intellectual Property We may not be able to adequately protect our intellectual property rights. Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely on a combination of trademark, trade secret and copyright law and contractual restrictions to protect our intellectual property.
Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely on a combination of trademark, trade secret and copyright law and contractual restrictions to protect our intellectual property.
Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, will be exempt from certain corporate governance requirements, including requirements that: • a majority of the board of directors consist of independent directors; • director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee with prescribed duties and a written charter and comprised solely of independent directors; and • the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors. 21 Table of Contents We have availed ourselves of certain of these exemptions and, for so long as we qualify as a “controlled company,” we will maintain the option to utilize from time to time some or all of these exemptions.
Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, will be exempt from certain corporate governance requirements, including requirements that: • a majority of the board of directors consist of independent directors; • director nominees be selected or recommended for the board’s selection by independent directors constituting a majority of the independent directors or by a nominations committee with prescribed duties and a written charter that is comprised solely of independent directors; and • the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors.
Additionally, future changes in laws or regulations may increase our compliance costs, and any failure by us or our media sources or customers to comply with such laws or regulations may subject us to significant liabilities. We are subject to regulation regarding email marketing campaigns.
Additionally, future changes in laws or regulations may increase our compliance costs, and any failure by us or our media sources or customers to comply with such laws or regulations may subject us to significant liabilities. Regulations regarding email marketing campaigns may have a material and adverse impact on our revenue, business and growth.
In addition, the covenants under our existing debt instruments, the pledge of our assets as collateral and the negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing on acceptable terms or at all. Any of these events could have a material adverse effect on our results of operations or financial condition.
In addition, the covenants under our debt instruments, the pledge of our assets as collateral and the negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing on acceptable terms or at all.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation and competitive position. 19 Table of Contents Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation.
Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation and competitive position.
Anti-takeover provisions in our restated certificate of incorporation and our amended and restated bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A common stock .
Upon registration, such shares would be able to be freely sold in the public market. 21 Table of Contents Anti-takeover provisions in our restated certificate of incorporation and our amended and restated bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A common stock .
Keeping our business in compliance with or bringing our business into compliance with new laws and regulations, therefore, may be costly, affect our revenue and harm our financial results. We are subject to regulation regarding data privacy and security.
Keeping our business in compliance with or bringing our business into compliance with new laws and regulations, therefore, may be costly, affect our revenue and harm our financial results. Increased regulation regarding data privacy and security may have a material and adverse impact on our revenue, business and growth.
In addition to our outstanding Class A common stock, as of January 31, 2025, there were 1,383,239 shares of Class A common stock subject to outstanding options, 127,974 shares of either Class A common stock or Class B common stock subject to outstanding options, 2,393,121 shares of Class A common stock subject to outstanding restricted stock unit awards, or RSUs, and an additional 2,452,261 shares of Class A common stock reserved for future issuance under our equity incentive plan.
In addition to our outstanding Class A common stock, as of January 31, 2026, there were 1,042,634 shares of Class A common stock subject to outstanding options, 13,508 shares of either Class A common stock or Class B common stock subject to outstanding options, 2,769,700 shares of Class A common stock subject to outstanding restricted stock unit awards, or RSUs, and an additional 2,788,115 shares of Class A common stock reserved for future issuance under our equity incentive plan.
Revenue from our largest insurance carrier customer was 39% of our revenue for the year ended December 31, 2024. Revenue from our two largest insurance carrier customers was 27% and 32% in the aggregate of our revenue for the years ended December 31, 2023 and 2022, respectively.
Revenue from our two largest insurance carrier customers was 38% and 11%, respectively, of our revenue for the year ended December 31, 2025. Revenue from our largest insurance carrier customer was 39% of our revenue for the year ended December 31, 2024.
We currently rely exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis.
An increase in those fees may require us to increase the prices we charge and would increase our operating expenses, either of which could harm our business, financial condition and results of operations. 14 Table of Contents We currently rely exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis.
Additionally, increased risks of cyberattacks or data breaches may result from the use of artificial intelligence, or AI, to launch more automated, targeted and coordinated attacks. Concerns about security increase when we transmit information (including personal data) electronically. Electronic transmissions can be subject to attack, interception, loss or corruption.
Additionally, increased risks of cyberattacks or data breaches may result from the use of artificial intelligence, or AI, to launch more automated, targeted and coordinated attacks or from vulnerabilities inadvertently caused by our or our third-party service providers’ use of AI. Concerns about security increase when we transmit information (including personal data) electronically.
We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software or compliance with open source license terms.
Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation. We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of open source software or compliance with open source license terms.
Carriers decreased the amount of money they spent with us in 2023 and 2022, and such decreases could reoccur rapidly and without warning, and for time periods that can be difficult to predict accurately.
For example, carriers decreased the amount of money they spent with us in 2023 and 2022 due to a variety of adverse conditions in the insurance industry such as deteriorating underwriting performance, a rise in claims, inflation, and inadequate policy premiums, and such decreases could reoccur rapidly and without warning, and for time periods that can be difficult to predict accurately.
Any failure to comply fully also may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments.
Failing to comply with those standards may violate payment card association operating rules, federal and state laws and regulations, and the terms of our contracts with payment processors. Any failure to comply fully also may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments.
We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations. We may incorporate AI solutions into our platform, product offerings, services and features, and these applications may become important in our operations over time.
We use and may further incorporate AI and machine learning in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.
The cost of compliance with new or existing regulations could impose significant costs on our business, which could materially adversely affect our business, financial condition or results of operations. We are subject to regulation regarding telemarketing and text message marketing campaigns.
The cost of compliance with new or existing regulations could impose significant costs on our business, which could materially adversely affect our business, financial condition or results of operations. 16 Table of Contents Changing regulations regarding telemarketing and text message marketing campaigns in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growth.
In addition, if these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed. 15 Table of Contents We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply.
In addition, if these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed.
The cost of compliance with such regulations or any non-compliance could impose material costs on us and our partners and could subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations, which could negatively affect our or their business, marketing practices and budgets, and could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects. 16 Table of Contents In addition to the insurance regulatory framework, we and our third-party publishers are subject to many other laws and requirements, including federal, state and local laws and regulations regarding commercial email, telemarketing, search engines, internet tracking technologies, direct marketing, data privacy and security, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, acceptable content and quality of goods, and taxation, among others.
In addition to the insurance regulatory framework, we and our third-party publishers are subject to many other laws and requirements, including federal, state and local laws and regulations regarding commercial email, telemarketing, search engines, internet tracking technologies, direct marketing, data privacy and security, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, acceptable content and quality of goods, and taxation, among others.
If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operations. We have $25.0 million available for borrowing under our revolving line of credit with Western Alliance Bank, and in the future we could incur indebtedness beyond our revolving line of credit.
If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operations.
Risks related to Laws and Regulations Negative changes in the regulatory environment, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements, have had in the past, and may in the future have, a material and adverse impact on our revenue, business and growth. We are subject to regulation regarding the insurance industry.
Any of these events could have a material adverse effect on our results of operations or financial condition. 15 Table of Contents Risks Related to Laws and Regulations Changing regulations regarding the insurance industry in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growth.
Market cycles in the automotive insurance industry have been, and are expected to continue to be, unpredictable due to a variety of adverse conditions in the insurance industry that have been widely reported, such as deteriorating underwriting performance, a rise in claims, inflation, and inadequate policy premiums.
Market cycles in the automotive insurance industry have been, and are expected to continue to be, unpredictable.
For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in those fees may require us to increase the prices we charge and would increase our operating expenses, either of which could harm our business, financial condition and results of operations.
For credit and debit card payments, we pay interchange and other fees, which may increase over time.
Removed
For example, in January 2023, we saw a major carrier return to higher spending patterns, but subsequently reduce customer acquisition spending in the following quarter due to higher than expected claims losses.
Added
We currently use AI and machine learning in our business, and may incorporate additional AI and machine learning solutions into our platform, product offerings, services and features, and these applications may become important in our operations over time.
Removed
Customer reductions in marketing and advertising spend have materially and adversely affected our historical operating results, and we are not able to accurately predict the timing or extent of our full recovery from these reductions.
Added
We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply. We are required to comply with payment card industry security standards.
Removed
We are required to comply with payment card industry security standards. Failing to comply with those standards may violate payment card association operating rules, federal and state laws and regulations, and the terms of our contracts with payment processors.
Added
On August 1, 2025, we entered into a credit agreement, or the Credit Agreement, providing for a senior secured revolving credit facility, or the Revolving Facility, among us, as borrower, Western Alliance Bank, as administrative agent and collateral agent for the lenders, or the Agent, and as a lender itself, and the other lenders party thereto, or collectively, the Lenders, providing for a $60.0 million senior secured revolving line of credit, with the right to request an to increase from time to time of up to $25.0 million.
Removed
Upon registration, such shares would be able to be freely sold in the public market.
Added
This facility replaces the prior $25.0 million revolving line of credit with Western Alliance Bank.
Added
The cost of compliance with such regulations or any non-compliance could impose material costs on us and our partners and could subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations, which could negatively affect our or their business, marketing practices and budgets, and could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects.
Added
We have availed ourselves of certain of these exemptions and, for so long as we qualify as a “controlled company,” we will maintain the option to utilize from time to time some or all of these exemptions.
Added
Fluctuations in our operating results could reduce our cash flow, or trigger restrictions under our credit facility and cause us to be unable to repurchase shares under our recently announced share repurchase program, either at all or at the times or in the amounts we desire, and as a result, our share repurchase program may not be as beneficial as we would like.
Added
On July 22, 2025, our board of directors authorized a $50.0 million share repurchase program for one year from the board approval date. This program does not obligate us to repurchase any specific number of shares, and may be modified, suspended, or terminated at any time without prior notice. Shares repurchased under the program will be subsequently retired.
Added
If our cash flow decreases as a result of decreased revenue, increased expenses, or other uses of cash, we may not be able to repurchase shares of our Class A common stock at all or at times or in the amounts we desire, including under the terms of our credit facility.
Added
As a result, the results of any share repurchase program may not be as beneficial as expected. In August 2025, we repurchased $21.0 million of Class A common shares under the program from Link Ventures and its affiliated entities.
Added
During January and February 2026, we repurchased an additional $8.7 million of Class A common shares under the program via a 10b5-1 trading plan.
Added
As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders holding shares representing more than 15% of the voting power of our outstanding voting stock from engaging in certain business combinations with us, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEG AL PROCEEDINGS Information with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 Table of Contents PAR T II
Biggest changeITEM 3. LEG AL PROCEEDINGS Information with respect to legal proceedings and this item is included in Note 11 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. 23 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PAR T II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. Reserved 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Item 6. Reserved 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 37 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchases of Equity Securities We did not purchase any of our registered equity securities during the period from October 1, 2024 to December 31, 2024. Dividends We have never declared or paid cash dividends on our capital stock.
Biggest changeIssuer Purchases of Equity Securities We did not purchase any of our registered equity securities during the period from October 1, 2025 to December 31, 2025. Dividends We have never declared or paid cash dividends on our capital stock.
In addition, our revolving credit facility contains covenants that could restrict our ability to pay cash dividends. 25 Table of Contents Stock Performance Graph The following performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
In addition, our revolving credit facility contains covenants that could restrict our ability to pay cash dividends. 24 Table of Contents Stock Performance Graph The following performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Recent Sales of Unregistered Equity Securities There were no shares of equity securities sold or issued, or options granted, by us during the year ended December 31, 2024 that were not registered under the Securities Act, and that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
Recent Sales of Unregistered Equity Securities There were no shares of equity securities sold or issued, or options granted, by us during the year ended December 31, 2025 that were not registered under the Securities Act, and that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.
Set forth below is a line graph, for the five-year period from December 31, 2019 through December 31, 2024, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our Class A common stock, (2) all companies listed on the Nasdaq Composite Index and (3) the Research Development Group, or RDG, Internet Composite Index.
Set forth below is a line graph, for the five-year period from December 31, 2020 through December 31, 2025, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our Class A common stock, (2) all companies listed on the Nasdaq Composite Index and (3) the Research Development Group, or RDG, Internet Composite Index.
Holders of Our Common Stock As of January 31, 2025, there were approximately 10 holders of record of shares of our Class A common stock and 3 holders of record of shares of our Class B common stock. These amounts do not include stockholders for whom shares are held in “nominee” or “street” name.
Holders of Our Common Stock As of January 31, 2026, there were approximately 9 holders of record of shares of our Class A common stock and 3 holders of record of shares of our Class B common stock. These amounts do not include stockholders for whom shares are held in “nominee” or “street” name.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeReconciliation of Net Income (Loss) to Adjusted EBITDA: Year Ended December 31, 2024 2023 2022 (in thousands) Net income (loss) $ 32,169 $ (51,287 ) $ (24,416 ) Stock-based compensation 20,614 22,808 28,986 Depreciation and amortization 5,672 6,196 5,848 Restructuring and other charges — 23,568 — Acquisition-related costs — (150 ) (4,135 ) Interest income (2,079 ) (1,251 ) (349 ) Income taxes 1,839 577 — Adjusted EBITDA $ 58,215 $ 461 $ 5,934 31 Table of Contents Results of Operations The following tables set forth our results of operations for the periods shown: Year Ended December 31, 2024 2023 2022 (in thousands) Statement of Operations Data: Revenue(1) $ 500,190 $ 287,921 $ 404,127 Cost and operating expenses(2): Cost of revenue 20,922 22,455 23,980 Sales and marketing 387,700 240,131 349,255 Research and development 29,553 27,591 31,713 General and administrative 30,264 26,301 28,102 Restructuring and other charges — 23,568 — Acquisition-related costs — (150 ) (4,135 ) Total cost and operating expenses 468,439 339,896 428,915 Income (loss) from operations 31,751 (51,975 ) (24,788 ) Other income: Interest income 2,079 1,251 349 Other income, net 178 14 23 Total other income, net 2,257 1,265 372 Income (loss) before income taxes 34,008 (50,710 ) (24,416 ) Income tax expense (1,839 ) (577 ) — Net income (loss) $ 32,169 $ (51,287 ) $ (24,416 ) Other Financial and Operational Data: Variable marketing dollars $ 155,227 $ 100,282 $ 128,258 Adjusted EBITDA(3) $ 58,215 $ 461 $ 5,934 (1) Comprised of revenue from the following distribution channels: Year Ended December 31, 2024 2023 2022 Direct channels 86 % 81 % 86 % Indirect channels 14 % 19 % 14 % 100 % 100 % 100 % (2) Includes stock-based compensation expense as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Cost of revenue $ 182 $ 219 $ 281 Sales and marketing 6,796 8,667 11,018 Research and development 5,502 8,053 10,328 General and administrative 8,134 5,869 7,359 Restructuring and other charges — 1,288 — $ 20,614 $ 24,096 $ 28,986 32 Table of Contents (3) See “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA as a non-GAAP financial measure and a reconciliation of adjusted EBITDA to its comparable GAAP financial measure.
Biggest changeReconciliation of Net Income (Loss) to Adjusted EBITDA: Year Ended December 31, 2025 2024 2023 (in thousands) Net income (loss) $ 99,311 $ 32,169 $ (51,287 ) Stock-based compensation 24,299 20,614 22,808 Depreciation and amortization 3,811 5,672 6,196 Legal settlement 8,232 — — Restructuring and other charges — — 23,568 Acquisition-related costs — — (150 ) Interest income (3,574 ) (2,079 ) (1,251 ) Income taxes (37,488 ) 1,839 577 Adjusted EBITDA $ 94,591 $ 58,215 $ 461 30 Table of Contents Results of Operations The following tables set forth our results of operations for the periods shown: Year Ended December 31, 2025 2024 2023 (in thousands) Statement of Operations Data: Revenue(1) $ 692,521 $ 500,190 $ 287,921 Cost and operating expenses(2): Cost of revenue 19,375 20,922 22,455 Sales and marketing 541,008 387,700 240,131 Research and development 31,504 29,553 27,591 General and administrative 34,066 30,264 26,301 Legal settlement 8,232 — — Restructuring and other charges — — 23,568 Acquisition-related costs — — (150 ) Total cost and operating expenses 634,185 468,439 339,896 Income (loss) from operations 58,336 31,751 (51,975 ) Other income (expense): Interest income 3,574 2,079 1,251 Other income (expense), net (87 ) 178 14 Total other income, net 3,487 2,257 1,265 Income (loss) before income taxes 61,823 34,008 (50,710 ) Income tax benefit (expense) 37,488 (1,839 ) (577 ) Net income (loss) $ 99,311 $ 32,169 $ (51,287 ) Other Financial and Operational Data: Variable marketing dollars $ 191,855 $ 155,227 $ 100,282 Adjusted EBITDA(3) $ 94,591 $ 58,215 $ 461 (1) Comprised of revenue from the following distribution channels: Year Ended December 31, 2025 2024 2023 Direct channels 87 % 86 % 81 % Indirect channels 13 % 14 % 19 % 100 % 100 % 100 % (2) Includes stock-based compensation expense as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 122 $ 182 $ 219 Sales and marketing 7,139 6,796 8,667 Research and development 6,291 5,502 8,053 General and administrative 10,747 8,134 5,869 Restructuring and other charges — — 1,288 $ 24,299 $ 20,614 $ 24,096 (3) See “—Non-GAAP Financial Measure” for information regarding our use of adjusted EBITDA as a non-GAAP financial measure and a reconciliation of adjusted EBITDA to its comparable GAAP financial measure. 31 Table of Contents Comparison of the Years Ended December 31, 2025 and 2024 Revenue Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) Revenue $ 692,521 $ 500,190 $ 192,331 38.5 % Revenue increased by $192.3 million from $500.2 million for the year ended December 31, 2024 to $692.5 million for the year ended December 31, 2025.
Referral Revenue We recognize referral revenue when we satisfy our performance obligations by delivering the referrals to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those referrals.
We recognize referral revenue when we satisfy our performance obligations by delivering the referrals to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those referrals.
Some of these limitations are: • adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business; • adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; • adjusted EBITDA excludes restructuring and other charges, which includes the sale of health assets, that affects cash available to us; • adjusted EBITDA excludes acquisition-related costs that affects cash available to us and the change in fair value of non-cash contingent consideration liabilities; • adjusted EBITDA does not reflect the cash received from interest income on our investments, which affects the cash available to us; • adjusted EBITDA does not reflect income taxes that affects cash available to us; and • the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.
Some of these limitations are: • adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business; • adjusted EBITDA excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future; • adjusted EBITDA excludes legal settlement expense that affects cash available to us; • adjusted EBITDA excludes restructuring and other charges, which includes the sale of health assets, that affects cash available to us; • adjusted EBITDA excludes acquisition-related costs that affects cash available to us and the change in fair value of non-cash contingent consideration liabilities; • adjusted EBITDA does not reflect the cash received from interest income on our investments, which affects the cash available to us; • adjusted EBITDA does not reflect income taxes that affects cash available to us; and • the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.
Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. 30 Table of Contents Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
Accordingly, we believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects. 29 Table of Contents Adjusted EBITDA is not prepared in accordance with GAAP and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP.
Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquires sold as referrals to insurance providers.
Our marketplace enables consumers to choose to visit an insurance provider’s website to purchase a policy or engage with a carrier or agent by phone or submit their data to insurance providers to receive quotes. Our services are free for consumers, and we derive our revenue principally from consumer inquiries sold as referrals to insurance providers.
The decrease in variable marketing margin was primarily due to the relative mix of referral types and competitive pricing for advertising spend. Comparison of the Years Ended December 31, 2023 and 2022 For a discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, see Item 7.
The decrease in variable marketing margin was primarily due to competitive pricing for advertising spend and the relative mix of referral types. Comparison of the Years Ended December 31, 2024 and 2023 For a discussion of our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, see Item 7.
Factors Affecting Our Performance We believe that our performance and future growth depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.” Auto insurance industry risk For the years ended December 31, 2024 and 2023, we derived 89% and 79%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry.
Factors Affecting Our Performance We believe that our performance and future growth depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.” Auto insurance industry risk For the years ended December 31, 2025 and 2024, we derived 91% and 89%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry.
Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.
Recently Issued Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K. 36 Table of Contents
Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase as we expect increased carrier spend for referrals, which will impact our advertising expenditures. 29 Table of Contents Research and Development Research and development expense consists primarily of personnel-related costs for software development and product management.
Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase as we expect increased carrier spend for referrals, which will impact our advertising expenditures. Research and Development Research and development expense consists primarily of personnel-related costs for software development and product management.
We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under our revolving line of credit.
We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under the Credit Agreement.
We support three secure consumer referral formats: • Clicks: An online-to-online referral, with a handoff of the consumer to the provider’s website. • Data: An online-to-offline referral, with quote request data transmitted to the provider for follow-up. • Calls: An online-to-offline referral for outbound calls and an offline-to-offline referral for inbound calls, with the consumer and provider connected by phone.
We support three secure consumer referral formats: • Clicks: An online-to-online referral, with a handoff of the consumer to the provider’s website. 27 Table of Contents • Data: An online-to-offline referral, with quote request data transmitted to the provider for follow-up. • Calls: An online-to-offline referral for outbound calls and an offline-to-offline referral for inbound calls, with the consumer and provider connected by phone.
As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors. We lease office space in Cambridge, Massachusetts under non-cancelable operating leases through December 2027. We lease office space in Belfast, Northern Ireland pursuant to a sublease that expires in July 2027.
As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors. 35 Table of Contents We lease office space in Cambridge, Massachusetts under non-cancelable operating leases through December 2027. We lease office space in Belfast, Northern Ireland pursuant to a sublease that expires in July 2027.
We define variable marketing margin, or VMM, as VMD divided by revenue. We use VMD and VMM to measure the efficiency of individual advertising and consumer acquisition sources and to make trade-off decisions to manage our return on advertising.
We define variable marketing margin, or VMM, as VMD divided by revenue. We use VMD and VMM to measure the efficiency of individual advertising and consumer acquisition sources and to make trade-off decisions to manage our return on advertising. We do not use VMD or VMM as a measure of profitability.
We estimate the fair value of RSUs granted based on the market value of our common stock.
We estimate the fair value of RSUs granted based on the market value of our common stock on the date of grant.
Income Taxes Income tax expense is based on our estimate of taxable income, applicable income tax rates, net research and development tax credits, net operating loss carryforwards, changes in valuation allowance estimates and deferred income taxes.
Income Taxes Income tax benefit (expense) is based on taxable income (loss), applicable income tax rates, net research and development tax credits, net operating loss carryforwards, changes in valuation allowance estimates and deferred income taxes.
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of capital equipment to support our growth, sales and marketing activities, impact to our business from our recent restructuring, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions.
Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of common stock under our share repurchase program, purchases of capital equipment to support our growth, sales and marketing activities, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions.
The most directly comparable GAAP measure to adjusted EBITDA is net income (loss). We monitor and present in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business.
We monitor and present in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business.
Commission revenue represented less than 10% of total revenue for each of the years ended December 31, 2024 and 2023, and 13% of total revenue for the year ended December 31, 2022.
Commission revenue represented less than 1% of total revenue for each of the years ended December 31, 2025 and 2024, and less than 10% of revenue for the year ended December 31, 2023.
Under the 2023 Amended Loan Agreement, we have agreed to certain affirmative and negative covenants to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses.
Under the Credit Agreement, we have agreed to certain affirmative and negative covenants, reporting requirements and other customary requirements to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtedness, pay cash dividends, and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses.
Net cash provided by financing activities during the year ended December 31, 2024 and 2023 consisted of proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements. 36 Table of Contents For a discussion of our cash flows for the year ended December 31, 2022 see Item 7.
During the year ended December 31, 2024, net cash provided by financing activities was $1.7 million, consisting of proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements. For a discussion of our cash flows for the year ended December 31, 2023 see Item 7.
In an event of default, as defined in the 2023 Amended Loan Agreement, and until such event is no longer continuing, the annual interest rate to be charged would be the annual rate otherwise applicable to borrowings under the 2023 Amended Loan Agreement plus 5.00%. Borrowings are collateralized by substantially all of our assets and property.
In an event of default, as defined in the Credit Agreement, and until such event is no longer continuing, the annual interest rate to be charged will be the annual rate otherwise applicable to borrowings at such time plus 2.00%. Borrowings are collateralized by substantially all of our assets and property.
Cost of Revenue Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Cost of revenue $ 20,922 $ 22,455 $ (1,533 ) -6.8 % Percentage of revenue 4.2 % 7.8 % Cost of revenue decreased from $22.5 million for the year ended December 31, 2023 to $20.9 million for the year ended December 31, 2024.
Cost of Revenue Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) Cost of revenue $ 19,375 $ 20,922 $ (1,547 ) -7.4 % Percentage of revenue 2.8 % 4.2 % Cost of revenue decreased from $20.9 million for the year ended December 31, 2024 to $19.4 million for the year ended December 31, 2025.
Net cash used by changes in our operating assets and liabilities consisted primarily of a $15.0 million decrease in accounts payable and accrued expenses and other current liabilities, partially offset by an $8.2 million decrease in accounts receivable, a $4.2 million decrease in commissions receivable and a $1.0 million decrease in prepaid expenses and other current assets.
Net cash used by changes in our operating assets and liabilities consisted primarily of a $13.8 million increase in accounts receivable and a $4.4 million increase in prepaid expenses and other current assets, partially offset by a net $14.8 million increase in accounts payable and accrued expenses and other current liabilities.
Research and Development Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Research and development expense $ 29,553 $ 27,591 $ 1,962 7.1 % Percentage of revenue 5.9 % 9.6 % 33 Table of Contents Research and development expenses increased by $2.0 million from $27.6 million for the year ended December 31, 2023 to $29.6 million for the year ended December 31, 2024.
Research and Development Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) Research and development expense $ 31,504 $ 29,553 $ 1,951 6.6 % Percentage of revenue 4.5 % 5.9 % Research and development expenses increased by $2.0 million from $29.6 million for the year ended December 31, 2024 to $31.5 million for the year ended December 31, 2025.
We had net income of $32.2 million for the year ended December 31, 2024 and net losses of $51.3 million and $24.4 million for the years ended December 31, 2023 and 2022, respectively, and had $58.2 million, $0.5 million and $5.9 million in adjusted EBITDA for these same periods, respectively.
We had net income of $99.3 million and $32.2 million for the years ended December 31, 2025 and 2024, respectively, and a net loss of $51.3 million for the year ended December 31, 2023, and had $94.6 million, $58.2 million and $0.5 million in adjusted EBITDA for these same periods, respectively.
Changes in accounts receivable, prepaid expenses and other current assets and accounts payable and accrued expenses and other current liabilities were generally due to level of activity in our business and timing of customer and vendor invoicing and payments. Collection of commissions receivable depends upon the timing of our receipt of commission payments from insurance carriers.
Changes in accounts receivable, prepaid expenses and other current assets and accounts payable and accrued expenses and other current liabilities were generally due to level of activity in our business and timing of customer and vendor invoicing and payments.
The increase in interest income in 2024 was due to higher invested cash balances. Other income (expense), net was not significant for either of the years ended December 31, 2024 or 2023.
Other Income (Expense) Other income (expense) included interest income of $3.6 million and $2.1 million for the years ended December 31, 2025 and 2024, respectively. The increase in interest income in 2025 was due to higher invested cash balances. Other income (expense), net was not significant for either of the years ended December 31, 2025 or 2024.
Furthermore, total revenue from our largest auto insurance carrier customer was 39% of our revenue for the year ended December 31, 2024 and revenue from our two largest customers was 27% in the aggregate of our revenue for the year ended December 31, 2023.
Furthermore, total revenue from our two largest customers accounted for 38% and 11%, respectively, of our total revenue for the year ended December 31, 2025 and revenue from our largest auto insurance carrier customer was 39% of our revenue for the year ended December 31, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Years Ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flows included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
General and Administrative General and administrative expense consists of personnel-related costs and related expenses for executive, finance, legal, human resources, technical support and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums and payment processing and billing costs.
We expect that research and development expense will increase in 2026 as compared to 2025. 28 Table of Contents General and Administrative General and administrative expense consists of personnel-related costs and related expenses for executive, finance, legal, human resources, technical support and administrative personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance premiums and payment processing and billing costs.
We do not use VMD or VMM as a measure of profitability. 28 Table of Contents Key Components of Our Results of Operations Revenue We generate our revenue primarily from consumer inquiries sold as referrals to insurance provider customers, consisting of carriers and agents, as well as to indirect distributors.
Key Components of Our Results of Operations Revenue We generate our revenue primarily from consumer inquiries sold as referrals to insurance provider customers, consisting of carriers and agents, as well as to indirect distributors.
In the years ended December 31, 2024, 2023 and 2022, our total revenue was $500.2 million, $287.9 million and $404.1 million, respectively, representing a year-over-year increase of 73.7% from 2023 to 2024 and a year-over-year decrease of 28.8% from 2022 to 2023.
In the years ended December 31, 2025, 2024 and 2023, our total revenue was $692.5 million, $500.2 million and $287.9 million, respectively, representing year-over-year increases of 38.5% from 2024 to 2025 and 73.7% from 2023 to 2024.
Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. Adjusted EBITDA . We define adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes.
We define adjusted EBITDA as our net income (loss), excluding the impact of stock-based compensation expense; depreciation and amortization expense; legal settlement expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes. The most directly comparable GAAP measure to adjusted EBITDA is net income (loss).
Sales and Marketing Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Sales and marketing expense $ 387,700 $ 240,131 $ 147,569 61.5 % Percentage of revenue 77.5 % 83.4 % Sales and marketing expenses increased by $147.6 million from $240.1 million for the year ended December 31, 2023 to $387.7 million for the year ended December 31, 2024.
Sales and Marketing Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) Sales and marketing expense $ 541,008 $ 387,700 $ 153,308 39.5 % Percentage of revenue 78.1 % 77.5 % Sales and marketing expenses increased by $153.3 million from $387.7 million for the year ended December 31, 2024 to $541.0 million for the year ended December 31, 2025.
A significant portion of our commissions receivable asset is classified as long term. Investing activities Net cash used in investing activities was $4.1 million for the year ended December 31, 2024, consisting of cash used to acquire property and equipment, which included the capitalization of software development costs.
Investing activities Net cash used in investing activities was $5.1 million and $4.1 million for the years ended December 31, 2025 and 2024, respectively, consisting of cash used to acquire property and equipment, which included the capitalization of software development costs.
On January 24, 2025, the United States Court of Appeals for the Eleventh Circuit vacated these amended regulations, which were scheduled to go into effect on January 27, 2025. It remains unclear whether or how government agencies or legislatures will revisit telephone call consent issues.
On January 24, 2025, the United States Court of Appeals for the Eleventh Circuit vacated these amended regulations, which were scheduled to go into effect on January 27, 2025.
Further, our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals.
Further, our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals. 26 Table of Contents Increasing the number of insurance providers and their respective spend in our marketplace Our success also depends on our ability to retain and grow our insurance provider network.
Cash Flows The following table shows a summary of our cash flows: Year Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in) operating activities $ 66,566 $ (2,828 ) $ (15,791 ) Net cash provided by (used in) investing activities (4,114 ) 9,354 (4,290 ) Net cash provided by financing activities 1,707 577 15,842 Effect of exchange rate changes on cash, cash equivalents and restricted cash 1 18 (27 ) Net increase (decrease) in cash, cash equivalents and restricted cash $ 64,160 $ 7,121 $ (4,266 ) Operating activities Operating activities provided $66.6 million and used $2.8 million of cash during the years ended December 31, 2024 and 2023, respectively.
At this time, we have no plans to sell any such securities under this registration statement. 34 Table of Contents Cash Flows The following table shows a summary of our cash flows: Year Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by (used in) operating activities $ 95,381 $ 66,566 $ (2,828 ) Net cash provided by (used in) investing activities (5,057 ) (4,114 ) 9,354 Net cash provided by (used in) financing activities (21,064 ) 1,707 577 Effect of exchange rate changes on cash, cash equivalents and restricted cash 3 1 18 Net increase in cash, cash equivalents and restricted cash $ 69,263 $ 64,160 $ 7,121 Operating activities Operating activities provided $95.4 million and $66.6 million of cash during the years ended December 31, 2025 and 2024, respectively.
The increase in research and development expense was due primarily to an increase in personnel-related costs of $1.7 million related primarily to net compensation. Personnel-related costs included stock-based compensation expense of $5.5 million and $8.1 million for the years ended December 31, 2024 and 2023, respectively.
The increase in general and administrative expenses was primarily due to an increase in personnel-related costs of $2.3 million, primarily due to increased stock-based compensation expense, and an increase in professional fees of $0.9 million for consulting services. Personnel-related costs included $10.7 million and $8.1 million of stock-based compensation expense for the years ended December 31, 2025 and 2024, respectively.
In 2023 and 2022, the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023.
Business cycles within the auto insurance industry heavily impact our carrier customers’ advertising spend with us, such as the downturn we saw in 2022 and 2023, when the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023.
We expect that general and administrative expense will increase modestly in 2025 as compared to 2024. Restructuring and Other Charges Restructuring and other charges includes costs related to the recent restructuring and our exit of the health insurance vertical. We completed this restructuring and exit from health in 2023.
Restructuring and Other Charges Restructuring and other charges includes costs related to the restructuring and our exit from the health insurance vertical that we completed in 2023.
Cash used by operating activities in the year ended December 31, 2023 resulted from our net loss of $51.3 million and net cash used by changes in our operating assets and liabilities of $1.7 million, partially offset by net non-cash charges of $50.1 million, which included a loss on sale of health assets of $19.4 million.
Cash provided by operating activities in the year ended December 31, 2025 resulted from our net income of $99.3 million, partially offset by net non-cash income of $2.4 million and net cash used by changes in our operating assets and liabilities of $1.6 million.
The increase in revenue from our home and renters insurance vertical was primarily due to an increase in carrier spend for referrals.
The increase in revenue was primarily due to an increase of $183.7 million in our automotive vertical due to an increase in carrier spend for referrals, primarily from our three largest customers. Revenue also increased in our home and renters vertical by $10.6 million due to an increase in carrier spend for referrals.
Our business could be affected directly because we operate websites, conduct telephonic and email marketing, and collect, store, share, and use consumer information and other data. Our business also could be affected indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity.
Our business also could be affected indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity.
In addition, under the 2023 Amended Loan Agreement and through the maturity date, we are required to maintain a minimum Adjusted Quick Ratio of 1.10 to 1.00 defined as the ratio of (1) the sum of (x) unrestricted cash and cash equivalents held at the Lender plus (y) net accounts receivable reflected on our balance sheet to (2) current liabilities, including all borrowings outstanding under the 2023 Amended Loan Agreement, but excluding the current portion of deferred revenue (in each case determined in accordance with GAAP).
In addition, under the Credit Agreement and through the maturity date, for any period we do not maintain a minimum Adjusted Quick Ratio of 1.30 to 1.00, defined as the ratio of (1) the sum of (x) unrestricted cash and cash equivalents held at the Lenders plus (y) net accounts receivable reflected on our balance sheet (excluding accounts receivable that are more than 90 days past due, intercompany receivables, and receivables subject to dispute) to (2) current liabilities, including all borrowings outstanding under Credit Agreement, but excluding the current portion of deferred revenue (in each case determined substantially in accordance with GAAP), the Agent shall have the ability to use our cash receipts to repay outstanding obligations until such time as the Adjusted Quick Ratio is equal to or greater than 1.30 to 1.00 for two consecutive months.
We also generate revenue from commissions paid to us by insurance carriers for the sale of policies by our direct to consumer, or DTC, insurance agency in our automotive insurance vertical, and prior to our exit from health in 2023, in our health insurance vertical.
Prior to the sale of carrier contracts in May 2025, we also generated revenue in the automotive insurance vertical from commission fees for the sale of policies as part of our direct to consumer agency and, prior to our exit from the health insurance vertical in 2023, we generated commission revenue in our other insurance vertical.
As of December 31, 2024, we were obligated to make total minimum lease payments of $4.1 million under such leases, of which $1.4 million is payable in 2025. We have outstanding agreements with various vendors for hosting and other technical services. We believe that we will be able to fund these obligations through our existing cash and cash equivalents.
The remaining purchase commitment as of December 31, 2025 was $15.5 million, of which $3.5 million relates to the next twelve months. We have outstanding agreements with various vendors for hosting and other technical services. We believe that we will be able to fund these obligations through our existing cash and cash equivalents.
General and Administrative Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) General and administrative expense $ 30,264 $ 26,301 $ 3,963 15.1 % Percentage of revenue 6.1 % 9.1 % General and administrative expenses increased by $4.0 million from $26.3 million for the year ended December 31, 2023 to $30.3 million for the year ended December 31, 2024.
The increase in research and development expense was primarily due to an increase in personnel-related costs of $1.2 million due to increased headcount and increased consulting expense of $0.5 million. 32 Table of Contents General and Administrative Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) General and administrative expense $ 34,066 $ 30,264 $ 3,802 12.6 % Percentage of revenue 4.9 % 6.1 % General and administrative expenses increased by $3.8 million from $30.3 million for the year ended December 31, 2024 to $34.1 million for the year ended December 31, 2025.
Revenue Recognition We derive our revenue primarily by selling consumer referrals to our insurance provider customers, including insurance carriers, agents and indirect distributors. We also generate revenue from commission fees for the sale of policies, primarily in our automotive insurance vertical, and prior to our exit from health in 2023, in our health insurance vertical.
Revenue Recognition We derive our revenue primarily by selling consumer referrals to our insurance provider customers, including insurance carriers, agents and indirect distributors.
Adjusted EBITDA We define Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, restructuring and other charges, acquisition-related costs, interest income and income taxes. Adjusted EBITDA is a non-GAAP financial measure that we present in this Annual Report on Form 10-K to supplement the financial information we present on a GAAP basis.
Adjusted EBITDA is a non-GAAP financial measure that we present in this Annual Report on Form 10-K to supplement the financial information we present on a GAAP basis.
We expect that research and development expense will increase modestly in 2025 as compared to 2024.
We expect that general and administrative expense will increase in 2026 as compared to 2025, primarily due to personnel-related costs.
For the periods presented, our total revenue consisted of revenue generated within our insurance verticals as follows: Year Ended December 31, 2024 2023 2022 (in thousands) Automotive $ 446,095 $ 227,505 $ 324,417 Home and Renters 52,013 40,889 31,909 Other 2,082 19,527 47,801 Total Revenue $ 500,190 $ 287,921 $ 404,127 Cost and Operating Expenses Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, general and administrative expenses, restructuring and other charges and acquisition-related costs.
For the periods presented, our total revenue consisted of revenue generated within our insurance verticals as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Automotive $ 629,831 $ 446,095 $ 227,505 Home and renters 62,650 52,013 40,889 Other 40 2,082 19,527 Total revenue $ 692,521 $ 500,190 $ 287,921 We expect an overall increase in revenue in 2026 as compared to 2025, driven by our automotive and home and renters verticals, as we anticipate increased spending from our carrier partners.
Increasing the number of insurance providers and their respective spend in our marketplace Our success also depends on our ability to retain and grow our insurance provider network. Historically, we have generally expanded both the number of insurance providers and the spend per provider on our platform.
Historically, we have generally expanded both the number of insurance providers and the spend per provider on our platform. However, we have also experienced periods of decreasing carrier spend in the automotive insurance vertical as described above.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flows included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Contractual Obligations and Commitments Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our contractual and other obligations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Comparison of the Years Ended December 31, 2024 and 2023 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 33 Table of Contents Liquidity and Capital Resources Our principal sources of liquidity are cash and cash equivalents of $171.4 million as of December 31, 2025 and up to $60.0 million of availability under our revolving line of credit.
In the more recent past, we experienced periods of decreasing carrier spend in the automotive insurance vertical as described above. Regulation Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof.
Regulation Our revenue and earnings may fluctuate from time to time as a result of changes to federal, state, and industry-based laws and regulations, or changes to standards concerning the enforcement thereof. Our business could be affected directly because we operate websites, conduct telephonic and email marketing, and collect, store, share, and use consumer information and other data.
Income Taxes Income tax expense of $1.8 million for the year ended December 31, 2024 consisted primarily of state and federal income taxes for the portion of our taxable income that was not offset by operating loss and tax credit carryforwards.
Our effective tax rate for 2024 differs from the U.S. federal statutory income tax rate of 21.0% primarily due to the valuation allowance previously maintained against our net deferred tax assets, partially offset by state and federal income taxes for the portion of our taxable income that was not offset by operating loss and tax credit carryforwards.
We maintain a valuation allowance on our overall net deferred tax asset as it is deemed more likely than not the net deferred tax asset will not be realized. 34 Table of Contents Variable Marketing Dollars and Margin Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Revenue $ 500,190 $ 287,921 $ 212,269 73.7 % Less: total advertising expense (a component of sales and marketing expense) 344,963 187,639 Variable marketing dollars $ 155,227 $ 100,282 $ 54,945 54.8 % Variable marketing margin 31.0 % 34.8 % The increase in variable marketing dollars was due primarily to increased carrier spend.
Variable Marketing Dollars and Margin Year Ended December 31, Change 2025 2024 Amount % (dollars in thousands) Revenue $ 692,521 $ 500,190 $ 192,331 38.5 % Less: total advertising expense (a component of sales and marketing expense) 500,666 344,963 Variable marketing dollars $ 191,855 $ 155,227 $ 36,628 23.6 % Variable marketing margin 27.7 % 31.0 % The increase in variable marketing dollars was due primarily to increased carrier spend.
The increase in sales and marketing expense was primarily due to an increase in advertising costs of $157.3 million due to an increase in carrier spend, partially offset by a decrease in personnel-related costs of $9.2 million, primarily in our DTC agency.
The increase in sales and marketing expense was primarily due to an increase in advertising costs of $155.7 million due to an increase in carrier spend and increases in lead verification services and consulting services of $0.8 million and $0.7 million, respectively.
Personnel-related costs included stock-based compensation expense of $6.8 million and $8.7 million for the years ended December 31, 2024 and 2023, respectively.
During the years ended December 31, 2025 and 2024, we capitalized $4.6 million and $2.8 million, respectively, of software development costs.
Cost of revenue decreased primarily due to a decrease in personnel-related costs of $1.4 million related primarily to decreased headcount related to our exit of the health insurance vertical, partially offset by an increase in third-party call center costs of $0.7 million due primarily to a net increase in call volume.
Decreases in personnel-related costs of $0.8 million related primarily to decreased headcount in our call center. Amortization expense decreased by $0.7 million primarily due to certain assets being fully depreciated in the third quarter of 2024.
The state of the auto insurance market remains volatile, and while we saw improvements in spending patterns in 2024, including from our largest carrier customer, not all of our carrier customers have increased their spend in a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases. 27 Table of Contents Expanding consumer traffic Our success depends in part on the growth of our consumer traffic.
The state of the auto insurance market remains volatile, and while spending patterns have significantly improved since 2023, a number of our top carrier customers remain below their peak historical spend. Expanding consumer traffic Our success depends in part on the growth of our consumer traffic.
Pursuant to the 2023 Amended Loan Agreement, borrowings under the revolving line of credit cannot exceed 85% of eligible accounts receivable balances, bear interest at the greater of 7.0% or the prime rate as published in The Wall Street Journal and mature on July 15, 2025.
Pursuant to the Credit Agreement, borrowings under the Revolving Facility cannot exceed 85% of eligible accounts receivable balances.
Removed
In 2023, we exited our health insurance vertical, an area that would have required significant capital investment and scale to effectively compete amid an increasingly unpredictable regulatory environment, to increase focus on core verticals, and implemented a workforce reduction plan, or the Reduction Plan, to improve operating efficiency.
Added
Also, on June 20, 2025, the Supreme Court of the United States held that the Hobbs Act does not bind district courts in civil enforcement proceedings to an agency’s interpretation of a statute, including the FCC’s interpretation of the TCPA. It remains unclear whether or how government agencies or legislatures will revisit telephone call consent issues.
Removed
We refer to the exit of our health insurance vertical and the Reduction Plan as our restructuring, which we completed by September 30, 2023.
Added
Adjusted EBITDA We define Adjusted EBITDA as net income (loss), adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, legal settlement expense, restructuring and other charges, acquisition-related costs, interest income and income taxes.
Removed
Commission revenue is recognized upon satisfaction of our performance obligation, which we consider to be submission of the policy application to the insurance carrier. We recognize revenue based on our constrained estimate of commission payments we expect to receive over the lifetime of the policies sold, which we refer to as constrained LTVs, of commission payments.
Added
We expect revenue from our other insurance verticals to be insignificant in 2026 as a result of our focus on the P&C market. Cost and Operating Expenses Our cost and operating expenses consist of cost of revenue, sales and marketing, research and development, general and administrative, legal settlement, restructuring and other charges and acquisition-related costs.
Removed
Since our exit from the health vertical in 2023, commission revenue has decreased significantly, and we do not expect it to be a material source of revenue in the future.
Added
Legal settlement Legal settlement includes costs associated with the settlement of our litigation in 2025 with the former owners of certain entities acquired in 2021 (see Note 3 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K).
Removed
Comparison of the Years Ended December 31, 2024 and 2023 Revenue Year Ended December 31, Change 2024 2023 Amount % (dollars in thousands) Revenue $ 500,190 $ 287,921 $ 212,269 73.7 % Revenue increased by $212.3 million from $287.9 million for the year ended December 31, 2023 to $500.2 million for the year ended December 31, 2024.
Added
In the fourth quarter of 2025, based on our ongoing assessment of all available evidence, both positive and negative, including sustained improvement in our profitability, we concluded that it is more likely than not that our net deferred tax assets would be realized and released our valuation allowance of $48.5 million against these net deferred tax assets.
Removed
The increase in revenue was due to an increase of $218.6 million in our automotive insurance vertical and an increase of $11.1 million in our home and renters insurance vertical, partially offset by a decrease of $17.4 million in our other insurance verticals.
Added
Our judgment regarding the likelihood of realization of these deferred tax assets could change in future periods, which could result in a material impact to our income tax benefit (expense) in the period of change. As a result of the release of our valuation allowance, we expect our tax rate will increase in the future.
Removed
The increase in revenue from our automotive vertical was due to an increase in carrier spend for referrals of $223.8 million, a significant portion of which was from our largest customer, partially offset by a decrease in commission revenue of $5.2 million.
Added
However, we intend to use our net operating loss carryforwards and tax credits, to the extent available, to reduce the cash tax payments associated with our operations.
Removed
The decrease in revenue from our other insurance verticals was due to a decrease in commission revenue of $10.3 million and a decrease in carrier spend for referrals of $7.2 million, both due primarily to our exit from the health insurance vertical in 2023.
Added
Adjusted EBITDA is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. Adjusted EBITDA .
Removed
Depreciation and amortization costs decreased by $0.7 million in 2024 due primarily to the acceleration of useful life of health insurance related assets and depreciation costs of technology assets that were fully depreciated in 2023 as they were no longer being used. Hosting costs also decreased by $0.3 million.
Added
Increases in technology and consulting costs were fully offset by decreases in lead verification services and office and occupancy costs due to lower headcount and lower rent expense.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AN D QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have a credit agreement that provides us with credit at a floating rate of interest. As of December 31, 2024, we had no outstanding borrowings under our credit facility and therefore no material exposure to fluctuations in interest rates.
Biggest changeITEM 7A. QUANTITATIVE AN D QUALITATIVE DISCLOSURES ABOUT MARKET RISK We have a credit agreement that provides us with credit at a floating rate of interest. As of December 31, 2025, we had no outstanding borrowings under our credit facility and therefore no material exposure to fluctuations in interest rates.
We contract with vendors in foreign countries and we have foreign subsidiaries. As such, we have exposure to adverse changes in exchange rates of foreign currencies associated with our foreign transactions and our foreign subsidiaries. We believe this exposure to be immaterial. We do not hedge against this exposure to fluctuations in exchange rates. 38 Table of Contents
We contract with vendors in foreign countries and we have foreign subsidiaries. As such, we have exposure to adverse changes in exchange rates of foreign currencies associated with our foreign transactions and our foreign subsidiaries. We believe this exposure to be immaterial. We do not hedge against this exposure to fluctuations in exchange rates. 37 Table of Contents

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