Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001-38549
EverQuote, Inc.
(Exact name of registrant as specified in its charter)
Delaware
26-3101161
(State or other jurisdiction of
incorporation or organization)
(I.R.S. EmployerIdentification No.)
141 Portland Street
Cambridge, Massachusetts
02139
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (855) 522-3444
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, $0.001 Par Value Per Share
EVER
The Nasdaq Global Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of September 30, 2026, the registrant had 31,914,485 shares of Class A common stock, $0.001 par value per share, issued and outstanding and 3,557,646 shares of Class B common stock, $0.001 par value per share, issued and outstanding.
Page
PART I.
FINANCIAL INFORMATION
6
Item 1.
Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations and Comprehensive Income
7
Condensed Consolidated Statements of Stockholders’ Equity
8
Condensed Consolidated Statements of Cash Flows
10
Notes to Unaudited Condensed Consolidated Financial Statements
11
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33
Item 4.
Controls and Procedures
34
PART II.
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Item 5.
Other Information
35
Item 6.
Exhibits
36
Signatures
37
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations, financial position, liquidity and capital resources; our business strategy and plans, including our development, deployment and monetization of new and enhanced products and services; our expectations regarding increased investments to drive our artificial intelligence, or AI, capabilities, including the costs associated therewith, the potential impact of such investments on our financial statements and results of operations, including operating income, variable marketing dollars, variable marketing margins and Adjusted EBITDA, and the anticipated benefits of such investments; trends in consumer traffic and demand for our products and services; our relationships with, and spending by, carriers and agents; objectives of management for future operations; and our capital allocation priorities, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “goals,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “will,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, liquidity and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
Factors that could cause actual results to differ materially from our forward-looking statements include, without limitation, the following:
A further list and description of risks, uncertainties and assumptions that could cause or contribute to differences in our future results include the cautionary statements described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
4
ended December 31, 2025, in our subsequent periodic filings with the Securities and Exchange Commission and elsewhere in this Quarterly Report on Form 10-Q. We qualify all of our forward-looking statements by these cautionary statements.
5
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
EVERQUOTE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share amounts)
September 30, 2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
229,070
171,379
Accounts receivable, net
79,945
75,149
Prepaid expenses and other current assets
9,574
9,761
Total current assets
318,589
256,289
Property and equipment, net
9,970
7,878
Goodwill
21,501
Operating lease right-of-use assets
1,438
2,358
Deferred tax assets
25,746
38,704
Other assets
1,433
183
Total assets
378,677
326,913
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
83,595
76,851
Accrued expenses and other current liabilities
10,517
7,512
Deferred revenue
1,810
1,662
Operating lease liabilities
1,339
1,197
Total current liabilities
97,261
87,222
Deferred tax liabilities
268
281
Operating lease liabilities, net of current portion
286
1,370
Total liabilities
97,815
88,873
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding
—
Class A common stock, $0.001 par value; 220,000,000 shares authorized; 31,914,485 shares and 32,642,124 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
32
Class B common stock, $0.001 par value; 30,000,000 shares authorized; 3,557,646 shares and 3,604,278 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
Additional paid-in capital
306,601
319,745
Accumulated other comprehensive income
82
126
Accumulated deficit
(25,857
)
(81,868
Total stockholders’ equity
280,862
238,040
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)
Three Months Ended September 30,
Nine Months Ended September 30,
2026
2025
Revenue
218,077
173,940
604,015
497,201
Cost and operating expenses:
Cost of revenue
4,632
4,712
13,256
14,934
Sales and marketing
164,951
135,362
457,976
385,847
Research and development
9,027
7,944
27,004
23,201
General and administrative
15,533
8,382
34,944
25,282
Legal settlement
8,232
Total cost and operating expenses
194,143
156,400
533,180
457,496
Income from operations
23,934
17,540
70,835
39,705
Other income (expense):
Interest income
1,224
992
3,235
2,618
Other income (expense), net
(41
(12
(79
(65
Total other income, net
1,183
980
3,156
2,553
Income before income taxes
25,117
18,520
73,991
42,258
Income tax benefit (expense)
(6,965
345
(17,980
(702
Net income
18,152
18,865
56,011
41,556
Net income per share:
Basic
0.51
0.52
1.58
1.15
Diluted
0.49
0.50
1.53
1.10
Weighted average common shares outstanding:
35,379
36,218
35,499
36,143
36,928
37,731
36,676
37,804
Comprehensive income:
Other comprehensive income (loss):
Foreign currency translation adjustment
(46
(44
Comprehensive income
18,160
18,819
55,967
41,682
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share amounts)
Accumulated
Class A
Class B
Additional
Other
Total
Common Stock
Paid-in
Comprehensive
Stockholders’
Shares
Amount
Capital
Income
Deficit
Equity
Balances at December 31, 2025
32,642,124
3,604,278
Issuance of common stock upon exercise of stock options
7,164
63
Net issuance of common stock upon vesting of restricted stock units
212,642
(1,147
Repurchase and retirement of common stock
(1,068,016
(1
(19,850
(19,851
Stock-based compensation expense
5,141
(52
18,673
Balances at March 31, 2026
31,793,914
303,952
74
(63,195
240,867
126,602
922
293,279
(720
(578,322
(9,149
5,672
Transfer of Class B common stock to Class A common stock
46,632
(46,632
19,186
Balances at June 30, 2026
31,682,105
3,557,646
300,677
(44,009
256,778
58,169
525
174,211
(1,171
6,570
Balances at September 30, 2026
31,914,485
Balances at December 31, 2024
32,037,421
316,511
(181,179
135,368
237,043
1,962
216,723
(1,293
5,420
53
7,990
Balances at March 31, 2025
32,491,187
322,600
(173,189
149,500
49,825
373
367,567
1
(987
(986
6,560
119
14,701
Balances at June 30, 2025
32,908,579
328,546
172
(158,488
170,267
105,802
1,059
237,262
(918
(900,000
(21,023
(21,024
6,728
Balances at September 30, 2025
32,351,643
314,392
(139,623
174,931
9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense
2,744
2,950
17,383
18,708
Deferred taxes
12,949
Provision for bad debt
Unrealized foreign currency transaction (gains) losses
(31
96
Litigation accrual settled with sale of assets
7,841
Changes in operating assets and liabilities:
Accounts receivable
(4,796
(6,843
185
(4,688
Commissions receivable, current and non-current
1,873
916
833
6,808
7,937
3,026
(689
148
(376
(939
(837
Net cash provided by operating activities
94,404
68,371
Cash flows from investing activities:
Acquisition of property and equipment, including costs capitalized for development of internal-use software
(4,932
(3,896
Purchase of strategic investment
(1,250
Net cash used in investing activities
(6,182
Cash flows from financing activities:
Proceeds from exercise of stock options
1,510
3,394
Repurchase of common stock
(29,000
Tax withholding payments related to net share settlement
(3,038
(3,197
Net cash used in financing activities
(30,528
(20,827
Effect of exchange rate changes on cash, cash equivalents and restricted cash
(3
2
Net increase in cash, cash equivalents and restricted cash
57,691
43,650
Cash, cash equivalents and restricted cash at beginning of period
102,116
Cash, cash equivalents and restricted cash at end of period
145,766
Supplemental disclosure of non-cash information:
Acquisition of property and equipment included in accounts payable
60
164
Assets sold in settlement of litigation accrual
8,141
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of the Business and Basis of Presentation
EverQuote, Inc. (the “Company”) was incorporated in the state of Delaware in 2008. Through its internet websites, the Company operates an online marketplace for consumers shopping for property and casualty insurance. The Company generates revenue primarily by selling consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States.
The Company is subject to a number of risks and uncertainties common to companies in similar industries and stages of development including, but not limited to, rapid technological changes, competition from substitute products and services from larger companies, protection of proprietary technology, customer concentration, patent litigation, the need to obtain additional financing to support growth and dependence on third parties and key individuals.
The accompanying condensed consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company expects that its cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the condensed consolidated financial statements, without considering borrowing availability under the Company’s credit facility.
The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
2. Summary of Significant Accounting Policies
Unaudited Interim Financial Information
The condensed consolidated balance sheet at December 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2026 and for the three and nine months ended September 30, 2026 and 2025 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2026 and results of operations for the three and nine months ended September 30, 2026 and 2025 and cash flows for the nine months ended September 30, 2026 and 2025 have been made. The Company’s results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026 or any other period.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and the valuation of accounts receivable, the expensing and capitalization of website and software development costs, stock-based compensation expense and income taxes. The Company bases its estimates on historical experience, known trends and other market-specific or relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in periods in which they become known. These estimates may change as new events occur and additional information is obtained, and actual results could differ materially from these estimates.
Concentrations of Credit Risk and of Significant Customers
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents at accredited financial institutions. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
The Company sells its consumer referrals to insurance provider customers, consisting of carriers and agents, and indirect distributors in the United States, primarily in the automotive industry. For the three months ended September 30, 2026, two customers represented 34% and 11% of total revenue, respectively. For the three months ended September 30, 2025, two customers represented 34% and 10% of total revenue, respectively. For the nine months ended September 30, 2026, two customers represented 35% and 10% of total revenue, respectively. For the nine months ended September 30, 2025, two customers represented 37% and 11% of total revenue, respectively. As of September 30, 2026, three customers accounted for 31%, 15% and 13% of accounts receivable, respectively. As of December 31, 2025, two customers accounted for 36% and 11% of accounts receivable, respectively.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
The Company’s cash equivalents are carried at fair value, determined according to the fair value hierarchy described above. The Company’s cash equivalents included money market funds of $15.7 million and $15.3 million as of September 30, 2026 and December 31, 2025, respectively, which were valued based on quoted market prices, representing a Level 1 measurement within the fair value hierarchy. The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. There were no transfers into or out of Level 3 during the three and nine months ended September 30, 2026 and 2025.
Accounts Receivable
The Company provides credit to customers in the ordinary course of business and believes its credit policies are prudent and reflect industry practices and business risk. The Company monitors economic conditions to identify facts or circumstances that may indicate that its receivables are at risk of collection. The Company provides an allowance against accounts receivable for estimated losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity. Amounts determined to be uncollectible are charged or written-off against the allowance. As of September 30, 2026 and December 31, 2025, the Company’s allowance for credit losses was $0.1 million. During each of the three and nine months ended September 30, 2026 and 2025, the Company wrote off insignificant amounts of uncollectible accounts.
Revenue Recognition
The Company derives its revenue primarily by selling consumer referrals to its insurance provider customers, including insurance carriers, agents and indirect distributors. Prior to the sale of certain carrier contracts in May 2025, the Company also generated revenue from commission fees for the sale of policies, primarily in its automotive insurance vertical as part of its direct-to-consumer agency. In May 2025, the Company sold the right to receive commissions under its remaining property and casualty carrier contracts related to its direct-to-consumer agency to settle a litigation matter (see Note 3).
To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606 Revenue from Contracts with Customers (“ASC 606”), the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction
12
price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation.
The Company only applies the five-step model to contracts when collectibility of the consideration to which the Company is entitled in exchange for the goods or services it transfers to the customer is determined to be probable. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
The Company recognizes referral revenue when it satisfies its performance obligations by delivering the referrals to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those referrals.
Disaggregated Revenue
The Company presents disaggregated revenue from contracts with customers by distribution channel, as the distribution channel impacts the nature and amount of the Company’s revenue, and by vertical market segment. The Company’s direct distribution channel consists of insurance carriers and third-party agents. The Company’s indirect distribution channel consists of insurance aggregators and media networks who purchase referrals with the intent to resell. Revenue generated via the Company’s direct distribution channel is generally higher per referral than revenue generated by the Company’s indirect distribution channels and provides the Company with additional insights and data regarding insurance provider demand and referral performance.
Total revenue is comprised of revenue from the following distribution channels:
Direct channels
90
%
85
91
87
Indirect channels
15
13
100
Total revenue is comprised of revenue from the following insurance verticals (in thousands):
Automotive
190,389
157,641
534,826
449,940
Home and renters
27,688
16,290
69,189
47,228
Total revenue
The Company has elected to apply the practical expedient in ASC 606 to expense incremental direct costs of obtaining a contract, consisting of sales commissions, as incurred as the expected period of benefit of the sales commissions is one year or less. At September 30, 2026 and December 31, 2025, the Company had not capitalized any costs to obtain any of its contracts.
Deferred Revenue
Amounts received for referrals prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the accompanying condensed consolidated balance sheets. Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue. Deferred revenue was $1.7 million as of December 31, 2025. During the nine months ended September 30, 2026, the Company recognized revenue of $1.4 million that was included in the contract liability balance (deferred revenue) at December 31, 2025. The Company recognizes revenue from deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized. Amounts collected during the period are added to the deferred revenue balance.
Advertising Expense
Advertising expense consists of variable costs that are related to attracting consumers to the Company’s marketplace and generating consumer quote requests, including through its verified partner network, and promoting its marketplace to insurance carriers and agents. The Company expenses advertising costs as incurred and such costs are included in sales and marketing expense in the accompanying condensed consolidated statements of operations and comprehensive income. During the three months ended September 30, 2026 and 2025, advertising expense totaled $155.4 million and $123.8 million, respectively. During the nine months ended September 30, 2026 and 2025, advertising expense totaled $428.6 million and $354.7 million, respectively.
Net Income (Loss) per Share
Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding stock options and unvested restricted stock units. For periods in which the Company reported a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
The Company has two classes of common stock outstanding: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one-to-one basis when computing net income (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) to introduce a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. The Company adopted this standard effective January 1, 2026 and applied the practical expedient to assets within its scope. The adoption did not have a material impact on the consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 allows for adoption using either a prospective or retrospective method. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method. The Company is currently assessing the impact of the adoption of this guidance on its consolidated financial statements.
14
3. Goodwill and Acquired Intangible Assets
Goodwill is not amortized, but instead is reviewed for impairment at least annually or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The Company considers its business to be one reporting unit for purposes of performing its goodwill impairment analysis. To date, the Company has had no impairments to goodwill. There were no changes to goodwill for the three and nine months ended September 30, 2026.
Acquired intangible assets consisted of customer relationships and developed technology related to the Company’s acquisition of Policy Fuel, LLC and its affiliated entities, Kanopy Insurance Center, LLC, One Eight Software, Inc., and Parachute Insurance Services Corp., collectively referred to as “PolicyFuel,” which assets were sold as part of the settlement of litigation with the former owners of PolicyFuel on May 1, 2025. The Company recorded amortization expense for intangible assets of $0.4 million for the nine months ended September 30, 2025, prior to their sale.
The Company recorded legal settlement expense of $8.2 million for the nine months ended September 30, 2025, related to the settlement of litigation. The litigation accrual was settled on May 1, 2025 by the derecognition of the assets sold, consisting of commissions receivables and intangible assets, including customer relationships and developed technology, net of cash received of $0.5 million.
4. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
September 30,
December 31,
Accrued employee compensation and benefits
6,464
4,568
Accrued advertising expenses
2,693
1,710
Other current liabilities
1,360
1,234
5. Loan and Security Agreement
On August 1, 2025, the Company entered into a credit agreement (as amended, the “Credit Agreement”) providing for a senior secured revolving credit facility (the “Revolving Facility”) among the Company, as borrower, Western Alliance Bank, as administrative agent and collateral agent for the lenders (the “Agent”) and as a lender itself, and the other lenders party thereto (collectively, the “Lenders”). The Credit Agreement provides for a $60.0 million senior secured revolving line of credit. Subject to customary terms and conditions (including the absence of any default or event of default under the Credit Agreement), the Company shall have the right, from time to time, to request one or more increases to the revolving commitments in an aggregate amount not to exceed up to $25.0 million during the term of the Credit Agreement. Availability under the Credit Agreement will terminate on August 1, 2028 (the “Revolving Commitment Period”), and all outstanding revolving loans must be paid on or before such date. The Company will pay a commitment fee of 0.075% per annum on the average daily unused portion of commitments under the Credit Agreement during the Revolving Commitment Period.
Pursuant to the Credit Agreement, borrowings under the Revolving Facility cannot exceed 85% of eligible accounts receivable balances. Outstanding borrowings under the Revolving Facility bear interest, at the Company’s election, at a per annum rate equal to (i) an adjusted term secured overnight financing rate for a one-month tenor (“Term SOFR”) plus 2.10% or (ii) the higher of the “prime rate” quoted in The Wall Street Journal, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System plus 0.50%, or Term SOFR plus 1.00% (“ABR”), plus 1.10%. The Company may elect, from time to time, to convert all or any part of its Term SOFR loans to ABR loans or to convert all or any part of the ABR loans to Term SOFR loans. 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 the Company’s assets and property. Under the Credit Agreement, the Company has agreed to certain affirmative and negative covenants, reporting requirements and other customary requirements to which it will remain subject until maturity. The covenants include limitations on its ability to incur additional indebtedness, pay cash dividends, and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the Credit Agreement and through the maturity date, for any period the Company does 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 the Company’s 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 the
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 the Company’s 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. As of September 30, 2026, the Company was in compliance with its covenants and had no amounts outstanding under the Credit Agreement.
In August 2026, the Company amended the Credit Agreement, including to join a new subsidiary of the Company to the Credit Agreement and to update covenants related to permitted investments and indebtedness. In October 2026, the Company further amended the Credit Agreement (see Note 14).
6. Equity
On July 22, 2025, the Company’s board of directors authorized a share repurchase program for up to $50.0 million of the Company’s Class A common stock for one year from the board approval date (the “2025 Repurchase Program”). Share repurchases under the 2025 Repurchase Program were authorized to be made from time to time on the open market, pursuant to Rule 10b5-1 trading plans, or by other legally permissible means. The 2025 Repurchase Program did not obligate the Company to acquire a specific number of shares, and could have been suspended, modified, or terminated at any time, without prior notice. Repurchased shares were immediately retired and resumed the status of authorized but unissued shares of common stock.
On August 11, 2025, the Company repurchased 900,000 shares of Class A common stock under the 2025 Repurchase Program in a negotiated transaction with a related party at a purchase price of $23.33 per share for an aggregate purchase price of $21.0 million (see Note 10).
During the first quarter of 2026, the Company repurchased 1,068,016 shares of Class A common stock under the 2025 Repurchase Program at an average purchase price of $18.59 per share for an aggregate purchase price of $19.9 million. During the second quarter of 2026, the Company repurchased an additional 578,322 shares of Class A common stock under the 2025 Repurchase Program at an average purchase price of $15.82 per share for an aggregate purchase price of $9.1 million. As of the end of the second quarter of 2026, the Company had completed the 2025 Repurchase Program.
In October 2026, the Company's board of directors authorized a new share repurchase program (see Note 14).
7. Stock-Based Compensation
2008 and 2018 Plans
The Company has outstanding awards under its 2008 Stock Incentive Plan, as amended (the “2008 Plan”), but is no longer granting awards under this plan. Shares of common stock issued upon exercise of stock options granted prior to September 8, 2017 will be issued as either Class A common stock or Class B common stock. Shares of common stock issued upon exercise of stock options granted after September 8, 2017 will be issued as Class A common stock.
The Company’s 2018 Equity Incentive Plan (the “2018 Plan” and, together with the 2008 Plan, the “Plans”) provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards. The number of shares initially reserved for issuance under the 2018 Plan is the sum of 2,149,480 shares of Class A common stock, plus the number of shares (up to 5,028,832 shares) equal to the sum of (i) the 583,056 shares of Class A common stock and Class B common stock that were available for grant under the 2008 Plan upon the effectiveness of the 2018 Plan and (ii) the number of shares of Class A common stock and Class B common stock subject to outstanding awards under the 2008 Plan that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations of the Internal Revenue Code). The number of shares of Class A common stock that may be issued under the 2018 Plan automatically increases on the first day of each fiscal year until, and including, the fiscal year ending December 31, 2028, by an amount equal to the lowest of (i) 2,500,000 shares of Class A common stock; (ii) 5% of the sum of the number of shares of Class A common stock and Class B common stock outstanding on the first day of such fiscal year; and (iii) an amount determined by the Company’s board of directors. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, repurchased or are otherwise terminated by the Company under the 2018 Plan will be added back to the shares of common stock available for issuance under the 2018 Plan. The number of authorized shares reserved for issuance under the 2018 Plan was increased by 1,812,320 shares effective as of January 1, 2026 in accordance with the provisions of the 2018 Plan described above. As of September 30, 2026, 3,526,518 shares remained available for future grant under the 2018 Plan.
Option awards and restricted stock unit (“RSU”) awards granted under the Plans vest over periods determined by the board of directors. Options granted under the Plans expire no later than ten years from the date of the grant. The exercise price for stock options granted is not less than the fair value of common shares based on quoted market prices. Certain of the Company’s RSUs are net settled by withholding shares of the Company’s Class A common stock to cover statutory income taxes.
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Stock Option Activity
The Company did not grant common stock options during either of the three and nine months ended September 30, 2026 or 2025.
Restricted Stock Unit Activity
The Company has granted RSU awards with service-based vesting conditions and with both service-based and performance-based vesting conditions (“pRSU”). The fair value of these grants is estimated on the date of grant using the market price of the underlying shares on the grant date.
The following table summarizes the Company’s RSU with service-based vesting conditions activity since December 31, 2025:
Weighted Average
Number of Shares
Grant-Date Fair Value
Unvested balance December 31, 2025
1,902,648
18.82
Granted
1,181,849
15.93
Vested
(696,474
17.22
Forfeited
(239,879
17.77
Unvested balance September 30, 2026
2,148,144
17.86
The following table summarizes the Company’s pRSU activity since December 31, 2025:
968,201
20.47
422,326
20.79
(134,523
19.14
(169,496
21.02
1,086,508
20.67
Unvested pRSUs outstanding as of September 30, 2026 and December 31, 2025 are comprised of the following awards:
Performance conditions met
431,129
479,028
2026 performance conditions not met
211,161
2027 performance conditions not met
444,218
489,173
Unvested balance
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Stock-Based Compensation Expense
The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations and comprehensive income (in thousands):
39
97
984
2,289
3,328
5,860
1,887
1,778
5,032
4,706
3,665
2,622
8,926
8,055
Stock-based compensation expense in the table above includes $2.4 million and $1.3 million for the three months ended September 30, 2026 and 2025, respectively, and $4.5 million and $4.1 million for the nine months ended September 30, 2026 and 2025, respectively, related to pRSUs.
As of September 30, 2026, unrecognized compensation expense for stock-based awards expected to vest was $33.7 million, which is expected to be recognized over a weighted average period of 2.6 years.
The Company recognized income tax benefits related to stock-based compensation expense of $1.5 million and $3.9 million as a component in calculating its income taxes for the three and nine months ended September 30, 2026, respectively. Income tax benefits related to stock-based compensation expense for the three and nine months ended September 30, 2025 were fully offset by the valuation allowance against deferred tax assets.
8. Commitments and Contingencies
Leases
The Company leases office space under various non-cancelable operating leases. There have been no material changes to the Company’s leases during the three and nine months ended September 30, 2026. For additional information, please read Note 10, Leases, to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Purchase Commitment
In June 2025, the Company entered into a five-year, $18.5 million purchase commitment, in the ordinary course of business, for advertising with specified annual minimum payment amounts through July 2029. In August 2026, the remaining $15.5 million commitment was terminated in exchange for a $4.0 million payment, which was recorded as general and administrative expense.
Legal Proceedings and Other Contingencies
The Company is from time to time subject to various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of its business. While the outcome of these claims cannot be predicted with certainty, management does not believe, based on its current knowledge, that the outcome of any of these legal matters will have a material adverse effect on the Company’s consolidated results of operations or financial condition. Notwithstanding the foregoing, the ultimate outcome of any legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. It is possible that an adverse outcome of any matter could be material to the Company’s business, financial position, results of operations or cash flows as a whole for any particular reporting period of occurrence. In addition, it is possible that a matter may prompt litigation or additional investigations or proceedings by government agencies or private litigants.
9. Retirement Plan
The Company has established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. As currently established, the Company is not required to make any contributions to the 401(k) Plan. The Company contributed $0.3 million and $0.4 million during the three months ended September 30, 2026 and 2025, respectively, and $1.1 million and $1.3 million during the nine months ended September 30, 2026 and 2025, respectively.
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10. Related Party Transactions
The Company has, in the ordinary course of business, entered into arrangements with other companies who have shareholders in common with the Company. Pursuant to these arrangements, related-party affiliates receive payments for providing website visitor referrals. During the three months ended September 30, 2026 and 2025, the Company recorded expense of $17.7 million and $12.7 million, respectively, related to these arrangements. During the three months ended September 30, 2026 and 2025, the Company paid $11.2 million and $14.7 million, respectively, related to these arrangements. During the nine months ended September 30, 2026 and 2025, the Company recorded expense of $42.5 million and $31.3 million, respectively, related to these arrangements. During the nine months ended September 30, 2026 and 2025, the Company paid $34.7 million and $26.5 million, respectively, related to these arrangements. As of September 30, 2026 and December 31, 2025, amounts due to related-party affiliates totaled $11.4 million and $3.7 million, respectively, which are included in accounts payable on the accompanying condensed consolidated balance sheets.
On August 11, 2025, the Company repurchased 900,000 shares of Class A common stock from Link Ventures, which is an entity affiliated with funds advised by David Blundin, the Company’s chairman of the board of directors and co-founder, and other affiliated entities of Mr. Blundin, at a purchase price of $23.33 per share for an aggregate purchase price of $21.0 million pursuant to the Company’s 2025 Repurchase Program. The purchase price represented an approximate 1.8% discount to the closing price of the Company’s common stock on August 8, 2025. The shares were immediately retired. In connection with the repurchase agreement, Mr. Blundin and Link Ventures entered into a 180-day lock-up agreement with the Company which restricted the sale or transfer of any of the Company’s shares of capital stock beneficially owned by Mr. Blundin, subject to customary exceptions.
11. Income Taxes
The Company records income tax expense by applying its estimated annual effective tax rate to year-to-date income before income taxes, and adjusting for discrete items occurring in the quarter. The Company’s effective tax rate may vary from period to period, generally based on factors such as changes in forecasts and year-to-date results.
For the three and nine months ended September 30, 2026, the Company recorded income tax expense of $7.0 million and $18.0 million, respectively, related primarily to U.S. federal and state income taxes. The Company’s effective tax rate for the three and nine months ended September 30, 2026 varied from the U.S. federal statutory income tax rate primarily due to state income taxes, partially offset by U.S. federal research and development tax credits.
For the three and nine months ended September 30, 2025, the Company recorded an income tax benefit of $0.3 million and an income tax expense of $0.7 million, respectively. The Company recorded an income tax benefit for the three months ended September 30, 2025 due to the favorable impact of changes to domestic research expensing for tax purposes under the One Big Beautiful Bill Act, which was enacted on July 4, 2025. Income tax expense of $0.7 million for the nine months ended September 30, 2025 consisted primarily of state income taxes as well as federal income taxes for the portion of taxable income that was not offset by net operating loss and tax credit carryforwards. Until the fourth quarter of 2025, the Company maintained a full valuation allowance against its deferred tax assets.
12. Net Income per Share
A reconciliation of the numerators and the denominators of the basic and diluted net income per common share computations are as follows (in thousands):
Numerator:
Denominator:
Weighted average basic common shares outstanding
Effect of dilutive securities:
Options to purchase common stock
466
621
424
653
Restricted stock units
1,083
892
753
1,008
Weighted average diluted common shares outstanding
19
The Company excluded the following potential common shares, presented based on weighted average shares outstanding during the periods, from the computation of diluted net income per share because including them would have had an anti-dilutive effect (in thousands):
161
The tables above do not include performance-based awards for which the performance conditions had not been met as of period end. As of September 30, 2026 and 2025, the Company had outstanding pRSUs for which the performance conditions had not been met as of period end of 655,379 and 849,900, respectively.
13. Segments and Geographical Information
The Company’s revenue is derived from customers in the United States. Long-lived tangible assets held outside of the United States are not material.
The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group (the “CODM”), in deciding how to allocate resources and assess performance. The CODM of the Company is the Chief Executive Officer. The CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and comprehensive income and the Company’s operations are managed on a consolidated basis to decide where to allocate and invest additional resources within the business to continue growth. Segment asset information is not provided to the CODM to allocate resources.
As a single reportable segment entity, the Company’s segment performance measure is net income (loss), which is used to monitor budget versus actual results. Significant segment expenses, as provided to the CODM, are presented below (in thousands):
Less:
Advertising expense
155,444
123,800
428,587
354,681
Cash operating expense(1)
27,182
25,073
80,545
72,990
Other segment items, net(2)
17,299
6,202
38,872
27,974
(1) Cash operating expense is primarily comprised of personnel-related costs, technology service costs, professional fees and office-related costs included in cost and operating expenses in the Company’s consolidated statements of operations and comprehensive income and does not include non-cash depreciation and amortization and stock-based compensation amounts that are included in cost and operating expenses and other items such as legal settlement expense and a vendor contract termination fee related to a multi-year contract also included in cost and operating expenses.
(2) Other segment items, net included within net income include depreciation and amortization and stock-based compensation amounts that are non-cash items included in cost and operating expenses, and other items such as legal settlement expense and a vendor contract termination fee related to a multi-year contract that are considered not indicative of core operating performance, as well as interest income and income taxes. These amounts are also reported within the consolidated statements of operations and comprehensive income and consolidated statements of cash flows. See the accompanying consolidated financial statements and footnotes for financial information regarding other segment items, net and the Company’s operating segment.
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14. Subsequent Events
On October 21, 2026, the Company's Credit Agreement was amended to, among other things, permit the Company to (i) repurchase, redeem or otherwise acquire shares of its capital stock, including its Class A common stock in an aggregate amount of up to $75.0 million and (ii) make certain investments in an aggregate amount of up to $15.0 million per year so long as no default or event of default exists at the time of, or would result from the making of, such investment. Each is subject to certain conditions and restrictions as set forth in the Credit Agreement.
On October 21, 2026, the Company’s board of directors authorized a share repurchase program (the “2026 Repurchase Program”). The 2026 Repurchase Program allows the Company to repurchase up to $50.0 million of its outstanding Class A common stock. Under the 2026 Repurchase Program, the Company may repurchase shares from time to time through open market purchases, privately negotiated transactions, or other means. Repurchases may be made in compliance with Rule 10b-18 under the Exchange Act, and may include purchases under trading plans adopted under Rule 10b5-1 of the Exchange Act. The timing, manner, price and amount of any repurchases will depend on market conditions, the common stock trading price, applicable legal requirements, the terms of the Credit Agreement and other factors. The 2026 Repurchase Program has no expiration date. It does not obligate the Company to acquire any particular amount of common stock, and the Company may modify, suspend or terminate it at any time without prior notice.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2025, on file with the Securities and Exchange Commission. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below, elsewhere in this Quarterly Report on Form 10-Q and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
We are a leading AI-powered growth solutions partner for regulated property and casualty insurance entities, enabling the largest insurance carriers and thousands of agents to maximize customer acquisition across digital channels. Fueled by our proprietary data assets and our AI traffic engine, EverQuote is transforming the way providers attract and engage consumers to grow market share.
We operate a marketplace to connect insurance providers to a large volume of high-intent, pre-validated consumer referrals that match the insurers’ specific underwriting and profitability requirements. The transparency of our marketplace, as well as the campaign management tools we offer, are designed to make it easy for insurance carriers and third-party agents to evaluate the performance of their marketing spend on our platform and manage their own return on investment. We present consumers with a single starting point for a comprehensive insurance shopping experience where consumers can engage with insurance carriers through multiple channels based on their preferences. 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.
In the three months ended September 30, 2026 and 2025, our total revenue was $218.1 million and $173.9 million, respectively, representing a year-over-year increase of 25.4%. We had net income of $18.2 million and $18.9 million for the three months ended September 30, 2026 and 2025, respectively, and had $35.5 million and $25.1 million in Adjusted EBITDA for the three months ended September 30, 2026 and 2025, respectively. In the nine months ended September 30, 2026 and 2025, our total revenue was $604.0 million and $497.2 million, respectively, representing a year-over-year increase of 21.5%. We had net income of $56.0 million and $41.6 million for the nine months ended September 30, 2026 and 2025, respectively, and had $94.9 million and $69.5 million in Adjusted EBITDA for the nine months ended September 30, 2026 and 2025, respectively. See the section titled “—Non-GAAP Financial Measure” for information regarding our use of Adjusted EBITDA and its reconciliation to net income (loss) determined in accordance with generally accepted accounting principles in the United States, or GAAP.
To support our efforts to enable AI capabilities to drive productivity, marketplace growth and broaden our value to customers, we expect to increase our investments in advertising, people and technology. Accordingly, we expect increased spending in these areas, which may impact operating income, variable marketing dollars, variable marketing margins and Adjusted EBITDA. The timing, amount and benefits of these investments are uncertain and may not result in improved performance or profitability in the timeframe we expect, or at all.
Factors Affecting Our Performance
We believe that our performance and future growth depend on a number of factors that present opportunities for us but also pose risks and challenges, including those discussed below, elsewhere in this Quarterly Report on Form 10-Q, and in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
Auto insurance industry risk
For the nine months ended September 30, 2026 and 2025, we derived 89% and 90%, respectively, of our revenue from auto insurance providers and our financial results depend on the performance of the auto insurance industry. Furthermore, total revenue from our two largest auto insurance carrier customers was 35% and 10% of our revenue, respectively, for the nine months ended September 30, 2026 and total revenue from our two largest auto insurance carrier customers was 37% and 11% of our revenue, respectively, for the nine months ended September 30, 2025. Business cycles within the auto insurance industry heavily impact our carrier customers’ advertising spend with us, such as 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.
Expanding consumer traffic
Our success depends in part on the growth and quality of our consumer traffic. We have historically increased consumer traffic to our marketplace by expanding existing advertising channels and adding new channels such as by engaging with consumers through our verified partner network. We plan to increase consumer traffic by leveraging the features and growing the data assets of our platform, including through the deployment of AI-enabled capabilities. While we plan to grow consumer traffic, we have the ability to decrease advertising spend when the revenue associated with such consumer traffic does not result in incremental profit to our business or in response to lower demand for consumer referrals. To support our efforts to enable AI capabilities to improve the quantity and quality of consumer traffic, we expect to make incremental investments in advertising, personnel and technology services. 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.
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. However, we have also experienced periods of decreasing carrier spend in the automotive insurance vertical as described above.
Key Business Metrics
We regularly review a number of metrics, including GAAP operating results and the key metrics listed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make operating and strategic decisions. Some of these metrics are non-financial metrics or are financial metrics that are not defined by GAAP.
Adjusted EBITDA
We use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. For our definition and a description of our use of Adjusted EBITDA, its limitations, and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, please see “—Non-GAAP Financial Measure”.
Variable Marketing Dollars and Margin
We define variable marketing dollars, or VMD, as revenue, as reported in our consolidated statements of operations and comprehensive income, less advertising costs (a component of sales and marketing expense, as reported in our consolidated statements of operations and comprehensive income). 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.
Key Components of Our Results of Operations
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. To simplify the quoting process for the consumer and improve performance for the provider, we are able to provide consumer-submitted quote request data along with each referral. We recognize revenue from consumer referrals at the time of delivery. We support three secure consumer referral formats:
23
For the periods presented, our total revenue consisted of revenue generated within our insurance verticals as follows:
(in thousands)
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. 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, and legal settlement expense.
We allocate certain overhead expenses, such as rent, utilities, office supplies and depreciation and amortization of general office assets, to cost of revenue and operating expense categories based on headcount. As a result, an overhead expense allocation is reflected in cost of revenue, sales and marketing, research and development, and general and administrative expenses. Personnel-related costs included in cost of revenue and operating expense categories include wages, fringe benefit costs and stock-based compensation expense.
Cost of Revenue
Cost of revenue is comprised primarily of the costs of operating our marketplace and delivering consumer referrals to our customers. These costs consist primarily of technology service costs including hosting, software, data services, and third-party call center costs. In addition, cost of revenue includes depreciation and amortization of our platform technology assets and personnel-related costs.
Sales and Marketing
Sales and marketing expense consists primarily of advertising and marketing expenditures as well as personnel-related costs for employees engaged in sales, marketing, data analytics and consumer acquisition functions. Advertising expenditures consist of variable costs that are related to attracting consumers to our marketplace, generating consumer quote requests, including the cost of quote requests we acquire from our verified partner network, and promoting our marketplace to carriers and agents. Advertising costs are expensed as incurred. Marketing costs consist primarily of content and creative development, public relations, memberships, and event costs. We expect our sales and marketing expense will increase in 2026 as compared to 2025 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 have focused our research and development efforts on improving ease of use and functionality of our existing marketplace platform and developing new offerings and internal tools. We primarily expense research and development costs. Direct development costs related to software enhancements that add functionality are capitalized and amortized as a component of cost of revenue. We expect that research and development expense will increase in 2026 as compared to 2025, primarily due to personnel-related costs and technology services.
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 general and administrative expense will increase in 2026 as compared to 2025, primarily due to personnel-related costs.
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Legal settlement includes costs associated with the settlement of our litigation in 2025 with the former owners of certain entities acquired in 2021.
Other Income (Expense)
Other income (expense) consists of interest income and other income (expense). Interest income consists of interest earned on invested cash balances. Other income (expense) consists of miscellaneous income (expense) unrelated to our core operations.
Income Taxes
Our income tax expense is based on applying our estimated annual effective tax rate to year-to-date income before income taxes, and adjusting for discrete items occurring in the quarter. Our effective tax rate may vary from period to period, generally based on factors such as changes in forecasts and year-to-date results.
As a result of the release of our valuation allowance in the fourth quarter of 2025, we expect an increase to our income tax rate in 2026. To the extent allowed, we intend to use our available net operating loss carryforwards and tax credits to reduce cash tax payment obligations.
Non-GAAP Financial Measure
To supplement our consolidated financial statements presented in accordance with GAAP and to provide investors with additional information regarding our financial results, we present in this Quarterly Report on Form 10-Q Adjusted EBITDA as a non-GAAP financial measure. 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, interest income, income taxes and other items that we believe are non-recurring or not indicative of our core operating performance. The most directly comparable GAAP measure to Adjusted EBITDA is net income (loss). We monitor and present in this Quarterly Report on Form 10-Q 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. In particular, we believe that excluding the impact of these items in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.
We use Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. We believe Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude in the calculation of Adjusted EBITDA. 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.
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. Adjusted EBITDA should be considered together with other operating and financial performance measures presented in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA rather than net income (loss), all of which could reduce the usefulness of our presentation of Adjusted EBITDA as a tool for comparison. Some of these limitations are:
25
The following table reconciles Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP:
Reconciliation of Net Income to Adjusted EBITDA:
Stock-based compensation
Depreciation and amortization
988
811
(1,224
(992
(3,235
(2,618
Income taxes
6,965
(345
17,980
702
Other:
Vendor contract termination(1)
4,000
Legal settlement(2)
35,451
25,067
94,883
69,530
(1) During the three and nine months ended September 30, 2026, we terminated a multi-year vendor contract for advertising services with a $15.5 million remaining commitment in exchange for a payment of $4.0 million.
(2) During the nine months ended September 30, 2025, we recorded legal settlement costs related to the settlement of our litigation with the former owners of certain entities acquired in 2021.
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Results of Operations
Comparison of the Three and Nine Months Ended September 30, 2026 and 2025
The following tables set forth our results of operations for the periods shown:
Statement of Operations Data:
Revenue(1)
Cost and operating expenses(2):
Other Financial and Operational Data:
Variable marketing dollars
62,633
50,140
175,428
142,520
Adjusted EBITDA(3)
(1) Comprised of revenue from the following distribution channels:
(2) Includes stock-based compensation expense as follows:
(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 net income (loss), the most directly comparable GAAP financial measure.
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Change
(dollars in thousands)
44,137
25.4
Revenue increased by $44.1 million from $173.9 million for the three months ended September 30, 2025 to $218.1 million for the three months ended September 30, 2026. The increase in revenue was due to an increase of $32.7 million in our automotive vertical and an increase of $11.4 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals.
106,814
21.5
Revenue increased by $106.8 million from $497.2 million for the nine months ended September 30, 2025 to $604.0 million for the nine months ended September 30, 2026. The increase in revenue was due to an increase of $84.9 million in our automotive vertical and an increase of $22.0 million in our home and renters vertical, due primarily to an increase in carrier spend for referrals.
(80
-1.7
Percentage of revenue
2.1
2.7
Cost of revenue decreased by $0.1 million from $4.7 million for the three months ended September 30, 2025 to $4.6 million for the three months ended September 30, 2026. Cost of revenue decreased primarily due to a decrease in third-party call center costs.
(1,678
-11.2
2.2
3.0
Cost of revenue decreased by $1.7 million from $14.9 million for the nine months ended September 30, 2025 to $13.3 million for the nine months ended September 30, 2026. Cost of revenue decreased primarily due to a decrease of $1.0 million in third-party call center costs and decreases of $0.4 million and $0.2 million in technology services and lead verification services, respectively.
Sales and marketing expense
29,589
21.9
75.6
77.8
Sales and marketing expense increased by $29.6 million from $135.4 million for the three months ended September 30, 2025 to $165.0 million for the three months ended September 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $31.6 million due to an increase in carrier spend, partially offset by a decrease in personnel-related
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costs of $1.8 million. Personnel-related costs included stock-based compensation expense of $1.0 million and $2.3 million for the three months ended September 30, 2026 and 2025, respectively. Consulting costs also decreased by $0.6 million.
72,129
18.7
75.8
77.6
Sales and marketing expense increased by $72.1 million from $385.8 million for the nine months ended September 30, 2025 to $458.0 million for the nine months ended September 30, 2026. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $73.9 million due to an increase in carrier spend and an increase in technology services of $0.7 million, partially offset by decreases of $1.9 million and $0.4 million in personnel-related costs and consulting costs, respectively. Personnel-related costs included stock-based compensation expense of $3.3 million and $5.9 million for the nine months ended September 30, 2026 and 2025, respectively. Amortization expense also decreased by $0.4 million as we sold the acquired intangible assets as part of the settlement of litigation in 2025.
Research and development expense
13.6
4.1
4.6
Research and development expense increased by $1.1 million from $7.9 million for the three months ended September 30, 2025 to $9.0 million for the three months ended September 30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $0.4 million due primarily to increased headcount and overall compensation increases, and an increase in technology services costs of $0.3 million.
3,803
16.4
4.5
4.7
Research and development expense increased by $3.8 million from $23.2 million for the nine months ended September 30, 2025 to $27.0 million for the nine months ended September 30, 2026. The increase in research and development expense was primarily due to an increase in personnel-related costs of $2.8 million due primarily to increased headcount and overall compensation increases and an increase in technology services costs of $0.7 million.
General and administrative expense
7,151
85.3
7.1
4.8
29
General and administrative expenses increased by $7.2 million from $8.4 million for the three months ended September 30, 2025 to $15.5 million for the three months ended September 30, 2026. General and administrative expenses for the three months ended September 30, 2026 included a $4.0 million vendor contract termination fee for a long-term advertising contract. Other increases in general and administrative expenses included an increase in personnel-related costs of $1.5 million. Personnel-related costs included stock-based compensation expense of $3.7 million and $2.6 million for the three months ended September 30, 2026 and 2025, respectively. Consulting and professional fees also increased by $0.8 million related to strategic initiatives, and legal fees increased by $0.4 million.
9,662
38.2
5.8
5.1
General and administrative expenses increased by $9.7 million from $25.3 million for the nine months ended September 30, 2025 to $34.9 million for the nine months ended September 30, 2026. The increase in general and administrative expenses was primarily due to a $4.0 million vendor contract termination fee for a long-term advertising contract. Personnel-related costs increased by $2.7 million due primarily to overall compensation increases and increased headcount. Personnel-related costs included stock-based compensation expense of $8.9 million and $8.1 million for the nine months ended September 30, 2026 and 2025, respectively. Legal fees and consulting and professional fees also increased by $1.1 million and $0.5 million, respectively, and bank service fees increased by $0.7 million.
Legal Settlement
Legal settlement expense was $8.2 million for the nine months ended September 30, 2025. Legal settlement expense for the nine months ended September 30, 2025 consisted of the costs to settle the litigation of $7.8 million and legal expense related to the settlement of $0.4 million (see Note 3 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q).
Interest income increased by $0.2 million and $0.6 million in the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, respectively, due to an increase in interest earned on our cash balances. Other income (expense), net was not significant for any periods presented.
Income Tax Expense
For the three and nine months ended September 30, 2026, we recorded income tax expense of $7.0 million and $18.0 million, respectively, related primarily to U.S. federal and state income taxes. Our effective tax rate for the three and nine months ended September 30, 2026 varied from the U.S. federal statutory income tax rate primarily due to state income taxes, partially offset by U.S. federal research and development tax credits.
For the three and nine months ended September 30, 2025, we recorded an income tax benefit of $0.3 million and an income tax expense of $0.7 million, respectively. We recorded an income tax benefit for the three months ended September 30, 2025 due to the favorable impact of changes to domestic research expensing for tax purposes under the One Big Beautiful Bill Act, which was enacted on July 4, 2025. Income tax expense of $0.7 million for the nine months ended September 30, 2025 consisted primarily of state income taxes as well as federal income taxes for the portion of our taxable income that was not offset by net operating loss and tax credit carryforwards. Until the fourth quarter of 2025, we maintained a full valuation allowance against our deferred tax assets.
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Less: total advertising expense (a component of sales and marketing expense)
12,493
24.9
Variable marketing margin
28.7
28.8
32,908
23.1
29.0
The increase in variable marketing dollars in the three and nine months ended September 30, 2026 as compared to the three and nine months ended September 30, 2025 was due primarily to increased carrier spend.
Liquidity and Capital Resources
As of September 30, 2026, our principal sources of liquidity were cash and cash equivalents of $229.1 million and up to $60.0 million of availability under our revolving line of credit.
On August 1, 2025, we entered into a new senior secured revolving credit facility, or as amended, the Credit Agreement, with 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. The Credit Agreement provides for a $60.0 million senior secured revolving line of credit. Subject to customary terms and conditions (including the absence of any default or event of default under the Credit Agreement), we have the right, from time to time, to request one or more increases to the revolving commitments in an aggregate amount not to exceed up to $25.0 million during the term of the Credit Agreement. Availability under the Credit Agreement will terminate on August 1, 2028, or the Revolving Commitment Period, and all outstanding revolving loans must be paid on or before such date. We will pay a commitment fee of 0.075% per annum on the average daily unused portion of commitments under the Credit Agreement during the Revolving Commitment Period.
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 that may limit our operating flexibility. Specifically, 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. In addition, under the Credit Agreement and through the maturity date, for any period we do not maintain a minimum Adjusted Quick Ratio (as defined in the Credit Agreement) of 1.30 to 1.00, 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. For more information regarding our Credit Agreement, see Note 5 to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q. As of September 30, 2026, we were in compliance with its covenants and had no amounts outstanding under the Credit Agreement.
On October 21, 2026, our board of directors authorized a share repurchase program for up to $50.0 million of our Class A common stock, or the 2026 Repurchase Program. Share repurchases under the 2026 Repurchase Program may be made from time to time on the open market, through privately negotiated transactions, pursuant to Rule 10b5-1 trading plans, or by other legally permissible means. The 2026 Repurchase Program does not obligate us to acquire a specific number of shares, can be suspended, modified, or terminated at any time, without prior notice, and does not expire. Repurchases under the program are expected to be funded from a combination of existing cash balances and future cash flow.
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We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under the Credit Agreement. 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, including increased investment in our AI capabilities, purchases of common stock under the 2026 Repurchase Program, purchases of capital equipment to support our growth, sales and marketing activities, expansion of our business through acquisitions, partnerships or other strategic investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. If we do not achieve our revenue goals as planned, we believe that we can reduce our operating costs. If we need additional funds and are unable to obtain funding on a timely basis, we may need to significantly curtail our operations in an effort to provide sufficient funds to continue our operations, which could adversely affect our business prospects.
In addition, we have an effective universal shelf registration statement on Form S-3 with the Securities and Exchange Commission that permits us to sell up to $150.0 million of any combination of our common stock, preferred stock, debt securities, warrants, rights or units from time to time and at prices and on terms that we may determine. The net proceeds of any securities we sell under this registration statement may be used for general corporate purposes, including among other possible uses, the acquisition of companies or businesses, repayment and refinancing of debt, working capital and capital expenditures. Any issuance of equity securities under this registration statement (or otherwise) may cause dilution to our stockholders. However, at this time, we have no plans to sell any securities under this registration statement.
Cash Flows
The following table shows a summary of our cash flows for the nine months ended September 30, 2026 and 2025:
Operating activities provided $94.4 million in cash during the nine months ended September 30, 2026, primarily resulting from our net income of $56.0 million and adjusting for net non-cash charges of $33.0 million, and net cash provided by changes in our operating assets and liabilities of $5.3 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $9.8 million increase in accounts payable and accrued expenses and other current liabilities, partially offset by a $4.8 million increase in accounts receivable.
Operating activities provided $68.4 million in cash during the nine months ended September 30, 2025, primarily resulting from our net income of $41.6 million and adjusting for net non-cash charges of $29.6 million, including a litigation accrual of $7.8 million, partially offset by net cash used by changes in our operating assets and liabilities of $2.8 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a $6.8 million increase in accounts receivable and a $4.7 million increase in prepaid expenses, partially offset by a $7.2 million increase in accounts payable and accrued expenses and other current liabilities and a decrease of $1.9 million in commission receivable.
Changes in accounts receivable, accounts payable and accrued expenses and other current liabilities, and prepaid expenses and other current assets were generally due to changes in our business and timing of customer and vendor invoicing and payments.
Net cash used in investing activities of $6.2 million and $3.9 million for the nine months ended September 30, 2026 and 2025, respectively, was primarily attributable to the acquisition of property and equipment, which included the capitalization of certain software development costs. During the nine months ended September 30, 2026 and 2025, we capitalized $4.3 million and $3.4 million, respectively, of software development costs. We also used $1.3 million for a strategic investment during the nine months ended September 30, 2026.
During the nine months ended September 30, 2026, net cash used in financing activities was $30.5 million, primarily due to $29.0 million used to repurchase common stock under our 2025 share repurchase program and $3.0 million used for tax withholding payments relating to net share settlements, partially offset by $1.5 million in proceeds received from the exercise of common stock options.
During the nine months ended September 30, 2025, net cash used in financing activities was $20.8 million primarily due to $21.0 million used to repurchase common stock under our 2025 share repurchase program from Link Ventures, which is an entity affiliated with funds advised by David Blundin, the Company's chairman of the board of directors and co-founder, and other affiliated entities of Mr. Blundin. Cash proceeds during the nine months ended September 30, 2025 included proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements.
Contractual Obligations and Commitments
Our cash flows are dependent on a number of factors in addition to our operational expenditures, including our 2026 Repurchase Program and contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.
There have been no material changes to the contractual obligations reported in our Annual Report on Form 10-K for the year ended December 31, 2025 other than the termination of our five-year purchase commitment for advertising.
Critical Accounting Policies and Significant Judgments and Estimates
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting policies from those disclosed in our financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2025, on file with the Securities and Exchange Commission. For further disclosure, refer to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and our audited consolidated financial statements included in our Annual Report on Form 10-K.
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 unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Our Credit Agreement provides us with credit at a floating rate of interest. As of September 30, 2026, we had no outstanding borrowings under our revolving line of credit 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.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Information with respect to legal proceedings and this item is included in Note 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors.
As of the date of this report, there has been no material change from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Recent Sales of Unregistered Equity Securities
There were no equity securities sold by us during the three months ended September 30, 2026 that were not registered under the Securities Act, and that were not previously reported in a Current Report on Form 8-K.
Issuer Purchases of Equity Securities
We did not purchase any of our registered equity securities during the period from July 1, 2026 to September 30, 2026.
Item 5. Other Information.
Outperformance pRSUs
On November 2, 2026, the board of directors on the recommendation of the Compensation Committee, approved amendments to the outperformance pRSUs granted to the Company’s executive officers in 2025 (the “Executive pRSUs”). The amendments (i) redefine Adjusted EBITDA, for purposes of the Executive pRSUs only, as a percentage of the Company’s GAAP revenue in order to determine achievement of the awards’ performance targets, subject to a downward adjustment in certain circumstances; and (ii) update and clarify the change in control provisions. Except for the amendments described above and other administrative revisions, the material terms of Executive pRSUs remain unchanged, including the measurement dates and number of pRSUs. The amendments address the possible impact on 2027 Adjusted EBITDA of the Company’s expected increased investment in AI. The amendments are intended to preserve the pRSUs’ original purpose of incentivizing achievement of the Company’s long-term model while supporting potential investments the Company believes may be necessary to drive long-term growth and stockholder value. This description is qualified in its entirety by the form of Amended and Restated Performance-Based Restricted Stock Unit Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K:
Name (Title)
Action Taken (Date of Action)
Type of Trading Arrangement
Nature of Trading Arrangement
Duration of Trading Arrangement
Aggregate Number of Securities
Jon Ayotte(Chief Accounting Officer)
Adoption(August 17, 2026)
Rule 10b5-1 trading arrangement
Sale
Until June 30, 2027, or such earlier date upon which all transactions are completed or expire without execution
Up to 13,975 shares
Joseph Sanborn(Chief Financial Officer, Chief Administrative Officer, Treasurer & Secretary)
Adoption(August 27, 2026)
Until March 5, 2027, or such earlier date upon which all transactions are completed or expire without execution
Up to 95,032 shares
Mira Wilczek(Board Member)
Adoption(September 15, 2026)
Until August 20, 2027, or such earlier date upon which all transactions are completed or expire without execution
Up to 170,500 shares
Item 6. Exhibits.
Exhibit
Number
Description
10.1*
Consent and First Amendment to Credit Agreement, dated as of August 3, 2026, by and among EverQuote, Inc. and Batnac, LLC, collectively, as Borrower, Western Alliance Bank, as Agent, and Western Alliance Bank, as a Lender, an Issuing Lender and the Swingline Lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38549) filed with the SEC on October 21, 2026)
10.2*
Second Amendment to Credit Agreement, dated as of October 21, 2026, by and among EverQuote, Inc. and Batnac, LLC, collectively, as Borrower, Western Alliance Bank, as Agent, and Western Alliance Bank, as a Lender, an Issuing Lender and the Swingline Lender (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38549) filed with the SEC on October 21, 2026)
10.3#
Form of Amended and Restated Outperformance Performance-Based Restricted Stock Unit Agreement – Section 16 Officer
31.1
Certification of Chief Executive Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1†
Certification of Chief Executive Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2†
Certification of Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
# Indicates management contract or compensation plan.
† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of EverQuote, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 3, 2026
By:
/s/ Jayme Mendal
Jayme Mendal
Chief Executive Officer and President
(Principal Executive Officer)
/s/ Joseph Sanborn
Joseph Sanborn
Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary
(Principal Financial Officer)