~~UNITED STATES~~ 1

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~10-K~~D.C. 20549

~~(Mark~~FORM ~~One)~~10-K

~~☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15~~(dMark One) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☒ ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31,~~OR ~~2023~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the fiscal year ended December 31, 2024

~~☐ TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~☐ TRANSITION ~~the~~REPORT ~~transition~~PURSUANT ~~period~~TO ~~from to~~ SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Commission~~For ~~file~~the ~~number:~~transition ~~001-38549~~period from to

~~EverQuote,~~Commission ~~Inc.~~file number: 001-38549

~~(Exact~~EverQuote, ~~name~~Inc. ~~of registrant as specified in its charter)~~

Delaware	26-3101161
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)
210 BroadwayCambridge, Massachusetts	02139
(Address of principal executive offices)	(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (855) 522-3444


Delaware	26-3101161
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

141 Portland Street Cambridge, Massachusetts	02139
(Address of principal executive offices)	(Zip Code)

~~Securities~~Registrant’s ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section~~area 12code: (b855) of522-3444 ~~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

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) 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

~~None~~Securities registered pursuant to Section 12(g) of the Act:

~~Indicate~~None ~~by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒~~

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section~~Rule 13405 ~~or Section 15(d)~~ of the Securities Act. Yes ☐ No ☒

Indicate by check mark ~~whether~~if the registrant: ~~(1)~~is ~~has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 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 ☒ ~~No ☐~~

Indicate by check mark whether the registrant: (1) has ~~submitted~~filed ~~electronically~~all ~~every~~reports ~~Interactive Data File~~ required to be ~~submitted~~filed ~~pursuant~~by toSection ~~Rule~~13 ~~405~~or 15(d) of ~~Regulation~~the ~~S-T~~Securities ~~(§232.405~~Exchange Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such ~~files~~reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ ☐

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~every ~~filer,~~Interactive anData ~~accelerated~~File ~~filer,~~required ato ~~non-accelerated~~be ~~filer,~~submitted apursuant ~~smaller~~to ~~reporting~~Rule ~~company~~405 orof anRegulation ~~emerging~~S-T ~~growth company~~(§232.405 ~~See~~of ~~the~~this ~~definitions~~chapter) ofduring ~~“large~~the ~~accelerated~~preceding ~~filer,”~~12 ~~“accelerated~~months ~~filer,”~~(or ~~“smaller~~for ~~reporting~~such ~~company,”~~shorter ~~and~~period ~~“emerging~~that ~~growth~~the ~~company”~~registrant inwas ~~Rule~~required ~~12b-2~~to ofsubmit ~~the~~such ~~Exchange Act~~files). Yes ☒ No ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ☐an ~~Accelerated~~accelerated filer, ☒a ~~Non~~non-accelerated filer, ☐a ~~Smaller~~smaller reporting company ☒or ~~Emerging~~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.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☒ ~~check~~Non-accelerated ~~mark~~filer if☐ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company ~~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~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal~~financial ~~control~~accounting ~~over~~standards ~~financial~~provided ~~reporting~~pursuant ~~under~~to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C.~~ ☐ ~~7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒~~

IfIndicate ~~securities~~by ~~are~~check ~~registered~~mark ~~pursuant~~whether the registrant has filed a report on and attestation to ~~Section~~its ~~12(b)~~management’s assessment of the ~~Act,~~effectiveness ~~indicate~~of byits ~~check~~internal ~~mark~~control ~~whether~~over ~~the~~ financial ~~statements~~reporting under Section 404(b) of the ~~registrant~~Sarbanes-Oxley ~~included~~Act in(15 ~~the~~U.S.C. ~~filing~~7262(b)) ~~reflect~~by the ~~correction~~registered ofpublic anaccounting ~~error~~firm tothat ~~previously~~prepared or issued ~~financial~~its ~~statements~~audit report. ☐ ☒

~~Indicate~~If bysecurities ~~check~~are ~~mark~~registered ~~whether~~pursuant ~~any~~to ofSection ~~those~~12(b) ~~error~~of ~~corrections~~the ~~are~~Act, ~~restatements~~indicate ~~that~~by ~~required~~check amark ~~recovery~~whether ~~analysis~~the offinancial ~~incentive-based~~statements ~~compensation received by any~~ of the registrant’s ~~executive~~included ~~officers~~in ~~during~~the filing reflect the ~~relevant~~correction ~~recovery~~of ~~period~~an ~~pursuant~~error to ~~§240~~previously issued financial statements.~~10D-1(b).~~ ☐

Indicate by check mark whether ~~the~~any ~~registrant~~of isthose aerror ~~shell~~corrections ~~company~~are ~~(as~~restatements ~~defined~~that inrequired ~~Rule~~a ~~12b~~recovery analysis of incentive-2based compensation received by any of the ~~Exchange~~registrant’s ~~Act). Yes~~executive ~~☐ No~~officers ☒during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~Based~~Indicate onby ~~the~~check ~~closing~~mark ~~price~~whether of the registrant’s ~~Class~~is Aa ~~common~~shell ~~stock~~company ~~on the last business day of the registrant’s most recently completed second fiscal quarter, which was June 30, 2023, the aggregate market value of its Class A common stock and Class B common stock~~ (~~based~~as ondefined ain ~~closing~~Rule ~~price~~12b-2 of ~~$6.50 per share on June 30, 2023 as reported on~~ the ~~Nasdaq~~Exchange ~~Global Market~~Act) ~~held by non-affiliates was approximately $145~~.0 Yes ~~million.~~☐ No ☒

AsBased ofon ~~January~~the ~~31,~~closing ~~2024,~~price of the registrant’s ~~had 28,625,454 shares of~~ Class A common stock, ~~$0.001~~on ~~par~~the ~~value~~last ~~per~~business ~~share,~~day ~~issued~~of ~~and~~the ~~outstanding~~registrant’s ~~and~~most 5recently completed second fiscal quarter,~~604~~ which was June 30,~~278~~ ~~shares~~2024, the aggregate market value of its Class A common stock and Class B common stock, ~~$0.001~~(based ~~par~~on ~~value~~a closing price of $20.86 per share on June 28, ~~issued~~2024 ~~and~~as ~~outstanding~~reported on the Nasdaq Global Market) held by non-affiliates was approximately $543.5 million.

~~DOCUMENTS~~As ~~INCORPORATED~~of BYJanuary ~~REFERENCE~~31, 2025, the registrant had 32,119,686 shares of Class A common stock, $0.001 par value per share, issued and outstanding and 3,604,278 shares of Class B common stock, $0.001 par value per share, issued and outstanding.

~~Portions~~DOCUMENTS ofINCORPORATED ~~the~~BY ~~registrant’s~~REFERENCE Proxy Statement for its 2024 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K.

~~Table~~Portions of ~~Contents~~the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.

~~EverQuote,~~Table ~~Inc.~~of Contents

~~Table~~EverQuote, ofInc. ~~Contents~~

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	24
Item 1C.	Cybersecurity	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	25
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Reserved	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	68
Item 9A.	Controls and Procedures	68
Item 9B.	Other Information	69
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	69
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	69
Item 11.	Executive Compensation	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence	70
Item 14.	Principal Accounting Fees and Services	70
PART IV
Item 15.	Exhibits, Financial Statement Schedules	71
Item 16.	Form 10-K Summary	73
EXHIBITS INDEX		71
SIGNATURES		74

Table of Contents


		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	23
Item 1C.	Cybersecurity	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Reserved	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	66
Item 9A.	Controls and Procedures	66
Item 9B.	Other Information	67
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	67
Item 11.	Executive Compensation	67
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67
Item 14.	Principal Accounting Fees and Services	68

PART IV
Item 15.	Exhibits, Financial Statement Schedules	69
Item 16.	Form 10-K Summary	71
EXHIBIT INDEX		69
SIGNATURES		72

~~Table of Contents~~2

~~CAUTIONARY~~Table ~~NOTE~~of ~~REGARDING FORWARD-LOOKING STATEMENTS~~Contents

~~This~~CAUTIONARY ~~Annual~~NOTE ~~Report~~REGARDING ~~on Form 10~~FORWARD-KLOOKING contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations and financial position, business strategy and plans, and objectives of management for future operations, 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. STATEMENTS

InThis some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K ~~are~~contains ~~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~~within ~~condition~~the ~~and~~meaning ~~results~~ of ~~operations.~~Section ~~Although~~27A weof ~~believe that~~ the ~~expectations~~Securities ~~reflected~~Act inof ~~the~~1933, ~~forward-looking~~as ~~statements are reasonable~~amended, weand ~~cannot~~Section ~~guarantee~~21E ~~that~~of the ~~future~~Securities ~~results,~~Exchange ~~levels~~Act of ~~activity~~1934, ~~performance~~as oramended. ~~events~~All ~~and circumstances reflected in the forward-looking~~ statements ~~will~~other bethan ~~achieved or occur. These forward-looking~~ statements ~~speak only as~~ of ~~the~~historical ~~date~~fact ofcontained in this Annual Report on Form 10-K, ~~and~~including ~~are~~statements ~~subject~~regarding toour afuture ~~number~~results of ~~risks,~~operations ~~uncertainties~~ and ~~assumptions~~financial ~~described~~position, inbusiness ~~the~~strategy ~~“Risk Factors” section~~ and ~~elsewhere~~plans, ~~in this Annual Report on Form 10-K. Because forward-looking statements are inherently subject to risks~~ and ~~uncertainties,~~objectives ~~some~~ of ~~which~~management ~~cannot~~for befuture ~~predicted or quantified~~operations, ~~you~~are ~~should not rely on these~~ forward-looking statements. asThese ~~predictions~~statements ofinvolve ~~future~~known ~~events.~~and ~~The~~unknown ~~events~~risks, uncertainties, and ~~circumstances~~other ~~reflected~~important infactors ~~our~~that ~~forward-looking statements~~ may ~~not~~cause beour ~~achieved or occur and~~ actual results, ~~could~~performance ~~differ~~or ~~materially~~achievements ~~from those projected in the forward-looking statements. While we may elect~~ to ~~update~~be ~~these~~materially ~~forward-looking~~different ~~statements~~from atany ~~some point in the~~ future, ~~whether as a result of any new information~~results, ~~future events~~performance, or ~~otherwise,~~achievements weexpressed ~~have~~or noimplied ~~current~~by ~~intention of doing so except to~~ the ~~extent~~forward-looking ~~required by applicable law~~statements.

3In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “might,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “seek,” “would” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this Annual Report on Form 10-K 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 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 Annual Report on Form 10-K and are subject to a number of risks, uncertainties and assumptions described in the “Risk Factors” section and elsewhere in this Annual Report on Form 10-K. 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. While we may elect to update these forward-looking statements at some point in the future, whether as a result of any new information, future events, or otherwise, we have no current intention of doing so except to the extent required by applicable law.

~~Table of Contents~~3

~~PART~~Table Iof Contents

~~Except~~PART ~~where~~I the context otherwise requires or where otherwise indicated, the terms “EverQuote,” “we,” “us,” “our,” “our company,” “the company,” and “our business” refer to EverQuote, Inc. and its consolidated subsidiaries.

~~ITEM~~Except 1where the context otherwise requires or where otherwise indicated, the terms “EverQuote,” “we,” “us,” “our,” “our company,” “the company,” and “our business” refer to EverQuote, Inc. ~~BUSINESS~~ and its consolidated subsidiaries.

~~Company~~ITEM ~~Overview~~ 1. BUSINESS

WeCompany ~~operate~~Overview a leading online marketplace for insurance shopping, connecting consumers with insurance provider customers, which includes both carriers and agents. Our vision is to become the largest online source of insurance policies by using data, technology and knowledgeable advisors to make insurance simpler, more affordable and personalized. Our results-driven marketplace, powered by our proprietary data and technology platform, is improving the way insurance providers attract and connect with consumers shopping for insurance.

We operate a ~~marketplace~~leading toonline ~~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~~shopping, ~~and~~connecting ~~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 aour ~~single starting point for a comprehensive~~ insurance ~~shopping~~provider ~~experience~~customers, ~~where~~which ~~consumers~~includes ~~can~~both ~~engage with insurance~~ carriers ~~through~~and ~~multiple channels based on their preferences~~agents. Our ~~marketplace~~vision ~~enables~~is ~~consumers~~ to ~~choose~~be tothe ~~visit~~leading angrowth ~~insurance~~partner ~~provider’s~~for ~~website~~property toand ~~purchase~~casualty, ~~a policy~~ or ~~engage~~P&C, ~~with a carrier or agent by phone or submit their data to~~ insurance providers ~~to receive quotes~~. Our ~~services~~results-driven ~~are free for consumers~~marketplace, ~~and~~powered weby ~~derive~~ our ~~revenue~~proprietary ~~from~~data ~~consumer~~and ~~inquires~~technology ~~sold~~platform, asis ~~referrals~~improving tothe way insurance providers attract and ~~directly~~connect ~~from~~with ~~commissions~~consumers onshopping ~~sales~~for ~~of policies by our direct to consumer, or DTC,~~ insurance ~~agency~~.

~~General~~We ~~Developments~~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 inquires sold as referrals to insurance providers.

AGeneral substantial majority of the referrals made through our marketplace have historically been for automotive insurance. Starting in late 2021 and continuing throughout 2023, the auto insurance industry experienced deteriorating underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance has caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace. The state of the auto insurance market remains volatile, and while we believe we have started to see some improvement in spending patterns, a recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases.Developments

InA ~~June~~substantial majority of the referrals made through our marketplace have historically been for automotive insurance. Starting in late 2021 and continuing throughout 2023, the auto insurance industry experienced deteriorating underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023. In 2023, we implemented a workforce reduction plan to improve operating efficiency. In order to increase our focus on ~~property and casualty, or~~ P&C, insurance verticals, we also sold health insurance-related assets and exited our health insurance vertical, an area that would have required significant capital investment and scale to effectively compete amid an increasingly unpredictable regulatory environment. ~~In August 2023, we sold assets related to our health insurance vertical including Eversurance LLC, a former subsidiary of the Company.~~

~~Market~~The ~~Opportunity~~state of the auto insurance market remains volatile, and while we have seen improvements in spending patterns in 2024, including from our largest carrier customer, not all of our carrier customers have increased their spend in a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases.

~~Insurance~~On isJanuary ~~one~~24, of2025, the ~~largest~~United ~~segments~~States Court of Appeals for the ~~United~~Eleventh ~~States~~Circuit ~~economy~~vacated ~~and~~amended isregulations ~~highly~~by ~~fragmented~~the ~~with~~Federal ~~over~~Communications 2Commission,~~500~~ ~~insurance~~or ~~carriers~~FCC, ~~and~~under ~~over~~the ~~100~~Telephone Consumer Protection Act,~~000~~ ~~insurance~~or ~~agencies~~TCPA, ~~which~~that ~~collectively~~were ~~issued~~published ~~policies~~on ~~representing~~January ~~over~~26, $22024 ~~trillion~~and inthat ~~premiums~~would inhave ~~2021~~taken effect on January 27, 2025. ToThe ~~capture~~vacated ~~new~~regulations ~~policies~~would ~~and~~have ~~retain~~required ~~existing~~“one-to-one ~~customers,~~consent” ~~U.S.~~for ~~insurance~~outbound ~~carriers~~telemarketing ~~spent~~calls ~~$171~~or ~~billion~~texts inmade ~~2021~~using onan ~~marketing~~automatic ~~and~~telephone ~~distribution,~~dialing ofsystem ~~which~~or ~~$100~~pre-recorded ~~billion~~or ~~related~~artificial voice messages to ~~P&C~~wireless ~~insurance~~or ~~alone~~residential numbers. ~~However,~~It ~~carriers~~remains ~~face~~unclear ~~challenges~~whether inor ~~this~~how ~~market~~government ~~that~~agencies ~~create~~or alegislatures ~~significant~~will ~~opportunity~~revisit ~~for~~telephone ~~companies~~call ~~that~~consent ~~can~~issues. ~~efficiently~~The ~~align~~effects ~~consumers~~of such types of regulations could require us to modify our data use practices and ~~providers.~~policies ~~These~~and ~~challenges~~incur ~~include:~~compliance-related costs and expenses and our business could be impacted either directly or indirectly if our customers were to adjust their operations as a result of regulatory changes and enforcement activity.

~~Misalignment~~Market ofOpportunity ~~providers and consumers creates an inefficient match between supply and demand~~

AP&C ~~complex,~~insurance is one of the largest segments of the United States economy and is highly fragmented with over 2,500 insurance carriers and ~~opaque~~over 100,000 insurance agencies, which collectively issued policies representing over $1 trillion in premiums in 2023. To capture new policies and retain their existing customers, U.S. P&C insurance carriers spent $117 billion in 2023 on marketing and distribution. However, carriers face challenges in this market that create a significant opportunity for companies that can efficiently align consumers and providers. These challenges include:

•

~~Inefficient~~Misalignment ~~advertising~~of ~~channels~~providers ~~for~~and ~~insurance~~consumers, ~~providers~~creating an inefficient match between supply and demand

•

~~Due~~A ~~to these challenges~~complex, ~~insurance~~fragmented ~~providers are seeking more efficient ways to connect with consumers,~~ and asopaque amarket ~~result~~for the internet has become increasingly influential in consumer insurance shopping. The insurance industry is also making products easier to buy and sell through digital channels with the integration and digitalization of insurance products. We believe that the rise of digital insurance products and shopping experiences will enable more personal, end-to-end shopping experiences, products and services, resulting in more consumers ~~shopping for insurance online.~~

•

4Inefficient advertising channels for insurance providers

~~Table~~Due to these challenges, insurance providers are seeking more efficient ways to connect with consumers, and as a result the internet has become increasingly influential in consumer insurance shopping. The insurance industry is also making products easier to buy and sell through digital channels with the integration and digitalization of ~~Contents~~insurance products. We believe that the rise of digital

~~Our Solution~~ 4

~~Our~~Table ~~results-driven marketplace, powered by our proprietary data and technology platform, matches and connects consumers seeking to purchase insurance with relevant options from our network~~ of ~~insurance providers, saving consumers and providers time and money.~~ Contents

~~Proprietary,~~insurance ~~data-driven~~products ~~technology~~and ~~platform.~~shopping ~~Our~~experiences ~~platform~~will ~~efficiently~~enable ~~attracts~~more ~~consumers~~personal, ~~shopping for insurance~~ end-to-end ~~our~~shopping ~~websites~~experiences, products and ~~call center~~services, ~~which~~resulting ~~match~~in ~~them~~more toconsumers ~~relevant~~shopping ~~providers~~ for ~~streamlined quoting. This enables us to maintain high levels of quality control and provide real-time referrals to~~ insurance ~~providers at the moment of the consumer’s purchase intent~~online.

~~Insurance provider engagement and benefits. Insurance carriers and agents connect with our marketplace through our web-based provider portal.~~ Our ~~portal~~Solution provides transparent, secure access to marketplace data regarding consumer type, volume and referral pricing, along with sophisticated campaign management tools for targeting consumers based on a wide array of attributes. Our tools are designed to integrate with insurance providers’ internal workflows to minimize administrative burden, and can incorporate quote, bind and lifetime value feedback, enabling providers to evaluate and optimize their acquisition and retention campaigns through a single interface.

WeOur ~~offer~~results-driven ~~insurance~~marketplace, ~~providers~~powered aby ~~number~~our ofproprietary ~~benefits~~data toand ~~enable~~technology ~~them~~platform, tomatches ~~drive~~and ~~profitable~~connects ~~growth,~~consumers ~~such~~seeking ~~as access~~ to apurchase ~~high volume of~~ insurance ~~shoppers, precise targeting capabilities to ensure they connect~~ with ~~the~~relevant ~~right~~options ~~prospects,~~from ~~high~~our ~~bind~~network ~~rates~~of ~~for consumer referrals through broad data integration with~~ insurance providers, saving consumers and aproviders ~~flexible~~time ~~advertising~~and ~~channel~~money.

~~Consumer~~Proprietary, ~~engagement~~data-driven ~~and~~technology ~~benefits~~platform. WeOur ~~engage~~platform ~~with~~efficiently attracts consumers ~~through~~shopping ~~multiple~~for ~~channels~~insurance ~~that~~to ~~include~~ our ~~own~~ websites and ~~our~~call ~~third-party publishers’ websites~~center, ~~including~~which ~~verified~~match ~~partners~~them ~~that~~to ~~provide~~relevant usproviders ~~with~~for ~~quote~~streamlined ~~requests completed by consumers~~quoting. ~~Additionally,~~This weenables ~~engage~~us ~~with~~to ~~consumers~~maintain ~~offline,~~high ~~including~~levels ~~through~~of ~~consumer~~quality ~~calls~~control ~~placed~~and ~~directly~~provide ~~from~~real-time areferrals ~~call~~to ~~center~~insurance ~~operated~~providers byat ~~us,~~the bymoment ~~one~~ of ~~our~~the ~~verified~~consumer’s ~~partners,~~purchase ~~or by a third-party insurance agent~~intent.

WeInsurance ~~aim~~provider toengagement ~~make~~and ~~the~~benefits. ~~end-to-end~~Insurance ~~shopping~~carriers ~~experience~~and ~~for~~agents ~~consumers~~connect ~~seamless~~with byour ~~facilitating~~marketplace ~~delivery~~through ofour ~~highly~~web-based ~~relevant~~provider ~~insurance~~portal. ~~product~~Our ~~options~~portal ~~from~~provides ~~a single starting point~~transparent, ~~reducing~~secure ~~time~~access ~~and effort~~ to ~~research~~marketplace ~~and~~data ~~compare~~regarding ~~insurance~~consumer ~~product options~~type, volume and ~~improving~~referral ~~the~~pricing, ~~purchase~~along ~~experience~~with tosophisticated ~~help~~campaign ~~consumers~~management ~~make~~tools ~~better~~for ~~decisions.~~targeting ~~Broad participation of top-tier insurance carriers within our marketplace enables~~ consumers tobased ~~efficiently~~on ~~navigate~~ a ~~range~~wide array of ~~options~~attributes. ~~and~~Our ~~offers~~tools ~~that~~ are ~~relevant~~designed to ~~their~~integrate with insurance ~~coverage~~providers’ ~~searches.~~internal Byworkflows ~~enabling insurance carriers~~ to ~~apply~~minimize ~~sophisticated~~administrative ~~targeting~~burden, weand ~~facilitate~~can ~~access~~incorporate toquote, ~~the~~bind ~~most~~and ~~relevant~~lifetime ~~product~~value ~~options~~feedback, ~~for~~enabling ~~each~~providers ~~respective~~to ~~consumer~~evaluate ~~based~~and onoptimize ~~consumer-provided~~their ~~demographics~~acquisition and ~~other~~retention ~~relevant~~campaigns ~~characteristics~~through a single interface.

~~Our~~We ~~Strengths~~offer insurance providers a number of benefits to enable them to drive profitable growth, such as access to a high volume of insurance shoppers, precise targeting capabilities to ensure they connect with the right prospects, high bind rates for consumer referrals through broad data integration with insurance providers, and a flexible advertising channel.

Consumer engagement and benefits. We ~~believe~~engage with consumers through multiple channels that include our ~~results~~own ~~driven~~websites ~~marketplace~~and ~~provides~~our third-party publishers’ websites, including verified partners that provide us with quote requests completed by consumers. Additionally, we engage with consumers offline, including through consumer calls placed directly from a ~~competitive~~call ~~advantage~~center ~~based~~operated onby ~~the~~us, ~~following~~by ~~key~~one ~~strengths:~~of our verified partners, or by a third-party insurance agent.

~~Proprietary~~We ~~Data~~aim ~~Assets~~to ~~and~~make ~~Algorithms.~~the ~~Our~~end-to-end ~~marketplace~~shopping isexperience ~~powered~~for byconsumers aseamless ~~proprietary~~by ~~data~~facilitating ~~and~~delivery ~~technology~~of ~~platform~~highly ~~that~~relevant ~~efficiently attracts~~ insurance ~~shoppers~~product options from a ~~diverse~~single ~~and~~starting ~~large array of sources~~point, ~~increases~~reducing ~~the~~time ~~bind rate for consumers,~~ and weeffort ~~believe~~to ~~will~~research ~~drive down the cost of acquisition for providers over time as well as improve our own monetization. Our proprietary data assets~~ and ~~machine~~compare ~~learning~~insurance ~~algorithms~~product ~~efficiently attract consumers~~options, ~~match~~and ~~them~~improving ~~with~~the ~~relevant~~purchase ~~insurance~~experience ~~providers~~to ~~and~~help ~~drive~~consumers ~~our~~make ~~overall~~better ~~business model~~decisions. WeBroad ~~utilize~~participation ~~our~~of ~~data~~top-tier ~~assets~~insurance ~~and~~carriers ~~machine~~within ~~learning capabilities throughout~~ our ~~business,~~marketplace ~~from~~enables ~~advertising~~consumers ~~and~~to ~~consumer~~efficiently ~~acquisition~~navigate toa ~~the~~range ~~innovation~~ of ~~new~~options ~~consumer~~ and ~~provider~~offers ~~experiences,~~that asare ~~well~~relevant as to ~~guide~~their ~~our~~insurance ~~strategic~~coverage ~~direction~~searches. AsBy ~~our~~enabling ~~data~~insurance ~~assets~~carriers ~~grow,~~to ~~our~~apply ~~algorithms~~sophisticated ~~become~~targeting, ~~more~~we ~~powerful.~~facilitate Weaccess ~~believe~~to ~~our data science capabilities, combining~~ the ~~use~~most ofrelevant ~~proprietary~~product ~~data~~options ~~assets~~for ~~with~~each ~~scalable~~respective ~~machine~~consumer ~~learning~~based ~~driven~~on ~~automation,~~consumer-provided ~~give~~demographics usand aother ~~significant~~relevant ~~competitive advantage~~characteristics.

~~Scale of distribution capacity.~~ Our ~~robust~~Strengths distribution network includes approximately 75 insurance carriers and 6,500 agents representing virtually all major and niche P&C carriers operating in the United States. Our distribution network is a significant competitive advantage that allows us to offer consumers a broad array of insurance solutions and enables us to attract a broad spectrum of consumer traffic efficiently.

~~Scale of consumer traffic.~~ We ~~attract~~believe ~~large~~that ~~volumes~~our ofresults ~~consumer~~driven ~~traffic to our~~ marketplace ~~through~~provides both our proprietary owned-and-operated assets as well as traffic we purchase through third-party publishers, including our verified partner network. The scale of our combined traffic operations allows us ~~to serve our distribution network with high volumes of consumer traffic across~~ a ~~spectrum~~competitive ofadvantage ~~purchasing~~based ~~intent,~~on ~~carrier~~the ~~fit,~~following ~~and~~key ~~lifetime~~strengths: ~~value.~~

~~Powerful~~Proprietary ~~network~~Data ~~effects~~Assets and Algorithms. Our ~~insurance~~ marketplace ~~benefits~~is ~~from~~powered ~~significant~~by ~~network~~a ~~effects.~~proprietary Asdata weand ~~attract~~technology ~~more~~platform ~~consumers~~that toefficiently ~~our~~attracts ~~platform,~~insurance weshoppers ~~collect~~from ~~more~~a ~~data~~diverse toand ~~improve~~large ~~user~~array ~~experience~~of sources, ~~which~~increases inthe ~~turn~~bind ~~improves~~rate ~~conversion~~for ~~rates~~consumers, ~~which~~and we believe will drive down the cost of acquisition for providers over time as well as improve ~~consumer~~our ~~satisfaction~~own monetization. ~~Over~~Our ~~time,~~proprietary ~~the~~data ~~combination~~assets ofand ~~these~~machine ~~factors~~learning ~~has~~algorithms ~~increased~~efficiently ~~consumer~~attract ~~traffic~~consumers, ~~leading~~match tothem ~~more~~with ~~quote~~relevant ~~requests~~insurance ~~for~~providers and drive our ~~insurance~~overall ~~providers~~business model. ~~Increased~~We ~~quote~~utilize ~~requests,~~our ~~combined~~data ~~with~~assets ~~quote~~ and ~~bind~~machine ~~feedback,~~learning ~~improve~~capabilities ~~insurance~~throughout ~~providers’~~our business, from advertising and ~~marketing~~consumer ~~efficiency,~~acquisition ~~resulting~~to inthe ~~more~~innovation ~~providers~~of new consumer and ~~advertising~~provider ~~spend~~experiences, inas well as to guide our ~~marketplace~~strategic direction. ~~More~~As ~~providers~~our ~~and~~data ~~advertising~~assets ~~spend~~grow, ~~enable~~our usalgorithms tobecome ~~attract~~ more ~~consumers~~powerful. We believe our data science capabilities, ~~generating~~combining ~~more~~the use of proprietary data assets with scalable machine learning driven automation, give us a significant competitive advantage.

5Scale of distribution capacity. Our robust distribution network includes approximately 60 insurance carriers and approximately 6,000 agents representing virtually all major and niche P&C carriers operating in the United States. Our distribution network is a significant competitive advantage that allows us to offer consumers a broad array of insurance solutions and enables us to attract a broad spectrum of consumer traffic efficiently.

~~Table~~Scale of ~~Contents~~consumer traffic. We attract large volumes of consumer traffic to our marketplace through both our proprietary owned-and-operated assets as well as traffic we purchase through third-party publishers, including our verified partner network. The scale of our combined traffic operations allows us to serve our distribution network with high volumes of consumer traffic across a spectrum of purchasing intent, carrier fit, and lifetime value.

~~Flexible~~Powerful ~~business~~network ~~model~~effects. Our ~~cost~~insurance ~~structure~~marketplace ~~provides~~benefits usfrom ~~with~~significant ~~the~~network ~~flexibility~~effects. toAs ~~react~~we toattract ~~changes~~more inconsumers ~~the~~to ~~business~~our ~~cycle.~~platform, ~~Our~~we ~~largest~~collect ~~expense~~more ~~advertising~~data isto ~~variable~~improve ~~and~~user ~~can~~experience, bewhich ~~quickly~~in ~~adjusted~~turn toimproves ~~market~~conversion ~~conditions.~~rates, ~~During~~which ~~periods~~we ofbelieve ~~economic~~will ~~expansion,~~improve weconsumer ~~can~~satisfaction. ~~increase~~Over ~~advertising~~time, ~~spend~~the tocombination ~~attract~~of ~~consumers~~these tofactors ~~our~~has ~~platform~~increased ~~and~~consumer ~~further~~traffic, ~~enhance~~leading ~~the~~to ~~strength~~more ofquote requests for our ~~marketplace~~insurance providers. ~~Conversely~~Increased quote requests, ~~during~~combined ~~economic~~with ~~downturns,~~quote ~~advertising~~and ~~expenses~~bind ~~can~~feedback, beimprove ~~rapidly~~insurance ~~reduced.~~providers’ Weadvertising ~~are~~and ~~also~~marketing ~~able~~efficiency, toresulting ~~quickly~~in ~~adjust~~more ~~our~~providers and advertising ~~expense~~spend ifin weour ~~believe~~marketplace. ~~the~~More ~~revenue~~providers ~~associated~~and ~~with~~advertising itspend ~~does~~enable ~~not~~us ~~result~~to inattract ~~incremental~~more ~~profit~~consumers, togenerating ~~the~~more ~~business~~data.

Ability to expand with significant operating leverage. We have leveraged our data assets, technology platform and engineering and data science capabilities, along with our growing audience of consumers and network of insurance providers, to expand our platform from the auto insurance market into other markets such as home and renters insurance. We have the ability to enter new verticals with only a modest increase in headcount. 5

~~Our~~Table ~~Growth~~of ~~Strategies~~ Contents

WeFlexible ~~aspire~~business tomodel. beOur cost structure provides us with the ~~largest~~flexibility ~~online~~to ~~source~~react ofto ~~insurance~~changes ~~policies~~in bythe ~~using~~business ~~data~~cycle. ~~and~~Our ~~technology~~largest toexpense ~~make~~is ~~insurance~~advertising ~~simpler~~spend, ~~more~~which ~~affordable~~is variable and ~~personalized.~~can ~~Data-driven~~be ~~innovation~~quickly isadjusted atto ~~the~~market ~~core~~conditions. During periods of ~~our~~economic ~~strategy~~expansion, ~~culture~~we ~~and~~can ~~operating~~increase ~~focus.~~advertising ~~With~~spend ~~our~~to ~~diverse~~attract ~~team~~consumers ofto ~~analysts,~~our ~~engineers~~platform and ~~business~~further ~~development~~enhance ~~employees,~~the asstrength ~~well~~of as our ~~relationships~~marketplace. ~~with~~Conversely, ~~leading~~during ~~third-party~~economic ~~insurance providers~~downturns, weadvertising ~~are~~expenses ~~working~~can tobe ~~build~~rapidly ~~the~~reduced. ~~largest~~We ~~and~~are ~~most~~also ~~trusted~~able ~~online~~to ~~insurance~~quickly ~~marketplace~~adjust inour ~~the~~advertising ~~United~~expense ~~States.~~if Towe ~~achieve~~believe ~~this~~the ~~goal,~~revenue weassociated ~~intend~~with toit ~~continue~~does tonot ~~grow~~result ~~our~~in ~~business~~incremental byprofit ~~pursuing~~to the ~~following strategies:~~business.

~~Add~~Ability ~~more~~to ~~insurance~~expand ~~providers~~with ~~and~~significant ~~increase~~operating ~~revenue per provider~~leverage. We ~~plan~~have toleveraged ~~grow the number of insurance providers on~~ our ~~platform~~data ~~by demonstrating the value proposition of our marketplace as an efficient~~assets, ~~scalable~~technology ~~customer~~platform ~~acquisition~~and ~~channel~~engineering and ~~adding~~data ~~new~~science ~~provider-facing~~capabilities, ~~features.~~along ~~While~~with ~~not~~our agrowing ~~factor~~audience inof ~~our~~consumers ~~historical~~and ~~increases~~network inof ~~revenue~~insurance ~~per quote request~~providers, ~~we believe we have an opportunity~~ to ~~also~~expand ~~increase~~our ~~the~~platform ~~number~~from ~~of referrals per quote request while maintaining or increasing~~ the ~~bind~~auto ~~rate~~insurance ~~per~~market ~~quote~~into ~~request,~~other ~~which~~markets ~~would~~such ~~allow~~as ushome toand ~~increase~~renters ~~our revenue at limited marginal cost~~insurance. InWe ~~addition,~~have wethe ~~plan~~ability to ~~expand~~enter ~~revenue~~new ~~per provider by increasing consumer traffic and quote request volume, adding~~ verticals ~~and~~with ~~innovating~~only ~~advertiser~~a ~~products~~modest ~~and~~increase ~~services~~in headcount.

~~Attract~~Our ~~more~~Growth ~~consumers~~Strategies to our marketplace. We plan to expand the number of consumers reaching our marketplace through existing channels by leveraging the superior features and growing data assets of our platform. In addition, we may launch new marketing channels to acquire consumers both online and offline. We believe that there is an opportunity to attract substantially more high-intent consumers to our existing insurance offerings and that there are further expansion opportunities in adjacent verticals.

~~Expand~~We aspire to be the leading growth partner of P&C insurance providers. Data-driven innovation is at the core of our ~~platform~~strategy, culture and operating focus. WeWith ~~plan~~our toteam ~~expand~~of analysts, engineers and ~~deepen~~business development employees, as well as our relationships with ~~our~~leading third-party insurance ~~provider~~providers, ~~customers~~we byare ~~providing~~working ~~additional~~to ~~products~~build ~~and~~the ~~services~~largest toand ~~them.~~most Intrusted ~~addition,~~online weinsurance ~~may~~marketplace ~~selectively~~in ~~look~~the ~~for~~United ~~opportunities~~States. toTo ~~expand~~achieve ~~into~~this ~~additional~~goal, ~~verticals~~we ~~beyond~~intend ~~those~~to ~~currently~~continue into grow our ~~marketplace,~~business ~~through~~by ~~either~~pursuing ~~organic~~the ~~development~~following ~~or acquisition.~~strategies:

~~Technology~~Add more insurance providers and ~~Infrastructure~~increase revenue per provider. We plan to grow the number of insurance providers on our platform by demonstrating the value proposition of our marketplace as an efficient, scalable customer acquisition channel and adding new provider-facing features. While not a factor in our historical increases in revenue per quote request, we believe we have an opportunity to also increase the number of referrals per quote request while maintaining or increasing the bind rate per quote request, which would allow us to increase our revenue at limited marginal cost. In addition, we plan to expand revenue per provider by increasing consumer traffic and quote request volume, adding verticals and innovating advertiser products and services.

~~Our~~Attract ~~technology~~more ~~platform~~consumers ~~combines~~to ~~internally~~our ~~developed, third-party and open-source software~~marketplace. ~~This~~We ~~combination~~plan ~~allows~~to ~~for~~expand ~~rapid~~the ~~development~~number ~~and release~~ of ~~high-performance~~consumers ~~technology~~reaching ~~solutions~~our inmarketplace athrough ~~cost-effective~~existing ~~and~~channels ~~scalable~~by ~~manner.~~leveraging ~~Our~~the ~~websites~~superior features and ~~supporting~~growing ~~services,~~data asassets ~~well~~of as our ~~development~~platform. ~~and~~In ~~test environments~~addition, ~~are~~we ~~hosted~~may ~~across~~launch ~~industry-standard~~new ~~cloud~~marketing ~~providers~~channels ~~such~~to asacquire ~~Amazon~~consumers ~~Web~~both ~~Services~~online and ~~Google Cloud Platform~~offline. We ~~use~~believe ~~content~~that ~~delivery~~there ~~network~~is ~~solutions~~an ~~for~~opportunity ~~fast, local access~~ to ~~our~~attract ~~products.~~substantially Wemore ~~use network, website, service and hardware~~high-~~level~~intent ~~monitoring,~~consumers ~~coupled with remote-content monitoring,~~ to ~~maintain~~our aexisting ~~high~~insurance ~~level~~offerings ofand ~~uptime~~that ~~and~~there ~~availability~~are ~~for~~further ~~our~~expansion ~~systems~~opportunities ~~with~~in ~~high-performance~~adjacent ~~delivery~~verticals.

~~Our~~Expand ~~Customers~~our platform. We plan to expand and deepen our relationships with our insurance provider customers by providing additional products and services to them. In addition, we may selectively look for opportunities to expand into additional verticals beyond those currently in our marketplace, through either organic development or acquisition.

~~Our~~Technology ~~insurance provider customers include insurance carriers~~ and ~~third-party~~Infrastructure insurance agents. Insurance carriers write auto, home and renters, and life insurance policies for consumers directly and through agents. Our marketplace consists of an extensive network of national and regional carriers as well as technology-enabled start-ups. Our two largest customers together accounted for 27% of our total revenue for the year ended December 31, 2023. We plan to continue to grow both the number of carriers participating in our marketplace and the level of participation from each carrier. Insurance agents deliver auto, home and renters, and life insurance to consumers on behalf of one or more carriers. As of December 31, 2023, we had approximately 6,500 enrolled insurance agencies on our platform. We are focused on further penetrating the large base of more than 100,000 insurance agencies in the United States.

6Our technology platform combines internally developed, third-party and open-source software. This combination allows for rapid development and release of high-performance technology solutions in a cost-effective and scalable manner. Our websites and supporting services, as well as our development and test environments, are hosted across industry-standard cloud providers such as Amazon Web Services and Google Cloud Platform. We use content delivery network solutions for fast, local access to our products. We use network, website, service and hardware-level monitoring, coupled with remote-content monitoring, to maintain a high level of uptime and availability for our systems with high-performance delivery.

~~Table~~Our ofCustomers ~~Contents~~

~~Sales~~Our insurance provider customers include insurance carriers and ~~Marketing~~third-party insurance agents. Insurance carriers write auto and home and renters insurance policies for consumers directly and through agents. Our marketplace consists of an extensive network of national and regional carriers as well as technology-enabled companies. Our largest customer accounted for 39% of our total revenue for the year ended December 31, 2024. Our two largest customers together accounted for 27% of our total revenue for the year ended December 31, 2023. We plan to continue to grow both the number of carriers participating in our marketplace and the level of participation from each carrier. Insurance agents deliver auto and home and renters insurance to consumers on behalf of one or more carriers. As of December 31, 2024, we had approximately 6,000 enrolled insurance agencies on our platform. We are focused on further penetrating the large base of more than 100,000 P&C insurance agencies in the United States.

Our sales and marketing efforts are designed to increase engagement by both insurance providers and consumers and enhance their awareness of our company. Our marketing spend across channels is fundamentally algorithmic and performance based. Over time, we believe we will increase our brand equity and recognition as we serve more ad impressions. Additionally, we have built an efficient, consultative sales and customer success organization, which sells our marketplace referrals to insurance carriers and agencies. 6

~~Carrier~~Table sales and marketing. Our carrier sales and marketing initiatives are designed to deliver high-value content on how carriers can increase efficiency in their customer acquisition efforts by capitalizing on the increasing targetability and personalization enabled by our marketplace. We develop a deep understanding of our carrier customers’ objectives to optimize their campaign performance and grow their budgets in our marketplace. We focus on building deep relationships and establishing thought leadership among carriers through our presence at industry tradeshows, targeted delivery of whitepapers and other materials, and personal outreach to key decision makers and marketing teams. Our team takes a data-driven approach to helping insurance carriers bind more policies with their target consumers at a lower cost per sale than other channels.Contents

~~Agent~~Sales ~~sales~~ and ~~marketing.~~Marketing Our agent sales and marketing initiatives are designed to reach, educate and acquire insurance agents not yet participating in our marketplace. Our agent marketing strategy focuses on educating agents on how consumer buying behavior is changing and increasingly moving online and how they can better acquire and serve consumers in the digital world through participation in our marketplace. We reach new agents online through email, telephone calls, social media, content marketing and in person at tradeshows and conferences. For our current agent customers, we communicate the value of our platform and educate them on its use through our onboarding process, ongoing outreach and account performance reports. Our agency sales team focuses on onboarding new agents. Our customer success team focuses on agent retention and revenue growth. This team analyzes account performance and consults with agents to optimize their participation in our marketplace, help them achieve growth and return-on-investment objectives, expand volume and add products.

~~Competition~~Our sales and marketing efforts are designed to increase engagement by both insurance providers and consumers and enhance their awareness of our company. Our marketing spend across channels is fundamentally algorithmic and performance based. Over time, we believe we will increase our brand equity and recognition as we serve more ad impressions. Additionally, we have built an efficient, consultative sales and customer success organization, which sells our marketplace referrals to insurance carriers and agencies.

WeCarrier ~~face~~sales ~~competition~~and marketing. Our carrier sales and marketing initiatives are designed to ~~attract~~deliver ~~consumers~~high-value content on how carriers can increase efficiency in their customer acquisition efforts by capitalizing on the increasing targetability and personalization enabled by our marketplace. We develop a deep understanding of our carrier customers’ objectives to optimize their campaign performance and grow their budgets in our ~~websites~~marketplace. asWe ~~well~~focus ason ~~for~~building ~~insurance~~deep ~~provider~~relationships ~~advertising~~and establishing thought leadership among carriers through our presence at industry tradeshows, targeted delivery of whitepapers and other materials, and personal outreach to key decision makers and marketing ~~spend~~teams. Our team takes a data-driven approach to helping insurance carriers bind more policies with their target consumers at a lower cost per sale than other channels.

~~Competition~~Agent ~~for~~sales ~~insurance~~and ~~provider~~marketing. ~~advertising~~Our agent sales and marketing ~~spend.~~initiatives Weare ~~compete~~designed ~~for~~to reach, educate and acquire insurance ~~providers’~~agents ~~advertising~~not ~~and~~yet participating in our marketplace. Our agent marketing ~~spend~~strategy ~~with~~focuses ~~other~~on ~~internet~~educating ~~sites,~~agents ~~performance~~on ~~marketers~~how consumer buying behavior is changing and increasingly moving online ~~marketing~~and ~~service~~how ~~providers~~they can better acquire and serve consumers in the digital world through participation in our marketplace. We ~~also~~reach ~~compete~~new ~~with~~agents ~~offline~~online ~~media~~through email, ~~such~~telephone ascalls, ~~television~~social media, ~~radio~~content marketing and ~~direct~~in ~~mail~~person at tradeshows and conferences. WeFor ~~believe~~our wecurrent ~~compete~~agent ~~favorably~~customers, onwe communicate the ~~basis~~value of ~~the~~our ~~scale~~platform and ~~quality~~educate ofthem on its use through our ~~consumer~~onboarding ~~referrals~~process, ~~our~~ongoing ~~seamless~~outreach ~~handoff~~and ~~capability,~~account ~~our~~performance ~~ability~~reports. toOur ~~align~~agency ~~consumers~~sales ~~with~~team ~~our~~focuses ~~providers’~~on ~~preferences~~onboarding new agents. Our customer success team focuses on agent retention and ~~business~~revenue ~~strategies~~growth. This team analyzes account performance and ~~the~~consults ~~targeting~~with ~~capabilities~~agents ofto optimize their participation in our ~~platform.~~marketplace, help them achieve growth and return-on-investment objectives, expand volume and add products.

Competition for consumers. The competition for consumer traffic and advertising space online is broad and diverse. Our competitors offer various marketplaces, products and services that compete with us. Some of these competitors include internet search engines and social media platforms; brand advertisers and brand agencies across a spectrum of industries; sites operated by individual insurance providers; finance and credit savings sites; insurance lead-generation, affiliate and aggregator networks; and marketing services providers for insurers and general marketing services providers. We believe we compete favorably in attracting insurance shoppers due to our superior data assets, consumer acquisition technology, team and data sciences management infrastructure. We believe we also compete favorably in converting consumer traffic into referrals and, ultimately, purchased policies due to the depth of our provider network, our consumer matching algorithms and our intuitive and streamlined consumer interface. Furthermore, we believe the breadth of the insurance provider options in our marketplace gives us an inherent advantage over single-brand insurance providers with respect to conversion and bind rates for consumers.

~~Employees~~We face competition to attract consumers to our websites as well as for insurance provider advertising and ~~Human~~marketing ~~Capital~~spend. ~~Resources~~

~~Our~~Competition ~~company~~for ~~culture~~insurance isprovider ~~data-driven,~~advertising ~~entrepreneurial~~and marketing spend. We compete for insurance providers’ advertising and marketing spend with other internet sites, ~~diverse~~performance marketers and ~~innovative~~online marketing service providers. AsWe ofalso ~~January~~compete 31with offline media, ~~2024~~such as television, radio and direct mail. We believe we ~~had~~compete ~~384~~favorably ~~employees,~~on the basis of ~~which~~the ~~381~~scale ~~were~~and ~~full-time~~quality of our consumer referrals, our seamless handoff capability, our ability to align consumers with our providers’ preferences and business strategies and the targeting capabilities of our platform.

~~Our~~Competition ~~human~~for ~~capital~~consumers. isThe ~~integral~~competition tofor ~~our~~consumer ~~future~~traffic ~~success.~~and ~~For~~advertising ~~that~~space ~~reason,~~online ~~our~~is ~~human~~broad ~~capital~~and ~~resources~~diverse. ~~objectives~~Our ~~include~~competitors ~~attracting,~~offer ~~retaining~~various marketplaces, ~~developing~~products and ~~motivating~~services athat ~~diverse~~compete ~~team~~with ofus. ~~highly~~Some ~~skilled~~of ~~employees~~these atcompetitors ~~all~~include ~~levels.~~internet Wesearch ~~value~~engines ~~our~~and ~~employees~~social ~~and~~media ~~provide~~platforms; ~~them~~brand ~~with~~advertisers ~~competitive~~and ~~cash~~brand ~~compensation~~agencies asacross ~~well~~a asspectrum ~~opportunities~~of ~~for~~industries; ~~equity~~sites ~~ownership.~~operated ~~The~~by ~~principal~~individual ~~purposes~~insurance ofproviders; ~~our~~finance ~~equity~~and ~~incentive~~credit ~~plans~~savings ~~are~~sites; toinsurance ~~attract~~lead-generation, ~~retain~~affiliate and ~~motivate~~aggregator ~~employees,~~networks; ~~consultants~~ and ~~directors~~marketing ~~through~~services ~~the~~providers ~~granting~~for ofinsurers ~~stock-based compensation awards in ways that encourage long-term retention~~ and ~~are~~general ~~aligned~~marketing ~~with~~services ~~the interests of our stockholders~~providers. We ~~value~~believe ~~our~~we ~~employees~~compete ~~and~~favorably ~~regularly~~in ~~benchmark~~attracting ~~total~~insurance ~~rewards~~shoppers wedue ~~provide,~~to ~~such~~our assuperior ~~short-~~data ~~and long-term compensation~~assets, ~~401(k)~~consumer ~~contributions,~~acquisition ~~health~~technology, ~~welfare~~team and ~~quality~~data ofsciences ~~life~~management ~~benefits,~~infrastructure. ~~paid~~We ~~time~~believe ~~off~~we ~~and~~also ~~personal~~compete ~~leave,~~favorably ~~against~~in ~~our~~converting ~~industry~~consumer ~~peers~~traffic tointo ~~ensure~~referrals weand, ~~remain~~ultimately, ~~competitive~~purchased ~~and~~policies ~~attractive~~due to ~~potential~~the ~~new~~depth ~~hires.~~of Inour ~~addition~~provider network, weour ~~regularly~~consumer ~~conduct~~matching ~~employee~~algorithms ~~surveys~~and toour ~~gauge~~intuitive ~~employee engagement~~ and ~~solicit~~streamlined ~~feedback~~consumer ~~and~~interface. ~~enhance~~Furthermore, ~~our~~we ~~understanding~~believe of the ~~views~~breadth of ~~our~~the ~~employees,~~insurance ~~work~~provider ~~environment~~options ~~and~~in ~~culture.~~our ~~The~~marketplace ~~results~~gives ~~from~~us ~~engagement~~an ~~surveys~~inherent ~~are~~advantage ~~used~~over tosingle-brand ~~implement~~insurance ~~programs~~providers ~~and~~with ~~processes~~respect ~~designed~~ to ~~enhance~~conversion ~~employee engagement~~ and ~~improve~~bind ~~the~~rates ~~employee~~for ~~experience~~consumers.

7Employees and Human Capital Resources

~~Table~~Our company culture is data-driven, entrepreneurial and innovative. As of ~~Contents~~January 31, 2025, we had 331 employees, of which 324 were full-time.

~~Regulation~~Our human capital is integral to our future success. For that reason, our human capital resources objectives include attracting, retaining, developing and motivating a team of highly skilled employees at all levels. We value our employees and provide them with competitive cash compensation as well as opportunities for equity ownership. The principal purposes of our equity incentive plans are to attract, retain and motivate employees, consultants and directors through the granting of stock-based compensation awards in ways that encourage long-term retention and are aligned with the interests of our stockholders. We value our employees and regularly benchmark total rewards we provide, such as short- and long-term compensation, 401(k) contributions, health, welfare and quality of life benefits, paid time off and personal leave, against our industry peers to ensure we remain competitive and attractive to potential new hires. In addition, we conduct employee surveys to gauge employee engagement and solicit feedback and enhance our understanding of the views of our employees, work environment and culture. The results from engagement surveys are used to implement programs and processes designed to enhance employee engagement and improve the employee experience.

Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal, state, and foreign laws and regulations. We are subject to laws and regulations that apply to businesses in general, such as those relating to worker classification, employment, payments, worker confidentiality obligations, consumer protection and taxation. As an online business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines, consumer privacy, and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity, or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions.7

~~Because~~Table we work with consumer information and other data and engage in marketing and advertising activities via telephone, email, and text messages, we are also subject to laws and regulations that address privacy, data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of personal information and other data, including the California Consumer Privacy Act, or CCPA, the California Privacy Rights Act, or CPRA, and other state privacy laws, the Controlling the Assault of Non-Solicited Pornography and Marketing Act, or CAN-SPAM Act, and the Telephone Consumer Protection Act of 1991, or TCPA. The burdens imposed by these and other laws and regulations currently in effect or that may be enacted, or new interpretation of existing laws and regulations, may require us to modify our data processing practices and policies and to incur substantial costs in order to comply. We take a variety of technical and organizational security measures and other measures to protect our data, including data pertaining to our consumers, employees, and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.Contents

A substantial majority of the insurance carriers using our platform are P&C insurance carriers. As a result, we are affected by laws and regulations relating to the insurance industry, which is heavily regulated. While it is difficult to determine the impact of potential reforms on our future business, it is possible that such changes in industry regulation could affect our operations and demand for our platform. Because the laws and regulations governing the internet, privacy, data security, marketing, and insurance are constantly evolving and striving to keep pace with innovations in technology and media, it is possible that we may need to materially alter the way we conduct some parts of our business activities or be prohibited from conducting such activities altogether at some point in the future. See —“Risk factors-Risks related to Laws and Regulation.”

~~Intellectual~~Various ~~Property~~aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal, state, and foreign laws and regulations. We are subject to laws and regulations that apply to businesses in general, such as those relating to worker classification, employment, payments, worker confidentiality obligations, consumer protection and taxation. As an online business, we are also subject to laws and regulations governing the internet, such as those relating to intellectual property ownership and infringement, trade secrets, the distribution of electronic communications, search engines, consumer privacy, and internet tracking technologies, and could be affected by potential changes to laws and regulations that affect the growth, popularity, or use of the internet, including with respect to net neutrality and taxation on the use of the internet or e-commerce transactions.

WeBecause ~~seek~~we work with consumer information and other data and engage in marketing and advertising activities via telephone, email, and text messages, we are also subject to ~~protect~~laws ~~our~~and ~~intellectual~~regulations ~~property~~that ~~through~~address aprivacy, ~~combination~~data protection and collection, storing, sharing, use, disclosure, retention, security, protection transfer and other processing of ~~copyrights~~personal information and other data, ~~trademarks~~including the California Consumer Privacy Act of 2018, ~~service~~as ~~marks~~amended by the California Privacy Rights Act of 2020, ~~domain~~or ~~names~~collectively, ~~trade~~the ~~secret~~CCPA, and other state privacy laws, ~~confidentiality~~the ~~procedures~~Controlling the Assault of Non-Solicited Pornography and ~~contractual~~Marketing ~~restrictions~~Act, or CAN-SPAM Act, and the TCPA. The burdens imposed by these and other laws and regulations currently in effect or that may be enacted, or new interpretation of existing laws and regulations, may require us to modify our data processing practices and policies and to incur substantial costs in order to comply. In addition, a number of states have enacted (and others are considering) broad data privacy laws that could affect our business. Although it remains unclear how these new privacy laws may be modified or interpreted, their effects could have an impact on our business, and may require us to modify our data use practices and policies and incur compliance-related costs and expenses. We take a variety of technical and organizational security measures and other measures to protect our data, including data pertaining to our consumers, employees, and business partners. Despite measures we put in place, we may be unable to anticipate or prevent unauthorized access to such data.

We ~~have~~are aaffected ~~number~~by laws and regulations relating to the insurance industry, which is heavily regulated. While it is difficult to determine the impact of ~~registered~~potential reforms on our future business, it is possible that such changes in industry regulation could affect our operations and ~~unregistered~~demand ~~trademarks~~for our platform. WeBecause ~~own~~the ~~federal~~laws ~~registrations~~and ~~for~~regulations ~~trademarks~~governing ~~including~~the ~~EVERQUOTE~~internet, asprivacy, ~~well~~data assecurity, ~~multiple~~marketing, ~~pending~~and ~~applications.~~insurance Weare ~~will~~constantly ~~pursue~~evolving ~~additional~~and ~~trademark~~striving ~~registrations~~to keep pace with innovations in technology and media, it is possible that we may need to materially alter the ~~extent~~way we ~~believe~~conduct ~~doing~~some soparts ~~would~~of our business activities or be ~~beneficial~~prohibited tofrom ~~our~~conducting ~~competitive~~such ~~position~~activities altogether at some point in the future. See —“Item 1A. Risk Factors—Risks related to Laws and Regulations.”

WeIntellectual ~~are~~Property ~~the registered holder of a variety of domestic and international domain names that include “EverQuote” and similar variations.~~

InWe ~~addition~~seek to ~~relying~~protect onour ~~the protection provided by these~~ intellectual property ~~rights,~~through wea ~~enter~~combination ~~into~~of ~~confidentiality and proprietary rights agreements with our employees~~copyrights, ~~consultants~~trademarks, ~~contractors~~service ~~and~~marks, ~~business~~domain ~~partners.~~names, ~~Our~~trade ~~employees~~secret ~~and~~laws, ~~contractors~~confidentiality ~~are~~procedures ~~also subject to invention assignment agreements. We further control the use of our proprietary technology~~ and ~~intellectual~~contractual ~~property through provisions in both our general and specific terms of use on our website~~restrictions.

~~Our~~We ~~Corporate~~have ~~Information~~a number of registered and unregistered trademarks. We own federal registrations for trademarks including EVERQUOTE, as well as multiple pending applications. We will pursue additional trademark registrations to the extent we believe doing so would be beneficial to our competitive position.

We ~~were~~are ~~incorporated in Delaware on August 1, 2008, under~~ the ~~name~~registered ~~AdHarmonics,~~holder ~~Inc.,~~of ~~and~~a ~~changed~~variety ~~our~~of ~~name~~domestic ~~to EverQuote, Inc. on November 17, 2014. Our principal executive offices are located at 210 Broadway, Cambridge, Massachusetts 02139,~~ and ~~our~~international ~~telephone~~domain ~~number~~names at that ~~address~~include is“EverQuote” ~~(855) 522-3444. Our website address is www.everquote.com. Our website~~ and ~~the~~similar ~~information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K~~variations.

8In addition to relying on the protection provided by these intellectual property rights, we enter into confidentiality and proprietary rights agreements with our employees, consultants, contractors and business partners. Our employees and contractors are also subject to invention assignment agreements. We further control the use of our proprietary technology and intellectual property through provisions in both our general and specific terms of use on our website.

~~Table~~Our ofCorporate ~~Contents~~Information

~~Available~~We ~~Information~~were incorporated in Delaware on August 1, 2008, under the name AdHarmonics, Inc., and changed our name to EverQuote, Inc. on November 17, 2014. Our principal executive offices are located at 141 Portland Street, Cambridge, Massachusetts 02139, and our telephone number at that address is (855) 522-3444. Our website address is www.everquote.com. Our website and the information contained on, or that can be accessed through, the website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report on Form 10-K.

~~Our internet address is www.everquote.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form~~ 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website is not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein by reference. In addition, our filings with the Securities and Exchange Commission, or SEC, may be accessed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

9Table of Contents

~~Table~~Available ofInformation ~~Contents~~

~~ITEM~~Our 1Ainternet address is www.everquote.com. ~~RISK~~Our ~~FACTORS~~Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, proxy and information statements and amendments to those reports filed or furnished pursuant to Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available through the “Investors” portion of our website free of charge as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website is not part of this Annual Report on Form 10-K or any of our other securities filings unless specifically incorporated herein by reference. In addition, our filings with the Securities and Exchange Commission, or SEC, may be accessed through the SEC’s Electronic Data Gathering, Analysis and Retrieval system at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Investing in our Class A common stock involves a high degree of risk. Certain factors may have a material adverse effect on our business, financial condition and results of operation. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and the related notes, and in our other filings with the SEC. Our business, financial condition, operating results, cash flow and prospects could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our Class A common stock could decline, and you may lose all or part of your investment.9

~~Risks~~Table ~~Related~~of ~~to Our Business and Industry~~ Contents

~~Our~~ITEM ~~business is highly subject to business cycles and risks related to the property and casualty insurance industries, and specifically automotive insurance~~1A. ~~Adverse~~RISK ~~conditions~~FACTORS ~~in the insurance markets, as well as the general economy, could have a material adverse effect on our business, financial condition, and results of operations.~~

~~Because~~Investing ain ~~substantial majority of the referrals made through~~ our ~~marketplace~~Class ~~are~~A ~~for~~common ~~automotive~~stock ~~insurance,~~involves ~~our~~a ~~financial~~high ~~prospects~~degree ~~depend~~of ~~significantly on the larger automotive industry ecosystem~~risk. ~~Revenue~~Certain ~~from~~factors ~~automotive~~may ~~insurance~~have ~~providers~~a ~~accounted~~material ~~for~~adverse ~~79%~~effect ~~and~~on ~~80% of~~ our ~~total~~business, ~~revenue~~financial ~~for~~condition ~~2023~~ and ~~2022,~~results ~~respectively~~of operation. ~~Market~~You ~~cycles~~should incarefully consider the ~~automotive~~risks ~~insurance industry have been,~~ and ~~are~~uncertainties ~~expected~~described ~~to continue to be~~below, ~~unpredictable~~together ~~due~~with toall ~~a variety~~ of ~~adverse conditions in~~ the ~~insurance~~other ~~industry~~information ~~that~~included ~~have~~in ~~been~~this ~~widely~~Annual ~~reported,~~Report ~~such~~on asForm ~~deteriorating underwriting performance~~10-K, aincluding ~~rise~~our inconsolidated ~~claims,~~financial ~~inflation,~~statements and ~~inadequate policy premiums. Carriers may continue to decrease~~ the ~~amount~~related ~~of money they spend with us~~notes, ~~which may occur rapidly~~ and ~~without~~in ~~warning,~~our ~~and~~other ~~for~~filings ~~time~~with ~~periods~~the ~~that can be difficult to predict accurately~~SEC. ~~For~~Our ~~example~~business, infinancial ~~January 2023~~condition, weoperating ~~saw a major carrier return to higher spending patterns~~results, ~~but~~cash ~~subsequently~~flow ~~reduce customer acquisition spending starting in the second quarter of 2023 due to higher than expected claims losses. Customer reductions in marketing~~ and ~~advertising~~prospects ~~spend~~could ~~have~~be materially and adversely affected ~~our~~by ~~operating~~any ~~results,~~of ~~and~~these werisks ~~are~~or ~~not~~uncertainties. ~~able~~In tothat ~~accurately~~case, ~~predict~~ the ~~timing~~trading orprice ~~extent~~ of our ~~recovery~~Class ~~from~~A ~~these~~common ~~reductions.~~stock Wecould ~~will likely experience similar insurance industry cycles in the future~~decline, ~~which could materially~~ and ~~adversely~~you ~~affect~~may ~~our~~lose ~~business,~~all ~~financial~~or ~~condition,~~part ~~operating~~of ~~results,~~your ~~cash flows, and prospects~~investment.

WeRisks ~~depend~~Related on relationships with insurance provider customers with no long-term minimum financial commitments. A reduction in spend by our customers, a loss of customers, lower advertising yields, or our inability to ~~establish~~Our ~~and~~Business ~~maintain new relationships with insurance providers could materially harm our business, results of operations~~ and ~~financial~~Industry ~~condition.~~

AOur ~~substantial~~business ~~majority of our revenue~~ is ~~derived~~highly ~~from~~subject ~~sales~~to ofbusiness ~~qualified~~cycles ~~consumer~~and ~~inquiries~~risks ~~sold~~related asto ~~referrals~~the inproperty ~~various ways, such as clicks, data~~ and ~~calls,~~casualty to insurance ~~provider customers~~industries, ~~which includes both carriers~~ and ~~agents.~~specifically Weautomotive ~~generate revenue from carriers and agents that directly purchase referrals from us~~insurance. WeAdverse ~~also~~conditions ~~generate~~in ~~revenue~~the ~~from~~insurance ~~carriers~~markets, ~~that~~as ~~make~~well ~~subsidy~~as ~~payments~~the togeneral useconomy, tocould ~~offset~~have ~~their~~a ~~agents’~~material ~~costs~~adverse ineffect ~~buying referrals. Our relationships with those customers are dependent~~ on our ~~ability~~business, tofinancial ~~deliver~~condition, ~~quality referrals at attractive volumes~~ and ~~prices.~~results Ifof ~~insurance providers are not able to acquire their preferred referrals in our marketplace, they may stop buying referrals from us or decrease the amount they are willing to spend for referrals~~operations.

~~The~~Because a substantial majority of the referrals made through our marketplace are for automotive insurance, ~~provider~~our ~~customers~~financial ~~can~~prospects ~~stop~~depend ~~participating~~significantly inon ~~our~~the ~~marketplace~~larger orautomotive ~~reduce~~industry orecosystem. ~~terminate~~Revenue ~~their~~from ~~marketing~~automotive ~~spend~~insurance ~~with~~providers usaccounted atfor ~~any~~89% ~~time~~and ~~without~~79% ~~notice.~~of ~~Furthermore~~our total revenue for 2024 and 2023, ~~our~~respectively. ~~agreements~~Market ~~with~~cycles ~~these~~in ~~customers~~the doautomotive ~~not~~insurance ~~require~~industry ~~them~~have been, and are expected to ~~spend~~continue ~~any~~to ~~minimum~~be, ~~amount.~~unpredictable Asdue to a ~~result,~~variety weof ~~cannot~~adverse ~~guarantee~~conditions ~~that~~in the insurance ~~providers~~industry ~~will~~that ~~continue~~have tobeen ~~work~~widely ~~with us~~reported, ~~or,~~such ifas ~~they~~deteriorating dounderwriting performance, ~~what~~a ~~their~~rise ~~advertising~~in ~~volume~~claims, ~~pricing~~inflation, orand ~~total~~inadequate ~~spend~~policy ~~will~~premiums. beCarriers decreased the amount of money they spent with us. ~~For~~in ~~example~~2023 and 2022, weand ~~experienced~~such ~~significantly~~decreases ~~decreased~~could ~~insurance~~reoccur ~~provider~~rapidly ~~marketing~~and ~~spend~~without inwarning, ~~2023.~~and Infor ~~addition,~~time weperiods ~~may~~that ~~not~~can be ~~able~~difficult to ~~attract~~predict ~~new~~accurately. ~~insurance~~For ~~providers~~example, toin ~~our~~January ~~marketplace~~2023, orwe ~~increase~~saw ~~the~~a ~~amount~~major ofcarrier ~~revenue~~return weto ~~earn~~higher ~~from~~spending ~~insurance~~patterns, ~~providers~~but ~~over~~subsequently ~~time.~~reduce Ifcustomer ~~any~~acquisition ofspending ~~our~~in ~~customers~~the ~~decide~~following ~~not~~quarter due to ~~continue~~higher tothan ~~place~~expected ~~marketing~~claims orlosses. ~~advertising~~Customer onreductions ~~our~~in ~~owned~~marketing and ~~operated~~advertising ~~websites~~spend orhave onmaterially ~~our~~and ~~third-party~~adversely ~~publishers’~~affected ~~websites,~~our wehistorical ~~could~~operating ~~experience~~results, aand ~~rapid~~we ~~decline~~are innot ~~our~~able ~~revenue~~to ~~over~~accurately apredict ~~relatively~~the ~~short~~timing ~~period~~or extent of ~~time~~our ~~with~~full ~~little~~recovery tofrom nothese ~~notice~~reductions. ~~Any~~We ~~factors~~will ~~that~~likely ~~limit~~experience ~~our~~similar ~~customers’~~insurance ~~marketing~~industry orcycles ~~advertising~~in ~~spend~~the ~~with~~future, uswhich could ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect on~~ our business, financial condition, operating results, ~~and~~ cash flows., and prospects.

~~Our~~We ~~carrier~~depend ~~customers who make subsidy payments to us~~ on ~~behalf~~relationships ofwith ~~their~~insurance ~~agents~~provider ~~have no obligation to provide such subsidies and may reduce the amount of these subsidies or cease providing them at any time. For example, one of our largest carrier~~ customers ~~discontinued~~with ~~payment~~no oflong-term ~~subsidies~~minimum tofinancial ~~us during the fourth quarter of 2023~~commitments. ~~This~~A ~~carrier~~reduction ~~resumed payment of certain subsidies~~ in ~~2024,~~spend ~~but~~by ~~there is no assurance that the carrier will continue to make these or any subsidy payments. If~~ our ~~carrier~~ customers, ~~reduce~~a ~~the~~loss ~~amounts~~ of orcustomers, ~~cease~~lower ~~providing~~advertising ~~such subsidies on behalf of their agents~~yields, ~~our agent customers may terminate~~ or ~~reduce~~our ~~the~~inability ~~extent of their relationships with us. If agents decide~~ to ~~terminate~~establish orand ~~reduce~~maintain ~~their~~new relationships with usinsurance asproviders ~~a result of the elimination in subsidies, or for any reason, our revenue would likely be reduced, which~~ could ~~have~~materially aharm ~~material adverse effect on~~ our business, ~~financial~~results ~~condition,~~of ~~operating~~operations ~~results~~ and ~~cash~~financial ~~flows~~condition.

10A substantial majority of our revenue is derived from qualified consumer inquiries that are sold as referrals in various ways, such as clicks, data and calls, to insurance provider customers, which includes both carriers and agents. We generate revenue from carriers and agents that directly purchase referrals from us. We also generate revenue from carriers that make subsidy payments to us to offset their agents’ costs in buying referrals. Our relationships with those customers are dependent on our ability to deliver quality referrals at attractive volumes and prices. If insurance providers are not able to acquire their preferred referrals in our marketplace, they may stop buying referrals from us or decrease the amount they are willing to spend for referrals.

~~Table~~Our insurance provider customers can stop participating in our marketplace or reduce or terminate their marketing spend with us at any time without notice. Furthermore, our agreements with these customers do not require them to spend any minimum amount. As a result, we cannot guarantee that insurance providers will continue to work with us, or, if they do, what their advertising volume, pricing or total spend with us will be. For example, we experienced significantly decreased insurance provider marketing spend in 2023 and while we saw improvements in spending patterns in 2024, including from our largest carrier customer, not all of ~~Contents~~our carrier customers have increased their spend in a proportional or significant manner. In addition, we may not be able to attract new insurance providers to our marketplace or increase the amount of revenue we earn from insurance providers over time. If any of our customers decide not to continue to place marketing or advertising on our owned and operated websites or on our third-party publishers’ websites, we could experience a rapid decline in our revenue over a relatively short period of time with little to no notice. Any factors that limit our customers’ marketing or advertising spend with us could have a material adverse effect on our business, financial condition, operating results and cash flows.

WeOur ~~generated~~carrier acustomers ~~significant~~who ~~portion~~make subsidy payments to us on behalf of their agents have no obligation to provide such subsidies and may reduce the amount of these subsidies or cease providing them at any time. For example, one of our ~~revenue~~largest carrier customers discontinued payment of subsidies to us during the fourth quarter of 2023. This carrier resumed payment of certain subsidies in ~~recent~~2024, ~~periods~~but ~~from~~there ~~two~~is no assurance that the carrier will continue to make these or any subsidy payments. If our carrier customers reduce the amounts of, ~~and~~or ~~our~~cease ~~results~~providing, such subsidies on behalf of ~~operations~~their ~~could~~agents, beour ~~adversely~~agent ~~affected~~customers ~~and~~may ~~stockholder~~terminate ~~value~~or ~~harmed~~reduce ifthe weextent ~~continue~~of their relationships with us. If agents decide to ~~lose~~terminate or reduce their relationships with us as a result of an elimination in subsidies, or for any reason, our revenue would likely be reduced, which could have a material adverse effect on our business, ~~from~~financial ~~these~~condition, ~~customers~~operating results and cash flows.

Revenue from our two largest insurance carrier customers was 27% and 32% in the aggregate of our revenue for the years ended December 31, 2023 and 2022, respectively. We have no assurances that these carrier customers will continue to purchase from us at their historical levels or at all. We have in fact experienced significant decreased levels of purchasing from both of these customers in 2023, including a decrease in subsidies by one of these carrier customers. If either or both of these two customers further reduce their level of purchases from us or discontinue their relationships with us, the loss could have a material adverse effect on our results of operations in both the short and long term10

WeTable ~~depend on third-party media sources, such as third-party publishers, for a significant portion~~ of our visitors. Any decline in the supply of media available through these third-party publishers for any reason, or increase in their prices could cause our revenue to decline or our cost to attract visitors to increase and our business and financial results may be harmed.Contents

~~Our~~We ~~success~~generated ~~depends~~a ~~on our ability to attract visitors to our websites or marketplace and solicit inquiries for insurance products and services that we monetize as referrals to our insurance provider customers. A~~ significant portion of our revenue isin ~~attributable~~recent toperiods ~~visitor traffic originating~~ from ~~third-party~~a ~~publishers.~~small Innumber ~~many~~of ~~instances~~customers, ~~third-party~~and ~~publishers can change the media inventory they make available to us, at any time in ways that could impact~~ our results of operations. Incould addition, third-party publishers may place significant restrictions on our offerings. These restrictions may prohibit advertisements from specific customers or specific industries or restrict the use of certain creative content or formats. If a third-party publisher decides not to make its media channel or inventory available to us, decides to demand a higher revenue share or places significant restrictions on the use of such inventory, we may not be ~~able~~adversely toaffected ~~find media inventory from other websites that satisfies our requirements in a timely~~ and ~~cost-effective~~stockholder ~~manner.~~value ~~Consolidation~~harmed ofif internet advertising networks and third-party publishers could eventually lead to a concentration of desirable inventory on websites or networks owned by a small number of individuals or entities, which could limit the supply or impact the pricing of inventory available to us. If we ~~are~~lose ~~unable~~business tofrom ~~acquire~~these ~~media inventory that meets our~~ customers~~’ performance, price and quality requirements, our revenue would decline or our operating costs would increase~~.

WeRevenue ~~depend~~from onour ~~internet~~largest ~~search~~insurance ~~engines,~~carrier ~~display~~customer ~~advertising,~~was ~~social~~39% ~~media,~~of ~~online~~our ~~advertising~~revenue ~~and~~for ~~other~~the ~~sources~~year toended ~~attract~~December ~~visitors~~31, to2024. Revenue from our ~~website~~two orlargest ~~marketplace,~~insurance orcarrier tocustomers was 27% and 32% in the aggregate of our ~~third-party~~revenue ~~publishers’~~for ~~websites.~~the ~~Changes~~years inended ~~search~~December ~~engine~~31, ~~algorithms~~2023 and 2022, ~~including~~respectively. ~~Google’s~~We ~~plans~~have no assurances that these carrier customers will continue to ~~phase~~purchase ~~out~~from ~~third-party~~us ~~cookies~~at intheir ~~Chrome,~~historical levels or ~~increased~~at ~~usage~~all. We in fact experienced significant decreased levels of ~~ad-blocking~~purchasing ~~software~~from ~~may~~these ~~reduce~~customers ~~the~~in ~~number~~2023, including a decrease in subsidies by one of ~~visitors~~our tocarrier customers. If our ~~website~~largest ~~and~~customer ~~marketplace~~reduces ortheir tolevel ~~our~~of ~~third-party~~purchases ~~publishers’~~from ~~websites~~us ~~and~~or discontinues their relationship with us, asthe loss could have a ~~result,~~material ~~our~~adverse ~~business~~effect ~~and~~on ~~financial~~our results ~~may~~of beoperations ~~harmed~~in both the short and long term.

We ~~rely~~depend on ~~internet~~third-party ~~search~~media ~~engines~~sources, ~~display~~such ~~advertising,~~as ~~social~~third-party ~~media~~publishers, ~~content-based~~for ~~online~~a ~~advertising~~significant ~~and~~portion ~~other~~of ~~online sources to attract visitors to~~ our ~~website~~visitors. WeAny ~~are~~decline ~~included~~ in ~~search results because of both paid search listings, where we purchase specific search terms that result in~~ the ~~inclusion~~supply of ~~our advertisement, and, separately, organic searches that depend upon the content on our sites. Search engines, social~~ media ~~platforms~~available and other online sources often revise their algorithms and introduce new advertising products. If one or more of the search engines or other online sources on which we rely for website traffic were to modify its general methodology for how it displays our advertisements, resulting in fewer visitors clicking through tothese ~~our websites, our business could suffer. For example, in December 2023, Google announced plans to test a new feature in Chrome that limits cross-site tracking by restricting website access to~~ third-party ~~cookies~~publishers byfor ~~default~~any reason, ~~with~~or aincrease ~~goal of phasing out third-party cookies for everyone~~ in ~~the~~their ~~second~~prices ~~half~~could ofcause ~~2024. In addition, if~~ our ~~online~~revenue ~~display~~to ~~advertisements~~decline ~~are no longer effective~~ or ~~are~~our ~~not~~cost ~~able~~ to ~~reach~~attract visitors ~~due~~ to ~~their~~increase ~~use~~and ofour ~~ad-blocking~~business ~~software,~~and ~~our~~financial ~~business~~results ~~could~~may ~~suffer~~be harmed.

IfOur ~~one~~success ordepends ~~more~~on ofour ~~the~~ability ~~search~~to ~~engines~~attract visitors to our websites or ~~other~~marketplace ~~online~~and ~~sources~~solicit oninquiries ~~which~~for insurance products and services that we ~~rely~~monetize ~~for~~as ~~purchased~~referrals ~~listings~~to orour insurance provider customers. A significant portion of our revenue is attributable to visitor traffic ~~modifies~~originating orfrom ~~terminates~~third-party ~~its~~publishers. ~~relationship~~In ~~with~~many usinstances, ~~our~~third-party ~~expenses~~publishers ~~could~~can ~~rise~~change ~~and~~the wemedia ~~could~~inventory ~~lose~~they ~~visitor~~make ~~traffic~~available to us, at any time in ways that could impact our ~~websites~~results of operations. ~~Visitor~~In ~~traffic~~addition, tothird-party publishers may place significant restrictions on our ~~websites~~offerings. ~~and~~These restrictions may prohibit advertisements from specific customers or specific industries or restrict the ~~volume~~use of ~~quote~~certain ~~requests~~creative ~~generated~~content byor ~~visitor~~formats. ~~traffic~~If ~~varies~~a ~~and~~third-party ~~can~~publisher ~~decline~~decides ~~from~~not to ~~time~~make its media channel or inventory available to us, ~~and~~decides to demand a ~~decrease~~higher inrevenue ~~traffic~~share or places significant restrictions on the use of such inventory, we may not be able to ~~our~~find ormedia inventory from other websites that satisfies our requirements in a timely and cost-effective manner. Consolidation of internet advertising networks and third-party publishers’ ~~websites,~~could ~~for~~eventually ~~any~~lead ~~reason,~~to ~~could~~a ~~have~~concentration of desirable inventory on websites or networks owned by a ~~material~~small ~~adverse~~number ~~effect~~of onindividuals ~~our~~or ~~business~~entities, ~~financial~~which ~~condition~~could ~~and~~limit ~~results~~the supply or impact the pricing of ~~operations.~~inventory ~~Additionally,~~available ~~even~~to ifus. If we are ~~successful~~unable into ~~generating~~acquire ~~such~~media ~~traffic~~inventory that meets our customers’ performance, weprice ~~may~~and ~~not~~quality berequirements, ~~able~~our torevenue ~~convert~~would ~~these~~decline ~~visits~~or ~~into~~our ~~inquiries~~operating costs would increase.

11We depend on internet search engines, display advertising, social media, online advertising and other sources to attract visitors to our website or marketplace, or to our third-party publishers’ websites. Changes in search engine algorithms, browser companies’ treatment of third-party cookies, or increased usage of ad-blocking software may reduce the number of visitors to our website and marketplace or to our third-party publishers’ websites and, as a result, our business and financial results may be harmed.

~~Table~~We rely on internet search engines, display advertising, social media, content-based online advertising and other online sources to attract visitors to our website. We are included in search results because of ~~Contents~~both paid search listings, where we purchase specific search terms that result in the inclusion of our advertisement, and, separately, organic searches that depend upon the content on our sites. Search engines, social media platforms and other online sources often revise their algorithms and introduce new advertising products. If one or more of the search engines or other online sources on which we rely for website traffic were to modify its general methodology for how it displays our advertisements, resulting in fewer visitors clicking through to our websites, our business could suffer. For example, although Google abandoned its previously announced plans to phase out third-party cookies in 2024, it announced the introduction of a new feature in Chrome that would allow users to make informed choices about their privacy settings. In addition, if our online display advertisements are no longer effective or are not able to reach visitors due to their use of ad-blocking software, our business could suffer.

~~Limitations~~If ~~restricting~~one ~~our~~or ~~ability~~more toof ~~market~~the tosearch ~~users~~engines or ~~collect~~other ~~and~~online ~~use~~sources ~~data~~on ~~derived~~which ~~from~~we ~~user~~rely ~~activities~~for ~~resulting~~purchased ~~from~~listings ~~consumer-adopted~~or ~~technologies,~~visitor ~~service~~traffic ~~provider~~modifies ~~decisions,~~or ~~government~~terminates ~~regulation~~its relationship with us, orour ~~otherwise~~expenses could ~~significantly~~rise ~~diminish~~and we could lose visitor traffic to our websites. Visitor traffic to our websites and the ~~value~~volume of ~~our~~quote ~~services~~requests generated by visitor traffic varies and can decline from to time, and a decrease in traffic to our or our third-party publishers’ websites, for any reason, could have ana material adverse effect on our ~~ability~~business, tofinancial ~~generate~~condition ~~revenue~~and results of operations. Additionally, even if we are successful in generating such traffic, we may not be able to convert these visits into inquiries.

Limitations restricting our ability to market to users via telephone calls, text messages and emails by service providers could harm our ability to deliver advertising. For example, if email service providers, or ESPs, categorize our emails as “promotional,” then these emails may be directed to an alternate and less readily accessible section of a consumer’s inbox. In the event ESPs materially limit or halt the delivery of our emails, or if we fail to deliver emails to consumers in a manner compatible with ESPs’ email handling or authentication technologies, our ability to contact consumers through email could be significantly restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, or if internet service providers prioritize or provide superior access to our competitors’ content, our business and results of operations may be adversely affected. Interruptions, failures or defects in our data collection systems, as well as data privacy and security concerns and regulatory changes or enforcement actions affecting our or our data partners’ ability to collect user data, could also limit our ability to analyze data from, and thereby optimize, our clients’ marketing campaigns. If our access to data is limited in the future, we may be unable to provide effective technologies and services to clients and we may lose clients and revenue.11

~~Additionally,~~Table ~~increased adoption~~ of call blocking technology may prevent us from reaching consumers that have expressed an interest in getting insurance information. Moreover, telephone carriers and communication platforms have themselves placed restrictions on our ability to call or send text messages to our consumers. Increased government regulation may also restrict our ability to call or text consumers. For example, the Federal Communications Commission, or FCC, recently published a regulation, currently scheduled to take effect on July 24, 2024, that would require mobile wireless providers to block text messages from telephone numbers flagged by the FCC for allegedly sending unlawful text messages. If calls or text messages to our consumers are blocked, or if insurance providers obtaining data referrals have their calls or text messages blocked due to these call blocking technologies or restrictions, we may see a significant decrease in referrals, the value of our referrals and the number of data and call referrals we are able to sell to insurance providers, which could materially adversely impact our business.Contents

IfLimitations ~~the~~restricting ~~way~~our ~~cookies~~ability ~~are~~to ~~used~~market orto ~~shared,~~users or ~~the~~collect and use ordata ~~transfer~~derived offrom ~~cookies~~user isactivities ~~restricted~~resulting byfrom ~~third~~consumer-adopted ~~parties~~technologies, ~~outside~~service ofprovider ~~our~~decisions, ~~control~~government regulation, or ~~becomes~~otherwise ~~subject~~could tosignificantly ~~unfavorable~~diminish ~~legislation~~the orvalue ~~regulation,~~of our ~~ability~~services toand ~~develop~~have ~~and~~an ~~provide~~adverse ~~certain~~effect ~~products~~on orour ~~services~~ability ~~could~~to begenerate ~~affected~~revenue.

~~When~~Limitations arestricting ~~user~~our ~~visits~~ability ~~our~~to ~~websites,~~market weto ~~use~~users ~~technologies,~~via ~~including~~telephone ~~“cookies~~calls,” totext ~~collect~~messages ~~information~~and ~~such~~emails asby ~~the~~service ~~user’s~~providers IPcould ~~address~~harm our ability to deliver advertising. WeFor ~~also~~example, ~~have~~if ~~relationships~~email ~~with~~service ~~data~~providers, ~~partners~~or ~~that~~ESPs, ~~collect~~categorize ~~and~~our ~~provide~~emails usas ~~with~~“promotional,” ~~user~~then ~~data.~~these Weemails ~~access~~may be directed to an alternate and ~~analyze~~less ~~this~~readily ~~information~~accessible insection ~~order~~of toa ~~determine~~consumer’s inbox. In the ~~effectiveness~~event ESPs materially limit or halt the delivery of aour ~~marketing~~emails, ~~campaign~~or ~~and~~if we fail to ~~determine~~deliver ~~how~~emails to ~~modify~~consumers ~~the~~in ~~campaign~~a ~~for~~manner ~~optimization.~~compatible ~~The~~with ~~use~~ESPs’ ofemail ~~cookies~~handling isor ~~the~~authentication ~~subject~~technologies, ofour ~~litigation,~~ability ~~regulatory~~to ~~scrutiny~~contact ~~and~~consumers ~~industry~~through ~~self-regulatory~~email ~~activities~~could be significantly restricted. In addition, ~~including~~if ~~the~~we ~~consideration~~are ofplaced on “~~do-not-track~~spam” ~~technologies,~~lists ~~guidelines~~or ~~and~~lists ~~substitutes~~of toentities ~~cookies.~~that ~~With~~have ~~respect~~been toinvolved ~~industry~~in ~~self-regulatory~~sending ~~activities~~unwanted, ~~the~~unsolicited ~~leading~~emails, ~~web~~or ~~browsing~~if ~~companies~~internet ~~have~~service ~~started~~providers prioritize or ~~announced~~provide ~~their~~superior ~~intent~~access to ~~block~~our orcompetitors’ ~~phase~~content, ~~out~~our ~~third-party~~business ~~cookies~~and ~~from~~results ~~their~~of ~~web~~operations ~~browsers~~may be adversely affected. Interruptions, asfailures ~~discussed~~or ~~above~~defects in ~~“—We~~our ~~depend~~data oncollection ~~internet~~systems, ~~search~~as ~~engines,~~well ~~display~~as ~~advertising,~~data ~~social~~privacy ~~media,~~and ~~online~~security ~~advertising~~concerns and ~~other~~regulatory ~~sources~~changes .or .enforcement .actions .”affecting ~~Additionally,~~our ~~users~~or ~~are~~our ~~able~~data partners’ ability to ~~block~~collect oruser ~~delete~~data, ~~cookies~~could ~~from~~also ~~their~~limit ~~browser.~~our ~~Periodically~~ability to analyze data from, ~~certain~~and ofthereby optimize, our ~~customers~~clients’ ~~and~~marketing ~~third-party~~campaigns. ~~publishers~~If ~~seek~~our access to ~~prohibit~~data oris ~~limit~~limited ~~our~~in ~~collection~~the orfuture, ~~use~~we ofmay ~~data~~be ~~derived~~unable ~~from~~to ~~the~~provide ~~use~~effective oftechnologies ~~cookies~~and services to clients and we may lose clients and revenue.

~~Our~~Additionally, ~~business~~increased ~~could~~adoption beof ~~materially~~call-blocking technology may prevent us from reaching consumers that have expressed an interest in getting insurance information. Moreover, telephone carriers and ~~adversely~~communication ~~affected~~platforms byhave athemselves ~~cybersecurity~~placed ~~breach~~restrictions on our ability to call or ~~other~~send ~~attack~~text ~~involving~~messages to our ~~computer~~consumers. ~~systems~~Increased government regulation may also restrict our ability to call or text consumers. For example, a recent FCC regulation that went into effect on July 24, 2024, requires mobile wireless providers to block text messages from telephone numbers flagged by the FCC for allegedly sending unlawful text messages. If calls or text messages to our ~~third~~consumers are blocked, or if insurance providers obtaining data referrals have their calls or text messages blocked due to these call-~~party~~blocking ~~service~~technologies or restrictions, we may see a significant decrease in referrals, the value of our referrals and the number of data and call referrals we are able to sell to insurance providers, which could materially adversely impact our business.

~~Cybersecurity~~If ~~incidents~~the ~~are~~way ~~increasing~~cookies ~~in frequency and evolving in nature and include, but~~ are ~~not~~used ~~limited to, installation of malicious software, ransomware, viruses, phishing attacks, denial of service~~ or ~~other attacks~~shared, ~~breach by intentional~~ or ~~negligent conduct on~~ the ~~part~~use ~~of employees~~ or ~~third-party~~transfer ~~service providers including third-party publishers, unauthorized access to data and other electronic security breaches. Additionally, increased risks~~ of ~~cyberattacks~~cookies oris ~~data~~restricted ~~breaches~~by ~~may~~third ~~result~~parties ~~from~~outside ~~the use~~ of ~~artificial~~our ~~intelligence,~~control or ~~AI,~~becomes ~~to launch more automated, targeted and coordinated attacks. Concerns about security increase when we transmit information (including personal data) electronically. Electronic transmissions can be~~ subject to ~~attack,~~unfavorable ~~interception,~~legislation ~~loss~~ or ~~corruption. In addition~~regulation, ~~computer viruses and malware can be distributed and spread rapidly over the internet and could infiltrate~~ our ~~systems~~ability ~~or those of our buyers, sellers and third-party service providers. Although we are not aware of any material information security incidents~~ to ~~date,~~develop ~~we have detected common types of attempts to access our information systems~~ and ~~data~~provide ~~without~~certain ~~authorization,~~products ~~such as phishing. Unauthorized access to our systems~~ or ~~those~~services ~~of our third-party service providers~~ could inbe the future lead to disruptions in systems, accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential or otherwise protected information (including personal data) and the corruption of dataaffected.

12When a user visits our websites, we use technologies, including “cookies,” to collect information such as the user’s IP address. We also have relationships with data partners that collect and provide us with user data. We access and analyze this information in order to determine the effectiveness of a marketing campaign and to determine how to modify the campaign for optimization. The use of cookies and other information collection technologies is the subject of litigation, regulatory scrutiny and industry self-regulatory activities, including the consideration of “do-not-track” technologies, “cookie” banners, guidelines and substitutes to cookies. With respect to industry self-regulatory activities, the leading web browsing companies have contemplated adjusting their browsers’ treatment of third-party cookies by their web browsers, as discussed above in “—We depend on internet search engines, display advertising, social media, online advertising and other sources . . . .” Additionally, users are able to block or delete cookies from their browser. Periodically, certain of our customers and third-party publishers seek to prohibit or limit our collection or use of data derived from the use of cookies.

~~Table~~Our ofbusiness ~~Contents~~could be materially and adversely affected by a cybersecurity breach or other attack, failure or interruption involving our computer systems or our third-party service providers.

~~Any~~Cybersecurity ~~damage~~incidents orare ~~failure~~increasing ~~that~~in ~~causes~~frequency anand ~~interruption~~evolving in ~~our~~nature ~~operations~~and ~~could~~include, ~~have~~but anare ~~adverse~~not ~~effect~~limited onto, ~~our~~installation ~~business~~of malicious software, ~~financial~~ransomware, ~~condition~~viruses, ~~operating~~phishing ~~results~~attacks, ~~cash~~denial ~~flows~~of ~~and~~service ~~prospects.~~or Inother ~~addition~~attacks, ~~our~~breach ~~operations~~by ~~are~~intentional ~~dependent~~or ~~upon~~negligent ~~our~~conduct ~~ability~~on the part of employees or third-party service providers including third-party publishers, unauthorized access to ~~protect~~data and other electronic security breaches. Additionally, increased risks of cyberattacks or data breaches may result from the ~~computer~~use ~~systems~~of artificial intelligence, or AI, to launch more automated, targeted and ~~network~~coordinated ~~infrastructure~~attacks. ~~that~~Concerns about security increase when we ~~utilize~~transmit ~~against~~information ~~damage~~(including ~~from~~personal ~~cybersecurity~~data) ~~attacks~~electronically. byElectronic ~~sophisticated~~transmissions ~~third~~can ~~parties~~be ~~with~~subject ~~substantial~~to ~~computing~~attack, ~~resources~~interception, ~~and~~loss ~~capabilities~~or corruption. In addition, computer viruses and ~~other~~malware ~~disruptive~~can ~~problems~~be ~~caused~~distributed byand spread rapidly over the internet and could infiltrate our systems or ~~other~~those ~~users.~~of ~~Such~~our ~~disruptions~~buyers, ~~could~~sellers ~~jeopardize~~and ~~the~~third-party ~~security~~service providers. Although we are not aware of any material information ~~stored~~security inincidents ~~and~~to ~~transmitted~~date, ~~through~~we have detected common types of attempts to access our ~~computer~~information systems and ~~network~~data ~~infrastructure~~without authorization, ~~which~~such ~~may~~as ~~result~~phishing. Unauthorized access to our systems or those of our third-party service providers could in ~~significant~~the ~~liability~~future lead to disruptions in systems, accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of confidential or otherwise protected information (including personal data) and ~~damage~~the ~~our~~corruption ~~reputation~~of data.

We take efforts to protect our systems and data, including establishing internal processes and implementing physical, administrative and technical safeguards designed to provide multiple layers of security, and contract with third-party service providers to take similar steps. However, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminals’ intent to commit cyber-crime, and these efforts may not be successful in preventing, detecting or stopping attacks. The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in a breach of security. Controls employed by our information technology department and our partners and third-party service providers, including cloud vendors, could prove inadequate. A breach of our security that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects.12

ToTable ~~the extent our systems rely on our third-party service providers, through either a connection to, or an integration with, those third parties’ systems, the risk~~ of cybersecurity attacks and loss, corruption, or unauthorized publication of our information or the confidential information of consumers and employees may increase. Third-party risks may include insufficient security measures, data location uncertainty, and the possibility of data storage in inappropriate jurisdictions where laws or security measures may be inadequate. Although we generally have agreements relating to cybersecurity and data privacy in place with our third-party service providers, they are limited in nature and we cannot assure you that such agreements will prevent the accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data (including personal data) or enable us to obtain adequate or any reimbursement from our partners or third-party service providers in the event we should suffer any such incidents.Contents

Any damage or ~~all~~failure ofthat ~~the~~causes ~~issues~~an ~~identified~~interruption ~~above~~in ~~could adversely affect~~ our ~~ability~~operations ~~to attract or maintain relationships with customers or third-party publishers and~~ could ~~cause~~have ~~them~~an toadverse ~~cancel~~effect ~~their~~on ~~contracts with us or subject us to governmental or third-party lawsuits, investigations, regulatory fines or other actions or liability, thereby harming~~ our business, financial condition, operating results, cash flows and prospects. ~~Any~~In ~~accidental or unauthorized access to or disclosure~~addition, ~~loss,~~our ~~destruction,~~operations ~~disablement~~are ordependent ~~encryption~~upon ~~of,~~our ~~use~~ability orto ~~misuse~~protect ofthe orcomputer ~~modification~~systems ofand ~~data,~~network ~~cybersecurity~~infrastructure ~~breach or other security incident~~ that we orutilize ~~our~~against ~~partners~~damage ~~could~~from ~~experience~~cybersecurity orattacks ~~the~~by ~~perception~~sophisticated ~~that~~third ~~one~~parties ~~has~~with ~~occurred~~substantial orcomputing ~~may~~resources ~~occur, could harm our reputation, reduce the demand for our products~~ and ~~services~~capabilities and ~~disrupt~~other ~~normal~~disruptive ~~business~~problems ~~operations.~~caused Inby ~~addition,~~the ~~such~~internet ~~events may require us to spend material resources to investigate~~ or ~~remediate~~other ~~issues~~users. ~~and~~Such todisruptions ~~prevent~~could ~~future~~jeopardize the security ~~incidents, expose us to uninsured liability, increase our risk~~ of ~~regulatory~~information ~~scrutiny,~~stored ~~expose~~in ~~us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations or damages for contract breach,~~ and ~~cause~~transmitted usthrough ~~to incur significant costs, any of which could materially adversely affect~~ our ~~business,~~computer ~~financial~~systems ~~condition~~ and ~~results~~network ~~of operations. Moreover~~infrastructure, ~~there~~which could be public announcements regarding any such incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could have a substantial adverse effect on the price of our Class A common stock. These risks may ~~increase~~result asin wesignificant ~~continue~~liability ~~to grow~~ and ~~collect,~~damage ~~process, store, and transmit increasingly large amounts of data. Although we are not aware of any material information security breaches to date, we have detected common types of attempts to attack~~ our ~~information systems and data~~reputation.

We ~~may~~take ~~use~~efforts AIto inprotect our ~~business~~systems and data, including establishing internal processes and ~~challenges~~implementing physical, administrative and technical safeguards designed to provide multiple layers of security, and contract with ~~properly~~third-party ~~managing~~service ~~its~~providers ~~use~~to take similar steps. However, it is difficult or impossible to defend against every risk being posed by changing technologies as well as criminals’ intent to commit cyber-crime, and these efforts may not be successful in preventing, detecting or stopping attacks. The increasing sophistication and resources of cyber criminals and other non-state threat actors and increased actions by nation-state actors make keeping up with new threats difficult and could result in ~~reputational~~a ~~harm~~breach of security. Controls employed by our information technology department and our partners and third-party service providers, ~~competitive~~including ~~harm~~cloud vendors, could prove inadequate. A breach of our security that results in unauthorized access to our data could expose us to a disruption or challenges relating to our daily operations, as well as to data loss, litigation, damages, fines and ~~legal~~penalties, ~~liability~~significant increases in compliance costs and reputational damage, any of which could have a material and ~~adversely~~adverse ~~affect~~effect on our business, financial condition, operating results, ofcash ~~operations~~flows and prospects.

WeTo ~~may~~the ~~incorporate~~extent ~~AI solutions into~~ our ~~platform,~~systems ~~product~~rely ~~offerings,~~on ~~services and features, and these applications may become important in~~ our ~~operations over time. Our competitors or other~~ third-party ~~parties~~service ~~may~~providers, ~~incorporate~~through AIeither ~~into~~a ~~their~~connection ~~products~~to, ~~more quickly~~ or ~~more~~an ~~successfully~~integration ~~than we do~~with, ~~which~~those ~~could~~third ~~impair~~parties’ ~~our~~systems, ~~ability~~the torisk ~~compete effectively and adversely affect our results~~ of ~~operations.~~cybersecurity ~~Additionally,~~attacks ifand ~~the content~~loss, ~~analyses~~corruption, or ~~recommendations~~unauthorized ~~that~~publication AIof ~~applications~~our ~~assist~~information ~~in producing are~~ or ~~are~~the ~~alleged~~confidential toinformation beof ~~deficient,~~consumers ~~inaccurate or biased, our business, financial condition~~ and ~~results~~employees ~~of operations~~ may beincrease. ~~adversely~~Third-party ~~affected.~~risks ~~The~~may ~~use~~include ofinsufficient AIsecurity ~~applications~~measures, ~~has~~data ~~resulted~~location inuncertainty, and ~~may~~the inpossibility ~~the~~of ~~future~~data ~~result~~storage in, ~~cybersecurity~~inappropriate ~~incidents~~jurisdictions ~~that~~where ~~implicate~~laws ~~the~~or ~~personal~~security ~~data~~measures ofmay ~~end~~be ~~users of such applications~~inadequate. ~~Any~~Although ~~such~~we ~~cybersecurity~~generally ~~incidents~~have ~~related~~agreements relating to ~~our~~cybersecurity ~~use~~and ofdata AIprivacy ~~applications~~in ~~could~~place ~~adversely~~with ~~affect~~ our ~~reputation~~third-party ~~and~~service ~~results~~providers, ofthey ~~operations.~~are AIlimited ~~also~~in ~~presents~~nature ~~emerging ethical issues~~ and ifsuch ~~our~~agreements ~~use~~may ofnot AIprevent ~~becomes~~the ~~controversial~~accidental or ~~harms~~unauthorized ~~our~~access ~~insurance~~to ~~provider~~or ~~customers~~disclosure, ~~third-party~~loss, ~~publishers or consumers~~destruction, wedisablement ~~may experience brand~~ or ~~reputational~~encryption ~~harm~~of, ~~competitive~~use ~~harm~~ or ~~legal~~misuse ~~liability.~~of ~~The~~or ~~rapid~~modification ~~evolution~~ of ~~AI,~~data (including ~~potential~~personal ~~government regulation of AI~~data), ~~may~~or ~~require~~enable ~~significant resources to develop, test and maintain our platform, offerings, services and features to help~~ us ~~implement AI ethically in order~~ to ~~minimize~~obtain ~~unintended,~~adequate ~~harmful~~or ~~impact.~~any ~~Additionally,~~reimbursement wefrom ~~may~~our bepartners ~~harmed by the potential release of confidential~~ or ~~proprietary~~third-party ~~information~~service asproviders ain ~~result of~~ the ~~use~~event ofwe ~~AI-based~~should ~~software~~suffer byany ~~employees,~~such ~~vendors, suppliers, contractors, consultants or other third-parties~~incidents. ~~Further, uncertainties exist in case law~~

13Any or all of the issues identified above could adversely affect our ability to attract or maintain relationships with customers or third-party publishers and could cause them to cancel their contracts with us or subject us to governmental or third-party lawsuits, investigations, regulatory fines or other actions or liability, thereby harming our business, financial condition, operating results, cash flows and prospects. Any accidental or unauthorized access to or disclosure, loss, destruction, disablement or encryption of, use or misuse of or modification of data, cybersecurity breach or other security incident that we or our partners could experience or the perception that one has occurred or may occur, could harm our reputation, reduce the demand for our products and services and disrupt normal business operations. In addition, such events may require us to spend material resources to investigate or remediate issues and to prevent future security incidents, expose us to uninsured liability, increase our risk of regulatory scrutiny, expose us to legal liabilities, including litigation, regulatory enforcement, indemnity obligations or damages for contract breach, and cause us to incur significant costs, any of which could materially adversely affect our business, financial condition and results of operations. Moreover, there could be public announcements regarding any such incidents and any steps we take to respond to or remediate such incidents, and if securities analysts or investors perceive these announcements to be negative, it could have a substantial adverse effect on the price of our Class A common stock. These risks may increase as we continue to grow and collect, process, store, and transmit increasingly large amounts of data. Although we are not aware of any material information security breaches to date, we have detected common types of attempts to attack our information systems and data.

~~Table~~We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of ~~Contents~~operations.

We may incorporate AI solutions into our platform, product offerings, services and ~~regulations~~features, ~~regarding~~and ~~intellectual~~these ~~property~~applications ~~ownership~~may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than we do, which could impair our ability to compete effectively and ~~license~~adversely ~~rights~~affect our results of operations. Additionally, ~~including~~if ~~copyright~~the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate or biased, our business, financial condition and results of operations may be adversely affected. The use of AI ~~output~~applications has resulted in, ~~creating~~and ~~risks~~may ~~with~~in ~~respect~~the tofuture ~~both~~result in, cybersecurity incidents that implicate the ~~ability~~personal data of end users of such applications. Any such cybersecurity incidents related to ~~adequately~~our ~~protect~~use ~~intellectual~~of ~~property~~AI ~~underlying~~applications could adversely affect our reputation and results of operations. AI ~~systems~~also presents emerging ethical issues and ~~software~~if asour ~~well~~use asof ~~inadvertent~~AI ~~infringement~~becomes controversial or harms our insurance provider customers, third-party publishers or consumers, we may experience brand or reputational harm, competitive harm or legal liability. ~~Any~~The rapid evolution of ~~these~~AI, including potential ~~risks~~government ~~could~~regulation ~~result~~of AI, may require significant resources to develop, test and maintain our platform, offerings, services and features to help us implement AI ethically in order to minimize unintended, harmful impact. Additionally, we may be harmed by the potential release of confidential or proprietary information as a ~~material~~result ~~and~~of ~~adverse~~the ~~effect~~use onof ~~our~~AI-based ~~business~~software by employees, ~~financial~~vendors, ~~condition~~suppliers, ~~operating~~contractors, ~~results~~consultants or other third parties. Further, ~~cash~~uncertainties ~~flows~~exist in case law and ~~prospects.~~regulations regarding intellectual property ownership and license rights, including copyright, of AI output, creating risks with

If we fail to continually enhance and adapt our products and services to keep pace with rapidly changing technologies and industry standards, we may not remain competitive and could lose customers or traffic to our websites, which could materially adversely affect our business and financial condition, operating results, cash flows and prospects. 13

~~The~~Table online media and marketing industry is characterized by rapidly changing standards, evolving technologies, frequent new or enhanced product and service introductions and shifting user and insurance provider customer demands. Our success depends on our continued innovation to make our marketplace and websites useful for users, insurance provider customers and third-party providers. The introduction of new technologies and services embodying new technologies and the emergence of new industry standards and practices could render our existing technologies and services obsolete and unmarketable or require unanticipated investments in technology. We continually make enhancements and other modifications to our proprietary technologies as well as our product and service offerings. Those changes may contain design or performance defects that are not readily apparent. Expanded category offerings may experience issues as we launch new products and services. If our proprietary technologies or our new or enhanced products and services fail to achieve their intended purpose or are less effective than technologies or products and services used by our competitors, our business could be harmed. Our future success will also depend in part on our ability to successfully adapt to rapidly changing online media formats and other technologies. If we fail to adapt successfully, we could lose customers or advertising inventory. Contents

Ifrespect weto ~~fail~~both the ability to ~~compete~~adequately ~~effectively~~protect ~~against~~intellectual ~~companies~~property ~~engaged~~underlying inAI ~~digital~~systems ~~customer~~and ~~acquisition,~~software ~~including~~as ~~competitors~~well ~~and~~as ~~other~~inadvertent ~~technology~~infringement. ~~companies,~~Any weof these potential risks could ~~lose~~result ~~customers~~in a material and adverse effect on our ~~revenue~~business, ~~may~~financial ~~decline.~~condition, operating results, cash flows and prospects.

WeIf ~~compete~~we ~~for~~fail ~~insurance~~to ~~provider~~continually ~~customers’~~enhance ~~advertising~~ and ~~marketing~~adapt ~~budgets~~our and visitor traffic. Our principal competitors in this space include technology companies engaged in digital customer acquisition for insurance providers, as well as other companies including: direct distribution companies focused on insurance products; ~~industry-specific~~and ~~portals or customer acquisition companies with insurance-focused research online destinations; online marketing or media~~ services ~~providers;~~to ~~major~~keep ~~internet~~pace ~~portals and search engine companies~~ with ~~online~~rapidly ~~advertising~~changing ~~platforms;~~technologies and ~~supply~~industry ~~partners~~standards, ~~with~~we ~~their~~may ~~own~~not ~~sales~~remain ~~forces~~competitive ~~that sell their referrals directly to insurance providers. Finding, developing,~~ and ~~retaining~~could ~~high~~lose ~~quality~~customers ~~referrals~~or ~~on a cost-effective basis is challenging because competition for web~~ traffic ~~among~~to ~~technology~~our ~~companies engaged in digital customer acquisition,~~ websites, ~~and~~which ~~search~~could ~~engines,~~materially asadversely ~~well~~affect asour ~~competition~~business ~~with~~and ~~traditional~~financial ~~media companies~~condition, ~~has~~operating ~~resulted and may continue to result in significant increases in web traffic costs~~results, ~~declining~~cash ~~margins~~flows and ~~reduction in revenue~~prospects.

~~This~~The ~~industry~~online ismedia ~~highly competitive~~ and wemarketing ~~expect~~industry ~~this~~is ~~competition~~characterized toby ~~continue~~rapidly tochanging ~~increase~~standards, inevolving ~~the future~~technologies, ~~both~~frequent ~~from existing and~~ new ~~competitors that provide competing platforms~~ or ~~technology.~~enhanced Weproduct ~~compete~~and onservice ~~the~~introductions ~~basis~~and ofshifting auser ~~number~~and ofinsurance ~~factors,~~provider ~~including return on investment, technology and~~ customer ~~service~~demands. ~~Finding,~~Our ~~developing~~success ~~and~~depends ~~retaining high quality consumer referrals~~ on aour ~~cost-effective~~continued ~~basis~~innovation isto ~~challenging~~make ~~because~~our ~~competition~~marketplace ~~for~~and ~~web traffic among technology companies engaged in digital customer acquisition,~~ websites, ~~and~~useful ~~search~~for ~~engines~~users, asinsurance ~~well~~provider ascustomers ~~competition with traditional media companies, has resulted~~ and ~~may~~third-party ~~continue~~providers. toThe ~~result~~introduction inof ~~significant~~new ~~increases~~technologies inand ~~web~~services ~~traffic~~embodying ~~costs,~~new ~~declining~~technologies ~~margins~~ and ~~reduction in revenue. In addition, if we expand~~ the ~~scope~~emergence of ~~our~~new ~~services~~industry orstandards ~~served~~and ~~markets,~~practices wecould ~~may~~render ~~compete~~our ~~with~~existing atechnologies ~~greater~~and ~~number~~services ofobsolete ~~technology companies, websites, buyers~~ and ~~traditional~~unmarketable ~~media~~or ~~companies~~require ~~across~~unanticipated aninvestments ~~increasing~~in ~~range~~technology. ofWe ~~different~~continually ~~services,~~make ~~including~~enhancements inand ~~vertical~~other ~~markets~~modifications ~~where~~to ~~competitors~~our ~~may~~proprietary ~~have~~technologies ~~advantages~~as inwell ~~expertise,~~as ~~brand~~our ~~recognition~~product and ~~other~~service ~~areas~~offerings. ~~Internet~~Those ~~search~~changes ~~companies~~may ~~with~~contain ~~brand~~design ~~recognition~~or ~~have~~performance ~~significant~~defects ~~numbers of direct sales personnel and web traffic~~ that ~~provide~~are anot ~~significant~~readily ~~competitive~~apparent. ~~advantage~~Expanded ~~and~~category ~~have~~offerings amay ~~significant~~experience ~~impact~~issues onas ~~pricing~~we ~~for~~launch ~~consumer~~new ~~referrals~~products orand ~~web traffic~~services. ~~Some~~If ofour ~~these~~proprietary ~~companies~~technologies ~~may offer~~ or ~~develop~~our ~~more~~new ~~vertically~~or ~~targeted~~enhanced products ~~that match consumers with products~~ and services orfail ~~match~~to ~~referrals~~achieve ~~with~~their ~~buyers~~intended ~~and,~~purpose ~~thus,~~or ~~compete~~are ~~with~~less useffective ~~more~~than ~~directly.~~technologies ~~The~~or ~~trend~~products ~~toward consolidation in online marketing may also affect pricing~~ and ~~availability~~services ofused ~~web~~by ~~traffic inventory. Many of~~ our ~~current and potential~~ competitors ~~also have other competitive advantages over us~~, ~~such~~our asbusiness ~~longer~~could ~~operating~~be ~~histories,~~harmed. ~~greater~~Our ~~brand~~future ~~recognition,~~success ~~larger~~will oralso ~~more~~depend ~~diverse~~in ~~client~~part ~~bases,~~on ~~greater~~our ~~access~~ability to ~~web~~successfully ~~traffic~~adapt ~~more~~to ~~generally,~~rapidly ~~and~~changing ~~significantly~~online ~~greater~~media ~~financial,~~formats ~~technical~~ and ~~marketing~~other ~~resources~~technologies. AsIf awe ~~result~~fail to adapt successfully, we ~~may~~could ~~not~~lose becustomers ~~able~~or toadvertising ~~compete successfully~~inventory.

~~Our~~If ~~business~~we ~~depends~~fail ~~on our ability~~ to ~~maintain~~compete ~~and~~effectively ~~improve~~against ~~the~~companies ~~technology~~engaged ~~infrastructure~~in ~~necessary~~digital tocustomer ~~send~~acquisition, ~~marketing~~including ~~emails~~competitors and ~~operate~~other ~~our~~technology ~~websites~~companies, ~~and~~we ~~any significant disruption in service on our email network infrastructure or websites~~ could ~~result~~lose incustomers aand ~~loss of consumers, which could harm~~ our ~~business,~~revenue ~~brand,~~may ~~operating results and financial condition~~decline.

~~Our~~We ~~brand,~~compete ~~reputation~~for ~~and~~insurance ~~ability~~provider tocustomers’ ~~attract~~advertising ~~consumers~~and marketing budgets and visitor traffic. Our principal competitors in this space include technology companies engaged in digital customer acquisition for insurance providers, ~~depend~~as well as other companies including: direct distribution companies focused on ~~the~~insurance ~~reliable~~products; ~~performance~~industry-specific ofportals ~~our~~or ~~technology~~customer ~~infrastructure~~acquisition ~~and~~companies ~~content~~with ~~delivery.~~insurance-focused Weresearch ~~use~~online ~~emails~~destinations; toonline ~~attract~~marketing ~~consumers~~or tomedia ~~our~~services ~~marketplace.~~providers; ~~Our~~major ~~systems~~internet ~~may~~portals ~~not~~and besearch ~~adequately~~engine ~~designed~~companies with ~~the~~online ~~necessary~~advertising ~~reliability~~platforms; and ~~redundancy~~supply topartners ~~avoid~~with ~~performance~~their ~~delays~~own orsales ~~outages~~forces that ~~could~~sell betheir ~~prolonged~~referrals ~~and~~directly ~~harmful~~ to ~~our~~insurance ~~business~~providers. IfFinding, ~~our~~developing, ~~websites~~and ~~are~~retaining ~~unavailable~~high ~~when~~quality ~~users~~referrals ~~attempt~~on toa ~~access~~cost-effective ~~them,~~basis oris ifchallenging ~~they~~because docompetition ~~not~~for ~~load~~web astraffic ~~quickly~~among astechnology ~~expected~~companies engaged in digital customer acquisition, ~~users~~websites, ~~may~~and ~~not~~search ~~return~~engines, as ~~often~~well inas ~~the~~competition ~~future~~with traditional media companies, orhas atresulted ~~all.~~and ~~The~~may ~~operation~~continue ofto ~~these~~result ~~systems~~in issignificant ~~expensive~~increases ~~and~~in ~~complex~~web traffic costs, declining margins and wereduction ~~could~~in revenue.

14This industry is highly competitive and we expect this competition to continue to increase in the future, both from existing and new competitors that provide competing platforms or technology. We compete on the basis of a number of factors, including return on investment, technology and customer service. Finding, developing and retaining high quality consumer referrals on a cost-effective basis is challenging because competition for web traffic has resulted and may continue to result in significant increases in web traffic costs, declining margins and reduction in revenue. We currently compete for web traffic with technology companies engaged in digital customer acquisition, websites, and search engines, as well as with traditional media companies. If we expand the scope of our services or served markets, we may compete with a greater number of technology companies, websites, buyers and traditional media companies across an increasing range of different services, including in vertical markets where competitors may have advantages in expertise, brand recognition and other areas. Internet search companies with brand recognition have significant numbers of direct sales personnel and web traffic that provide a significant competitive advantage and significantly impact pricing for consumer referrals or web traffic. Some of these companies may offer or develop more vertically targeted products that match consumers with products and services or match referrals with buyers and, thus, compete with us more directly. The trend toward consolidation in online marketing may also affect pricing and availability of web traffic inventory. Many of our current and potential competitors also have other competitive advantages over us, such as longer operating histories, greater brand recognition, larger or more diverse client bases, greater access to web traffic more generally, and significantly greater financial, technical and marketing resources. As a result, we may not be able to compete successfully.

~~Table~~Our business depends on our ability to maintain and improve the technology infrastructure necessary to send marketing emails and operate our websites, and any significant disruption in service on our email network infrastructure or websites could result in a loss of ~~Contents~~consumers, which could harm our business, brand, operating results and financial condition.

~~experience~~Our ~~operational failures. Interruptions~~brand, ~~delays~~reputation orand ~~failures~~ability ~~in these systems, whether due~~ to ~~earthquakes,~~attract ~~adverse~~consumers ~~weather~~and ~~conditions,~~insurance ~~other~~providers ~~natural~~depend ~~disasters,~~on ~~power~~the ~~loss,~~reliable ~~computer~~performance ~~viruses,~~of ~~cybersecurity attacks, physical break-ins, terrorism, errors in~~ our ~~software~~technology orinfrastructure ~~otherwise, could be prolonged~~ and ~~could~~content ~~affect~~delivery. ~~the~~We ~~security~~use oremails ~~availability~~to ofattract ~~our websites and applications, and prevent~~ consumers ~~from~~to ~~accessing~~ our ~~services~~marketplace. ~~Such~~Our ~~interruptions~~systems ~~also~~may ~~could~~not ~~result~~be inadequately ~~third~~designed ~~parties~~with ~~accessing~~the ~~our~~necessary ~~confidential~~reliability and ~~proprietary~~redundancy ~~information,~~to ~~including~~avoid ~~our~~performance ~~intellectual~~delays ~~property~~ or ~~consumer~~outages ~~information.~~that ~~Problems with the reliability or security of our systems~~ could ~~harm~~be ~~our~~prolonged ~~reputation,~~and ~~our~~harmful ~~ability~~ to ~~protect~~ our ~~confidential~~business. ~~and~~If ~~proprietary~~our ~~information,~~websites ~~result~~are inunavailable awhen ~~loss of~~ users ofattempt ~~our~~to ~~marketplace~~access them, or ~~result~~if inthey ~~additional costs. If we~~ do not ~~maintain~~load oras ~~expand~~quickly ~~our~~as ~~network~~expected, ~~infrastructure~~users ~~successfully~~may ornot ifreturn weas ~~experience~~often ~~operational~~in ~~failures~~the orfuture, ~~prolonged disruptions~~ or ~~delays~~at inall. ~~the~~The ~~availability~~operation of ~~our~~these systems oris aexpensive ~~significant~~and ~~search~~complex ~~engine,~~and we could ~~lose~~experience ~~current~~operational ~~and~~failures. ~~potential consumers~~Interruptions, ~~which~~delays ~~could~~or ~~harm~~failures ~~our~~in ~~operating~~these ~~results~~systems, ~~and~~whether ~~financial~~due ~~condition.~~to earthquakes, adverse weather

Substantially all of the communications, network and computer hardware used to operate our websites are located in the United States in Amazon Web Services and Google Cloud Platform data centers. Although we believe our systems are fully redundant, there may be exceptions for certain hardware. In addition, we do not own or control the operation of these facilities. Our systems and operations are vulnerable to damage or interruption from fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, computer viruses, earthquakes and similar events. The occurrence of any of these events could result in damage to our systems and hardware or could cause them to fail. In addition, we may not have sufficient protection or recovery plans in certain circumstances. 14

~~Problems~~Table ~~faced by our third-party web hosting providers could adversely affect the experience~~ of users of our marketplace. Our third-party web hosting providers could close their facilities without adequate notice. Any financial difficulties, up to and including bankruptcy, faced by our third-party web hosting providers or any of the service providers with whom they contract may have adverse effects on our business, the nature and extent of which are difficult to predict. If our third-party web hosting providers are unable to keep up with our growing capacity needs, our business could be harmed. Contents

~~Any~~conditions, ~~errors~~other natural disasters, ~~defects~~power loss, ~~disruptions~~computer orviruses, ~~other~~cybersecurity ~~performance~~attacks, orphysical ~~reliability~~break-ins, ~~problems~~terrorism, ~~with~~errors in our ~~network~~software ~~operations~~or otherwise, could ~~cause~~be ~~interruptions~~prolonged inand ~~access~~could toaffect ~~our~~the ~~marketplace~~security asor ~~well~~availability asof ~~delays~~our websites and ~~additional~~applications, ~~expense~~and inprevent ~~arranging~~consumers ~~new~~from ~~facilities~~accessing ~~and~~our services. Such interruptions also could result in third parties accessing our confidential and proprietary information, including our intellectual property or consumer information. Problems with the reliability or security of our systems could harm our reputation, ~~business,~~our ~~operating~~ability ~~results~~to protect our confidential and ~~financial~~proprietary ~~condition.~~information, ~~Although~~result wein ~~carry~~a ~~business~~loss ~~interruption~~of ~~insurance,~~users itof ~~may~~our ~~not~~marketplace beor ~~sufficient~~result toin ~~compensate~~additional uscosts. ~~for~~If ~~the~~we ~~potentially~~do ~~significant~~not ~~losses,~~maintain ~~including~~or ~~the~~expand ~~potential~~our ~~harm~~network toinfrastructure ~~the~~successfully ~~future~~or ~~growth~~if ofwe ~~our~~experience ~~business~~operational ~~that~~failures ~~may~~or ~~result~~prolonged ~~from~~disruptions ~~interruptions~~or delays in the availability of our ~~service~~systems asor a ~~result~~significant ofsearch ~~system~~engine, ~~failures~~we could lose current and potential consumers, which could harm our operating results and financial condition.

WeSubstantially ~~rely~~all onof the ~~performance~~communications, ofnetwork ~~highly~~and ~~skilled~~computer ~~personnel~~hardware used to operate our ~~business,~~websites are located in the United States in Amazon Web Services and ifGoogle Cloud Platform data centers. Although we believe our systems are ~~unable~~fully redundant, there may be exceptions for certain hardware. In addition, we do not own or control the operation of these facilities. Our systems and operations are vulnerable to ~~retain~~damage or interruption from fire, ~~attract~~flood, ~~develop~~power loss, telecommunications failure, terrorist attacks, acts of war, electronic and ~~motivate~~physical ~~well~~break-~~qualified employees~~ins, ~~our~~computer ~~business~~viruses, earthquakes and ~~results~~similar events. The occurrence of ~~operations~~any of these events could beresult ~~harmed~~in damage to our systems and hardware or could cause them to fail. In addition, we may not have sufficient protection or recovery plans in certain circumstances.

WeProblems ~~believe~~faced by our ~~success~~third-party ~~depends~~web onhosting providers could adversely affect the ~~efforts~~experience ~~and~~of ~~talents~~users of our ~~executives and employees~~marketplace. Our ~~future~~third-party ~~success~~web ~~depends~~hosting onproviders ~~our~~could ~~continuing~~close ~~ability~~their tofacilities ~~attract,~~without ~~develop,~~adequate ~~motivate and retain highly qualified and skilled employees~~notice. ~~Qualified~~Any ~~individuals~~financial ~~are in high demand~~difficulties, ~~and~~up ~~we may incur significant costs~~ to ~~attract~~ and ~~retain~~including ~~them. Experienced technology professionals~~bankruptcy, ~~who~~faced ~~are~~by ~~critical to the success of~~ our ~~business,~~third-party ~~are~~web inhosting ~~particularly~~providers ~~high demand, including employees with AI expertise~~ or ~~experience using AI tools. Competition for their talents is intense, and retaining such individuals can be difficult. The loss of~~ any of ~~our~~the ~~executive~~service ~~officers~~providers orwith ~~key~~whom ~~employees~~they ~~could~~contract ~~materially~~may ~~adversely~~have ~~affect~~adverse ~~our~~effects ~~ability~~on ~~to execute~~ our business ~~plan and strategy~~, ~~and~~the wenature ~~may not be able to find adequate replacements on a timely basis, or at all. Our executive officers~~ and ~~other~~extent ~~employees~~of ~~are at-will employees,~~ which ~~means~~are ~~they may terminate their employment relationships with us at any time, and their knowledge of our business and industry would be extremely~~ difficult to ~~replace~~predict. WeIf ~~cannot~~our ~~ensure~~third-party ~~that~~web wehosting ~~will~~providers beare ~~able~~unable to ~~retain~~keep ~~the~~up ~~services~~with ~~of any members of~~ our ~~senior~~growing ~~management~~capacity ~~or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees~~needs, our business could be ~~materially adversely affected~~harmed.

~~Our~~Any errors, defects, disruptions or other performance or reliability problems with our network operations could cause interruptions in access to our marketplace as well as delays and additional expense in arranging new facilities and services and could harm our reputation, business, operating results and financial condition. Although we carry business interruption insurance, it may not be ~~impacted~~sufficient byto ~~factors~~compensate ~~that~~us ~~impact~~for ~~our~~the ~~estimate~~potentially ofsignificant losses, including the ~~constrained~~potential ~~lifetime~~harm ~~value~~to the future growth of ~~commissions~~our ~~per~~business ~~policy.~~that may result from interruptions in our service as a result of system failures.

We ~~recognize~~rely ~~commission revenue based~~ on the ~~latest~~performance ~~estimated constrained lifetime value, or constrained LTV, for each product. Constrained LTVs are impacted by a number~~ of ~~factors,~~highly ~~which~~skilled ~~include,~~personnel ~~but are not limited~~ to, ~~carrier~~operate ~~mix, policy duration and conversion rates of paying policies. These factors impact historical trends and changes in those factors or in historical trends will affect~~ our ~~constrained~~business, ~~LTV estimates in future periods~~ and ~~therefore~~if ~~could~~we ~~adversely~~are ~~affect~~unable ~~our~~to ~~revenue and financial results in those future periods. As a result~~retain, ~~adverse changes in the assumptions we make or constraints we apply in computing expected lifetime values~~attract, ~~such~~develop asand ~~increased~~motivate ~~cancellation~~well-qualified ~~rates or lower renewal rates~~employees, ~~would harm~~ our business, ~~operating~~and results, ~~financial~~of ~~condition~~operations ~~and~~could ~~prospects~~be harmed.

15We believe our success depends on the efforts and talents of our executives and employees. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. Experienced technology professionals, who are critical to the success of our business, are in particularly high demand, including employees with AI expertise or experience using AI tools. Competition for their talents is intense, and retaining such individuals can be difficult. The loss of any of our executive officers or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all. Our executive officers and other employees are at-will employees, which means they may terminate their employment relationships with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business could be materially adversely affected.

~~Table~~We are subject to a number of ~~Contents~~risks related to the credit card and debit card payments we accept.

~~Additionally,~~We ifaccept ~~customer~~payments ~~cancellation~~through ~~rates~~credit ~~exceed~~and ~~our~~debit ~~expectations~~card ortransactions. ~~renewal~~For ~~rates~~credit ~~are~~and ~~less~~debit ~~than~~card ~~expected~~payments, we ~~may~~pay ~~not~~interchange ~~receive~~and ~~the~~other ~~commission revenue we have projected to receive~~fees, ~~despite~~which ~~our~~may ~~having~~increase ~~incurred~~over ~~and recorded the cost to sell the policy~~time. ~~Any~~An ~~adverse~~increase ~~impact~~in onthose ~~cancellation~~fees ormay ~~renewal~~require ~~rates~~us ~~could lead~~ to ~~our~~increase ~~receipt of commission payments that are less than~~ the ~~amount~~prices we ~~estimated~~charge ~~when~~and wewould ~~recognized~~increase ~~commission~~our ~~revenue.~~operating ~~Under such circumstances~~expenses, weeither ~~would~~of ~~need~~which tocould ~~decrease~~harm ~~the~~our ~~remaining commissions receivable balance~~business, ~~which~~financial ~~would~~condition ~~result~~and inresults ~~a change to earnings in the period~~ of ~~the write-off~~operations.

We currently rely exclusively on one third-party vendor to provide payment processing services, including the processing of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are ~~subject~~unable to find a ~~number~~suitable ofreplacement ~~risks~~on ~~related~~a timely basis. If we or our processing vendor fail to maintain adequate systems for the authorization and processing of credit card ~~and~~transactions, ~~debit~~it could cause one or more of the major credit card ~~payments~~companies to disallow our continued use of their payment products. In addition, if these systems fail to work properly and, as a result, we ~~accept~~do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed.

We accept payments through credit and debit card transactions. For credit and debit card payments, we pay interchange and other fees, which may increase over time. An increase in those fees may require us to increase the prices we charge and would increase our operating expenses, either of which could harm our business, financial condition and results of operations. 15

WeTable ~~currently rely exclusively on one third-party vendor to provide payment processing services, including the processing~~ of payments from credit cards and debit cards, and our business would be disrupted if this vendor becomes unwilling or unable to provide these services to us and we are unable to find a suitable replacement on a timely basis. If we or our processing vendor fail to maintain adequate systems for the authorization and processing of credit card transactions, it could cause one or more of the major credit card companies to disallow our continued use of their payment products. In addition, if these systems fail to work properly and, as a result, we do not charge our customers’ credit cards on a timely basis or at all, our business, revenue, results of operations and financial condition could be harmed. Contents

We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it more difficult for us to comply. We are required to comply with payment card industry security standards. Failing to comply with those standards may violate payment card association operating rules, federal and state laws and regulations, and the terms of our contracts with payment processors. Any failure to comply fully also may subject us to fines, penalties, damages and civil liability, and may result in the loss of our ability to accept credit and debit card payments. Further, there is no guarantee that such compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of data pertaining to credit and debit cards, card holders and transactions.

If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operations.

We have $25.0 million available for borrowing under our revolving line of credit with Western Alliance Bank, and in the future we could incur indebtedness beyond our revolving line of credit.

Borrowing under our revolving line of credit or otherwise, combined with our other financial obligations and contractual commitments, could have significant adverse consequences, including:

•

requiring us to dedicate a portion of our cash resources to the payment of interest and principal, reducing money available to fund working capital, capital expenditures, product development and other general corporate purposes;

•

increasing our vulnerability to adverse changes in general economic, industry and market conditions;

•

subjecting us to restrictive covenants that may reduce our ability to take certain corporate actions or obtain further debt or equity financing (for example, the covenants in the loan and security agreement for our revolving line of credit include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses);

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and

•

placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options.

In addition, any indebtedness we incur under our current revolving line of credit will bear interest at a variable rate, which would make us vulnerable to increases in the market rate of interest. If the market rate of interest increases ~~substantially~~, we would have to pay additional interest, which would reduce cash available for our other business needs. We intend to satisfy any future debt service obligations with our existing cash and cash equivalents. Under our Amended Loan Agreement with Western Alliance Bank, our failure to make payments when due or comply with specified covenants, as well as the occurrence of an event that would reasonably be expected to have a material adverse effect on our business, operations, assets or financial condition, is an event of default. If an event of default occurs and the lender accelerates any indebtedness then outstanding, we may need to seek additional financing, which may not be available on acceptable terms, in a timely manner or at all. In such event, we may not be able to make accelerated payments, and the lender could seek to enforce security interests in the collateral securing such indebtedness, which includes substantially all of our assets. In addition, the covenants under our existing debt instruments, the pledge of our assets as collateral and the negative pledge with respect to our intellectual property could limit our ability to obtain additional debt financing on acceptable terms or at all. Any of these events could have a material adverse effect on our results of operations or financial condition.

16Risks related to Laws and Regulations

~~Table~~Negative ofchanges ~~Contents~~in the regulatory environment, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements, have had in the past, and may in the future have, a material and adverse impact on our revenue, business and growth.

~~collateral~~We ~~and~~are ~~the~~subject ~~negative pledge with respect~~ to ~~our~~regulation ~~intellectual~~regarding ~~property~~the ~~could~~insurance ~~limit our ability to obtain additional debt financing on acceptable terms or at all~~industry. ~~Any of these events could have a material adverse effect on our results of operations or financial condition.~~

~~Risks~~The ~~related~~insurance industry in the United States is heavily regulated. The insurance regulatory framework addresses, among other things, granting licenses to ~~Laws~~companies and ~~Regulation~~agents to transact particular business activities; and regulating trade, marketing, compensation and claims practices. The cost of compliance with such regulations or any non-compliance could impose material costs on us and our partners and could subject us to claims, government enforcement actions, civil and criminal liability or other remedies, including suspension of business operations, which could negatively affect our or their business, marketing practices and budgets, and could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects.

Negative changes in the regulatory environment, including with respect to the insurance industry, telemarketing restrictions and data privacy requirements, have had in the past, and may in the future have, a material and adverse impact on our revenue, business and growth.16

WeTable ~~are~~of ~~subject to regulation regarding the insurance industry.~~Contents

~~The~~In ~~insurance~~addition ~~industry~~to in the ~~United~~insurance ~~States~~regulatory isframework, ~~heavily~~we ~~regulated.~~and ~~The~~our ~~insurance~~third-party ~~regulatory~~publishers ~~framework~~are ~~addresses,~~subject ~~among~~to many other ~~things:~~laws ~~granting~~and ~~licenses~~requirements, toincluding ~~companies~~federal, state and ~~agents~~local tolaws ~~transact~~and ~~particular~~regulations ~~business~~regarding ~~activities;~~commercial ~~and~~email, ~~regulating~~telemarketing, ~~trade~~search engines, internet tracking technologies, direct marketing, ~~compensation~~data privacy and ~~claims~~security, ~~practices.~~pricing, ~~The~~sweepstakes, ~~cost~~promotions, ofintellectual ~~compliance~~property ~~with~~ownership ~~such~~and ~~regulations~~infringement, ortrade ~~any~~secrets, ~~non-compliance~~export ~~could~~of ~~impose~~encryption ~~material~~technology, ~~costs~~acceptable oncontent usand quality of goods, and taxation, among others. Each of our ~~partners~~customer ~~and~~verticals ~~could~~is also subject us to ~~claims,~~various ~~government~~laws ~~enforcement~~and ~~actions~~regulations, ~~civil~~ and ~~criminal~~our ~~liability~~marketing oractivities ~~other~~on ~~remedies,~~behalf ~~including~~of ~~suspension~~our customers are also regulated. Many of ~~business~~these ~~operations,~~laws ~~which~~and ~~could~~regulations ~~negatively~~are ~~affect~~frequently ~~our~~changing orand ~~their~~can ~~business,~~be ~~marketing~~subject ~~practices~~to various interpretations and ~~budgets~~emphasis, and ~~could~~the ~~have~~extent aand ~~material~~evolution ~~and~~of ~~adverse~~future ~~effect~~government onregulation is uncertain. Keeping our business, ~~financial~~in ~~condition~~compliance with or bringing our business into compliance with new laws and regulations, ~~operating~~therefore, ~~results~~may be costly, ~~cash~~affect ~~flows~~our revenue and ~~prospects~~harm our financial results.

InWe ~~addition to the insurance regulatory framework, we and our third-party publishers~~ are subject to ~~many~~regulation ~~other laws and requirements, including federal, state and local laws and regulations~~ regarding ~~commercial email, telemarketing, search engines, internet tracking technologies, direct marketing,~~ data privacy and security, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, acceptable content and quality of goods, and taxation, among others. Each of our customer verticals is also subject to various laws and regulations, and our marketing activities on behalf of our customers are regulated. Many of these laws and regulations are frequently changing and can be subject to various interpretations and emphasis, and the extent and evolution of future government regulation is uncertain. Keeping our business in compliance with or bringing our business into compliance with new laws and regulations, therefore, may be costly, affect our revenue and harm our financial results.

We believe increased regulation may continue to occur in the area of data privacy and security, and laws and regulations applying to the solicitation, collection, retention, deletion, sharing, use and other processing of personal information. At the U.S. federal level, we are subject to ~~regulation~~the ~~regarding~~laws and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices (including with respect to data privacy and security).

We ~~believe~~are ~~increased~~or ~~regulation~~ may ~~continue~~in tothe ~~occur~~future inbecome ~~the~~subject ~~area~~to ofstate data privacy ~~and~~laws ~~security~~including, ~~and~~but ~~laws~~not ~~and~~limited ~~regulations~~to, ~~applying~~the CCPA. The CCPA requires covered businesses to, ~~the~~among ~~solicitation~~other things, provide disclosures to California residents about their data collection, ~~retention~~use, ~~deletion~~sharing and processing practices and, ~~sharing~~with limited business exceptions, ~~use~~the CCPA affords such individuals various rights with respect to their personal information, including to request deletion of personal information collected about them and ~~other~~to ~~processing~~opt-out of certain personal information. Atselling ~~the~~and Usharing practices.S. ~~federal~~A ~~level~~number of other states have enacted, weor are ~~subject~~considering toenacting, ~~the~~broad data privacy laws. ~~and~~In ~~regulations~~addition, ~~promulgated~~laws ~~under~~in ~~the~~all ~~authority~~50 ofU.S. ~~the~~states ~~Federal~~require ~~Trade~~businesses ~~Commission,~~to ~~which~~provide ~~regulates~~notice ~~unfair~~under orcertain ~~deceptive~~circumstances ~~acts~~to orconsumers ~~practices~~whose ~~(including~~sensitive ~~with~~personal ~~respect~~information tohas ~~data~~been ~~privacy~~disclosed ~~and~~as ~~security)~~a result of a data breach.

WeForeign ~~are or may in the future become subject to state data privacy~~ laws ~~including,~~and ~~but~~regulations ~~not~~such ~~limited to, the California Consumer Privacy Act of 2018,~~ as ~~amended by~~ the ~~California~~United ~~Privacy~~Kingdom ~~Rights~~General ~~Act~~Data ofProtection ~~2020~~Regulation, or ~~collectively,~~UK ~~the CCPA. The CCPA requires covered businesses to~~GDPR, ~~among~~may ~~other~~also ~~things,~~apply ~~provide disclosures~~ to ~~California~~our ~~residents~~Northern ~~about~~Ireland ~~their~~operations ~~data collection, use, sharing~~ and ~~processing~~employees. ~~practices~~The ~~and,~~UK ~~with~~GDPR ~~limited~~includes ~~business~~a ~~exceptions,~~range ~~the CCPA affords such individuals various rights with respect to their personal information, including to request deletion~~ of ~~personal~~compliance ~~information~~obligations ~~collected about them~~ and topenalties ~~opt~~for non-~~out~~compliance ofthat ~~certain personal information selling and sharing practices. A number of other states have enacted, or~~ are ~~considering enacting, broad data privacy laws~~significant. In addition, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose sensitive personal information has been disclosed as a result of a data breach.

~~Foreign~~Additionally, we are and in the future may become, subject to various other obligations relating to data privacy and security, including industry standards, external and internal policies, contracts and other obligations, and other potential laws and regulations ~~such~~including those relating to cybersecurity and the use of AI in products or services by federal and state regulators, as well as the ~~United~~adoption ~~Kingdom~~of ~~General~~industry ~~Data~~guiding ~~Protection~~principles ~~Regulation~~for cybersecurity and the use of AI, such as by the National Association of Insurance Commissioners, or UKNAIC. ~~GDPR~~Existing and new data privacy and security laws and regulations could affect, and may ~~also~~result ~~apply~~in significant expenditures to ensure, our ~~Northern~~ability ~~Ireland~~to ~~operations~~store, use, share and ~~employees.~~otherwise ~~The~~process UKpersonal ~~GDPR~~information ~~includes~~in aaccordance ~~range~~with applicable laws and regulations. The cost of compliance ~~obligations~~with ~~and~~new ~~penalties~~or ~~for~~existing ~~non-compliance~~regulations ~~that~~could ~~are~~impose significant costs on our business, which could materially adversely affect our business, financial condition or results of operations.

~~Additionally,~~We we are ~~and in the future may become,~~ subject to ~~various~~regulation ~~other~~regarding ~~obligations~~telemarketing ~~relating to data privacy~~ and ~~security,~~text ~~including~~message ~~industry~~marketing standards, external and internal policies, contracts and other obligations, and other potential laws and regulations including those relating to cybersecurity and the use of AI in products or services by federal and state regulators, as well as the adoption of industry guiding principles for cybersecurity and the use of AI, such as by the National Association of Insurance Commissioners, or NAICcampaigns. Existing and new data privacy and security laws and regulations could affect, and may result in significant expenditures to ensure, our ability to store, use, share and otherwise process personal information in accordance with applicable laws and regulations. The cost of compliance with new or existing regulations could impose significant costs on our business, which could materially adversely affect our business, financial condition or results of operations.

17In connection with our telemarketing campaigns to generate traffic for our customers, we are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the TCPA, which requires prior express written consent for certain types of telemarketing calls. Our efforts to comply with the TCPA have not had a material impact on traffic conversion rates. However, depending on future traffic and product mix, the TCPA could potentially have a material effect on our revenue and profitability, including increasing our and our customers’ exposure to enforcement actions and litigation. TCPA regulations have resulted in increased individual and class action litigation against marketing companies for alleged TCPA violations. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the FCC or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Additionally, we generate inquiries from users that provide a phone number, and a significant amount of revenue comes from calls made by our internal call centers as well as, in some cases, by third-party publishers’ call centers. We also purchase a portion of inquiry data from third-party publishers, including our verified partner network, and cannot guarantee that these third parties will comply with applicable laws and regulations. Any failure by us or the third-party publishers on which we rely for telemarketing, email marketing, and other performance marketing activities to adhere to or successfully implement appropriate processes and procedures in response to existing laws and regulations and changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, our customers may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implemented to comply with the new regulations. These decisions may negatively affect our revenue or profitability.

~~Table~~Changes ofin ~~Contents~~regulations, or the regulatory environment, applicable to us or our media sources, third party publishers or customers could also have a material adverse effect on our business. New rules could have a material adverse impact on our media sources and

~~We are subject to regulation regarding telemarketing and robotexting marketing campaigns.~~17

InTable connection with our telemarketing campaigns to generate traffic for our customers, we are subject to various state and federal laws regulating telemarketing communications (including SMS or text messaging), including the TCPA, which requires prior express written consent for certain types of telemarketing calls. Our efforts to comply with the TCPA have not had a material impact on traffic conversion rates. However, depending on future traffic and product mix, it could potentially have a material effect on our revenue and profitability, including increasing our and our customers’ exposure to enforcement actions and litigation. TCPA regulations have resulted in an increase in individual and class action litigation against marketing companies for alleged TCPA violations. TCPA violations can result in significant financial penalties, including penalties or criminal fines imposed by the FCC or fines of up to $1,500 per violation imposed through private litigation or by state authorities. Additionally, we generate inquiries from users that provide a phone number, and a significant amount of revenue comes from calls made by our internal call centers as well as, in some cases, by third-party publishers’ call centers. We also purchase a portion of inquiry data from third-party publishers, including our verified partner network, and cannot guarantee that these third parties will comply with applicable laws and regulations. Any failure by us or the third-party publishers on which we rely for telemarketing, email marketing, and other performance marketing activities to adhere to or successfully implement appropriate processes and procedures in response to existing laws and regulations and changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, our customers may make business decisions based on their own experiences with the TCPA regardless of our products and the changes we implemented to comply with the new regulations. These decisions may negatively affect our revenue or profitability. Contents

~~Changes in regulations, or the regulatory environment, applicable to us or~~ our ~~media sources, third party publishers or~~ customers ~~could~~due ~~also have a material adverse effect on our business. For example, on January 26, 2024, the FCC published regulations furthering what it has characterized as its “multi-pronged approach~~ to ~~unwanted~~decreased ~~and~~inquiry ~~illegal calls.” New rules were adopted concerning so-called “robotexting~~volume,” which include requirements for blocking texts from “red flagged” numbers, codifying Do-Not-Call rules for text messages, and encouraging an opt-in approach for mobile carrier delivery of email-to-text messages. The new rules also close what the Commission refers to as the “lead generator loophole” by requiring “one-to-one consent” for calls or texts subject to the TCPA prohibition on calls or texts made using an automatic telephone dialing system or pre-recorded/artificial voice messages to wireless or residential numbers absent consent or an emergency purpose. Under the new rule, a separate consent must be obtained from a consumer for each seller to make calls or send texts covered by the wireless or residential number prohibition. As part of its adoption of the new lead generator provision, the Commission also further tightened consent requirements for all telemarketing calls and texts to wireless or residential numbers subject to the wireless or residential number prohibition. The new rules could have a material adverse impact on our media sources and our customers due to increased costs, technological compliance challenges and additional legal risks, including potential liabilities or claims relating to compliance. Decreased participation in online advertising by our media sources or customers as a result of ~~the~~regulatory ~~proposed~~changes ~~rules~~ could have a material adverse impact on our business, results of operation and financial condition, as it may reduce the availability to us of qualified inquiries. Additionally, ~~the FCC’s new rules, and other~~ future changes in laws or regulations may increase our compliance costs, and any failure by us or our media sources or customers to comply with such laws or regulations may subject us to significant liabilities.

We are subject to regulation regarding email marketing campaigns.

In connection with our email campaigns to generate traffic for our customers, we are subject to various state and federal laws regulating commercial email communications, including the federal CAN-SPAM Act. If we or any of our third-party publishers fail to comply with any provisions of these laws or regulations, we could be subject to regulatory investigation, enforcement actions and litigation, as well as indemnification obligations with respect to our customers. Any negative outcomes from such regulatory actions or litigation, including monetary penalties or damages, could have a material adverse effect on our financial condition, results of operation and reputation.

We may become subject to litigation, audit or investigation, which could result in financial liability, fines and penalties, restrictions on our operations or reputational damage.

Violations or alleged violations of laws and regulations, or any such obligations, by us, our third-party publishers, our customers or our third-party service providers on which we rely to process personal information on our behalf, could result in enforcement actions, litigation, damages, fines, criminal prosecution, unfavorable publicity, and restrictions on our ability to operate, any of which could have a material adverse effect on our business, financial condition and results of operations. In addition, new laws or regulations (including amendments thereof or changes in enforcement of existing laws or regulations applicable to us or our customers) could affect the activities or strategies of us or our customers and, therefore, lead to reductions in their level of business with us or otherwise impact our business. We may also become subject to audits, inquiries, investigations, claims of non-compliance or lawsuits by federal and state governmental agencies, regulatory agencies, attorneys general and other governmental or regulatory bodies, any of whom may allege violations of legal and regulatory requirements. For our dispositioned assets or businesses, we retain certain liabilities or obligations in connection with our pre-closing actions or omissions, contractual or otherwise. If any audits, inquiries, investigations, claims of non-compliance and lawsuits by federal and state governmental agencies, regulatory agencies, attorneys general and other governmental or regulatory bodies are unfavorable to us, we may be required to pay monetary fines or penalties or have restrictions placed on our business, which could materially adversely affect our business, financial condition, results of operations and cash flows.

18Risks Related to Our Intellectual Property

~~Table~~We ofmay ~~Contents~~not be able to adequately protect our intellectual property rights.

~~claims~~Our business depends on our intellectual property, the protection of ~~non-compliance~~which ~~and~~is ~~lawsuits~~crucial byto ~~federal~~the ~~and~~success ~~state~~of ~~governmental~~our ~~agencies,~~business. ~~regulatory~~We ~~agencies~~rely on a combination of trademark, ~~attorneys~~trade ~~general~~secret and ~~other~~copyright ~~governmental~~law orand ~~regulatory~~contractual ~~bodies~~restrictions ~~are~~to ~~unfavorable~~protect toour usintellectual property. In addition, we ~~may~~attempt beto ~~required~~protect our intellectual property, technology and confidential information by requiring our employees and consultants to ~~pay~~enter ~~monetary~~into ~~fines~~confidentiality orand ~~penalties~~assignment orof ~~have~~inventions ~~restrictions~~agreements ~~placed~~and onthird parties to enter into nondisclosure agreements as we deem appropriate. Despite our ~~business~~efforts to protect our proprietary rights, ~~which~~unauthorized ~~could~~parties ~~materially~~may ~~adversely~~attempt ~~affect~~to copy aspects of our ~~business~~website features, ~~financial~~software ~~condition,~~and ~~results~~functionality ofor ~~operations~~obtain and ~~cash~~use ~~flows~~information that we consider proprietary.

~~Risks~~We ~~Related~~may not be able to ~~Our~~discover ~~Intellectual~~or ~~Property~~determine the extent of any unauthorized use or infringement or violation of our intellectual property or proprietary rights. Third parties also may take actions that diminish the value of our proprietary rights or our reputation. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Such litigation could be costly, time-consuming and distracting to management, result in a diversion of resources, the impairment or loss of portions of our intellectual property and could materially adversely affect our business, financial condition and operating results. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, or may be inadequate to protect our intellectual property. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property. Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours. Others also may independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.

~~We may not be able to adequately protect our intellectual property rights.~~ 18

~~Our~~Table ~~business depends on our intellectual property, the protection~~ of which is crucial to the success of our business. We rely on a combination of trademark, trade secret and copyright law and contractual restrictions to protect our intellectual property. In addition, we attempt to protect our intellectual property, technology and confidential information by requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements as we deem appropriate. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our website features, software and functionality or obtain and use information that we consider proprietary. Contents

WeCompetitors may ~~not~~adopt beservice ~~able~~names similar to ~~discover~~ours, orthereby ~~determine~~harming ~~the~~our ~~extent~~ability ofto ~~any~~build ~~unauthorized~~brand ~~use~~identity orand ~~infringement~~possibly orleading ~~violation~~to ofuser ~~our~~confusion. ~~intellectual~~In ~~property~~addition, orthere ~~proprietary~~could ~~rights.~~be ~~Third~~potential ~~parties~~trade ~~also~~name ~~may~~or ~~take~~trademark ~~actions~~infringement ~~that~~claims ~~diminish~~brought ~~the~~by ~~value~~owners of ~~our~~other ~~proprietary~~registered ~~rights~~trademarks or ~~our~~trademarks ~~reputation.~~that ~~The~~incorporate ~~protection~~variations of ~~our intellectual property may require~~ the ~~expenditure~~term ~~of significant financial and managerial resources~~“EverQuote.” ~~Litigation~~We ~~may~~currently behold ~~necessary in~~ the ~~future~~“everquote.com” tointernet ~~enforce~~domain ~~our~~name ~~intellectual~~as ~~property~~well ~~rights,~~as tovarious ~~protect~~other ~~our~~related ~~trade~~domain ~~secrets,~~names. toThe ~~determine~~regulation ~~the~~of ~~validity~~domain ~~and~~names ~~scope~~in of the ~~proprietary~~United ~~rights~~States ofis ~~others~~subject or to ~~defend against claims of infringement or invalidity~~change. ~~Such~~Regulatory ~~litigation~~bodies could beestablish ~~costly,~~additional ~~time~~top-~~consuming~~level ~~and distracting to management~~domains, ~~result~~appoint inadditional adomain ~~diversion~~name ~~of resources~~registrars, ~~the impairment~~ or ~~loss~~modify ofthe ~~portions~~requirements offor ~~our~~holding ~~intellectual~~domain ~~property and could materially adversely affect our business, financial condition and operating results~~names. ~~Furthermore,~~As ~~our~~a ~~efforts to enforce our intellectual property rights may be met with defenses~~result, ~~counterclaims~~we ~~and countersuits attacking the validity and enforceability of our intellectual property rights, or~~ may ~~be inadequate to protect our intellectual property. We will~~ not be able to ~~protect~~acquire ~~our intellectual property if we are unable to enforce our rights~~ or ifmaintain weall dodomain ~~not~~names ~~detect~~that ~~unauthorized~~ use ofthe ~~our~~name ~~intellectual property~~EverQuote. Despite our precautions, it may be possible for unauthorized third parties to use information that we regard as proprietary to create product offerings that compete with ours. We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or other intellectual property rights, which could materially adversely affect our business, financial condition and operating results.

Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of the term “EverQuote.” We currently ~~hold~~generate ~~the~~revenue ~~“everquote.com”~~only ~~internet domain name as well as various other related domain names. The regulation of domain names~~ in the United States. isTo ~~subject~~the toextent ~~change.~~that ~~Regulatory~~we ~~bodies~~determine ~~could~~to ~~establish~~expand ~~additional~~our ~~top-level~~business ~~domains~~internationally, ~~appoint~~we ~~additional~~will ~~domain~~encounter ~~name~~additional ~~registrars~~risks, orincluding ~~modify the requirements for holding domain names. As a result~~different, weuncertain ~~may not be able to acquire~~ or ~~maintain~~more ~~all~~stringent ~~domain~~laws ~~names~~relating ~~that~~to ~~use~~intellectual ~~the~~property ~~name~~rights ~~EverQuote.~~and protection.

We ~~currently~~may ~~generate revenue only~~ in the ~~United~~future ~~States.~~be Tosubject ~~the extent that we determine~~ to ~~expand~~intellectual ~~our~~property ~~business internationally~~disputes, wewhich ~~will~~are ~~encounter~~costly ~~additional~~to ~~risks,~~defend ~~including~~and ~~different,~~could ~~uncertain~~harm orour ~~more~~business ~~stringent laws relating to intellectual property rights~~ and ~~protection~~operating results.

WeFrom time to time we have faced and may incontinue to face allegations or claims that we have infringed the ~~future~~trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or non-practicing entities. Such claims, regardless of their merit, could result in litigation or other proceedings and could require us to expend significant financial resources and attention by our management and other personnel that otherwise would be ~~subject~~focused on our business operations, result in injunctions against us that prevent us from using material intellectual property rights, or require us to pay damages to third parties. Patent and other intellectual property ~~disputes~~litigation may be protracted and expensive, ~~which~~and the results are ~~costly~~difficult to ~~defend~~predict and ~~could~~may ~~harm~~result in significant settlement costs or require us to stop offering some features, or purchase licenses or modify our ~~business~~products and ~~operating~~features ~~results~~while we develop non-infringing substitutes, but such licenses may not be available on terms acceptable to us or at all, which would require us to develop alternative intellectual property.

~~From~~Even ~~time~~if tothese ~~time~~matters wedo ~~have~~not faced and may continue to face allegations or claims that we have infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from our competitors or non-practicing entities. Such claims, regardless of their merit, could result in litigation or ~~other~~are ~~proceedings~~resolved ~~and~~in ~~could~~our ~~require~~favor usor towithout ~~expend~~ significant ~~financial~~cash ~~resources and attention by our management and other personnel that otherwise would be focused on our business operations~~settlements, ~~result~~these ~~in injunctions against us that prevent us from using material intellectual property rights~~matters, ~~or require us to pay damages to third parties. Patent~~ and ~~other~~the ~~intellectual~~time ~~property litigation may be protracted~~ and ~~expensive,~~resources ~~and~~necessary ~~the results are difficult~~ to ~~predict~~litigate ~~and may result in significant settlement costs~~ or ~~require~~resolve ~~us to stop offering some features~~them, orcould ~~purchase~~harm ~~licenses or modify~~ our ~~products and features while we develop non-infringing substitutes~~business, ~~but~~our ~~such~~operating ~~licenses~~results ~~may~~and ~~not~~our ~~be available on terms acceptable to us or at all, which would require us to develop alternative intellectual property~~reputation.

~~Even~~As ifour ~~these~~business ~~matters~~expands, dowe ~~not~~may ~~result~~be insubject ~~litigation~~to intellectual property claims against us with increasing frequency, scope and magnitude. We may also be obligated to indemnify affiliates or other partners who are ~~resolved~~accused inof ~~our~~violating ~~favor~~third parties’ intellectual property rights by virtue of those affiliates or ~~without~~partners’ ~~significant~~agreements ~~cash~~with ~~settlements~~us, ~~these~~and ~~matters,~~this could increase our costs in defending such claims and ~~the~~our ~~time~~damages. For example, many of our agreements with insurance providers and ~~resources~~other ~~necessary~~partners require us to ~~litigate~~indemnify orthese ~~resolve~~entities ~~them~~against third-party intellectual property infringement claims. Furthermore, such insurance providers and partners may discontinue their relationship with us either as a result of injunctions or otherwise. The occurrence of these results could harm our ~~business,~~brand or materially adversely affect our ~~operating~~business, ~~results~~financial position and ~~our~~operating ~~reputation~~results.

19Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

~~Table~~In order to protect our technologies and processes, we rely in part on confidentiality agreements with our employees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of ~~Contents~~confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases we may not be able to assert our trade secret rights against such parties. To the extent that our employees, contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights to related or resulting know-how and inventions. The loss of confidential information or intellectual property rights, including trade secret protection, could make it easier for third parties to compete with our products. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation and competitive position.

As our business expands, we may be subject to intellectual property claims against us with increasing frequency, scope and magnitude. We may also be obligated to indemnify affiliates or other partners who are accused of violating third parties’ intellectual property rights by virtue of those affiliates or partners’ agreements with us, and this could increase our costs in defending such claims and our damages. For example, many of our agreements with insurance providers and other partners require us to indemnify these entities against third-party intellectual property infringement claims. Furthermore, such insurance providers and partners may discontinue their relationship with us either as a result of injunctions or otherwise. The occurrence of these results could harm our brand or materially adversely affect our business, financial position and operating results.19

~~Confidentiality~~Table ~~agreements with employees and others may not adequately prevent disclosure~~ of ~~trade secrets and other proprietary information.~~ Contents

InOur order to protect our technologies and processes, we rely in part on confidentiality agreements with our employees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of confidential information, including trade secrets, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information, and in such cases we may not be able to assert our trade secret rights against such parties. To the extent that our employees, contractors or other third parties with whom we do business use ~~intellectual property owned by others in their work for us, disputes may arise as to the rights to related or resulting know-how and inventions. The loss~~ of ~~confidential~~“open ~~information~~source” orsoftware ~~intellectual property rights, including trade secret protection,~~ could ~~make~~adversely itaffect ~~easier for third parties to compete with~~ our ~~products. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our~~ ability to ~~enforce~~protect our ~~trade~~proprietary ~~secret~~software and ~~intellectual~~subject ~~property~~us ~~rights. Costly and time-consuming litigation could be necessary~~ to ~~enforce~~possible and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our business, results of operations, reputation and competitive positionlitigation.

~~Our~~We use open source software in connection with our software development. From time to time, companies that use open source software have faced claims challenging the use of “open source” software or compliance with open source license terms. We could ~~adversely~~be ~~affect~~subject ~~our~~to ~~ability~~suits by parties claiming ownership of what we believe to ~~protect~~be ~~our~~open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor our use of open source software and ~~subject~~try to ensure that none is used in a manner that would require us to ~~possible~~disclose ~~litigation~~our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop services that are similar to or better than ours.

WeTaxing ~~use~~authorities ~~open~~may ~~source~~assert ~~software in connection with our software development. From time to time, companies~~ that ~~use~~we ~~open~~should ~~source software~~ have ~~faced~~collected ~~claims challenging the use of open source software~~ or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software, or claiming non-compliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in ~~some circumstances could include valuable proprietary code of~~ the ~~user.~~future ~~While~~should wecollect monitor our use of open source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreementsales, ~~such~~ use ~~could inadvertently occur~~, invalue ~~part~~added ~~because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code~~ or ~~pay~~similar ~~damages~~taxes, ~~for~~and ~~breach~~we ~~of contract~~ could be ~~harmful~~subject to ~~our~~liability ~~business,~~with ~~results~~respect ofto ~~operations~~past or ~~financial~~future ~~condition~~sales, ~~and~~which could ~~help~~adversely affect our ~~competitors~~operating ~~develop services that are similar to or better than ours~~results.

~~Taxing~~We ~~authorities~~do ~~may~~not ~~assert~~collect sales, use, value added or similar taxes in jurisdictions in which we have sales, and we believe that such taxes are not applicable, either because we ~~should~~do not have ~~collected~~the orrequisite inamount of contacts with the ~~future~~state ~~should~~for ~~collect~~the ~~sales~~state to be able to impose these taxes or our products and services are not subject to these taxes. Sales, use, value added orand similar ~~taxes,~~tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could beresult ~~subject~~in totax ~~liability~~assessments, ~~with~~penalties ~~respect~~and interest, to ~~past~~us or our end-customers for the past amounts, and we may be required to collect such taxes in the future. ~~sales~~If we are unsuccessful in collecting such taxes from our end-customers, ~~which~~we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results. For example, in 2019, we were contacted by a representative from a state’s tax assessor’s office requesting remittance of uncollected sales taxes. While the state tax assessor’s office completed its audit for the period under review and concluded that there were no taxes due, there can be no assurances that we will prevail with respect to our tax positions in the future.

WeRisks doRelated not collect sales, use, value added or similar taxes in jurisdictions in which we have sales, and we believe that such taxes are not applicable, either because we do not have the requisite amount of contacts with the state for the state to beOur ~~able~~Class toA ~~impose~~Common ~~these~~Stock taxes or our products and services are not subject to these taxes. Sales, use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end-customers for the past amounts, and we may be required to collect such taxes in the future. If we are unsuccessful in collecting such taxes from our end-customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results. For example, in 2019, we were contacted by a representative from a state’s tax assessor’s office requesting remittance of uncollected sales taxes. While the state tax assessor’s office completed its audit for the period under review and concluded that there were no taxes due, there can be no assurances that we will prevail with respect to our tax positions in the future.

~~Risks~~An ~~Related~~active totrading ~~Our~~market for our Class A ~~Common~~common ~~Stock~~stock may not be sustained.

AnIn ~~active~~2024, the average trading ~~market~~volume ~~for~~of our Class A common stock on the Nasdaq Global Market was 473,487. Given the limited trading volume, there is a risk that an active trading market for our shares may not be sustained., which could put downward pressure on the market price of our Class A common stock and thereby affect the ability of our stockholders to sell their shares at attractive prices, at the times that they would like to sell them, or at all.

InThe ~~2023,~~market ~~the~~price ~~average trading volume~~ of our Class A common stock onhas ~~the~~been ~~Nasdaq Global Market was 381,450~~ and, ~~as of January 31, 2024, our market capitalization was $432.3 million. Given the limited trading volume and market capitalization, there is a risk that an active trading market for our shares~~ may ~~not~~continue to be ~~sustained~~volatile, which could ~~put~~result ~~downward~~in ~~pressure~~substantial onlosses ~~the~~for ~~market~~investors ~~price of our Class A common stock~~ and ~~thereby~~could ~~affect~~subject ~~the~~us ~~ability of our stockholders~~ to ~~sell~~securities ~~their~~class ~~shares~~action ~~at attractive prices, at the times that they would like to sell them, or at all~~litigation.

20The market price of our Class A common stock has been and could continue to be subject to significant fluctuations. For example, our Class A common stock traded within a range of a high price of $63.44 per share and a low price of $4.05 per share for the period beginning June 28, 2018, our first day of trading on the Nasdaq Global Market, through December 31, 2024. Some of the factors that may cause the market price of our Class A common stock to fluctuate include:

•

~~Table~~price ofand ~~Contents~~volume fluctuations in the overall stock market from time to time;

•

~~The~~volatility ~~market price of our Class A common stock has been and may continue to be volatile, which could result~~ in ~~substantial~~the ~~losses~~market ~~for~~price ~~investors~~ and ~~could~~trading ~~subject~~volume usof tocomparable ~~securities~~companies; ~~class action litigation.~~

•

~~The~~actual ~~market~~or ~~price~~anticipated ofchanges in our ~~Class~~earnings Aor ~~common stock has been and could continue to be subject to significant~~ fluctuations. ~~For~~in ~~example,~~ our ~~Class~~operating Aresults ~~common~~or ~~stock~~in ~~traded within a range of a high price of $63.44 per share and a low price of $4.05 per share for~~ the ~~period~~expectations ~~beginning June 28, 2018, our first day~~ of ~~trading~~securities onanalysts; ~~the Nasdaq Global Market, through December 31, 2023. Some of the factors that may cause the market price of our Class A common stock to fluctuate include:~~

•

~~price~~announcements ~~and~~of ~~volume~~new ~~fluctuations~~service inofferings, ~~the~~strategic ~~overall~~alliances ~~stock~~or ~~market~~significant ~~from~~agreements ~~time~~by tous ~~time~~or by our competitors;

•

~~volatility~~loss ~~in the market price and trading volume~~ of ~~comparable~~key ~~companies~~personnel;

•

~~actual~~litigation orinvolving ~~anticipated~~us ~~changes in our earnings~~ or ~~fluctuations~~that inmay ~~our~~be ~~operating~~perceived ~~results~~as orhaving inan ~~the~~adverse ~~expectations~~effect ofon ~~securities~~our ~~analysts~~business;

•

~~announcements~~changes ofin ~~new~~general ~~service offerings~~economic, ~~strategic~~industry ~~alliances~~and ormarket ~~significant~~conditions ~~agreements~~and ~~by us or by our competitors~~trends;

•

~~loss~~investors’ ofgeneral ~~key~~perception ~~personnel~~of us;

•

~~litigation~~sales ~~involving~~of uslarge orblocks ~~that~~of ~~may be perceived as having an adverse effect on~~ our ~~business~~stock; and

~~changes in general economic, industry and market conditions and trends;~~20

~~investors’~~Table ~~general perception~~ of ~~us;~~Contents

•

~~sales~~announcements ofregarding ~~large~~industry ~~blocks~~consolidation. ~~of our stock; and~~

~~announcements~~In ~~regarding~~addition, ~~industry~~equity ~~consolidation~~markets in general, and the equities of technology companies in particular, have experienced and may experience in the future, extreme price and volume fluctuations due to, among other factors, the actions of market participants or other actions outside of our control. Such price and volume fluctuations may adversely affect the market price of our common stock for reasons unrelated to our business or operating results.

In ~~addition~~the past, ~~equity~~following ~~markets~~periods inof ~~general,~~volatility ~~and~~in the ~~equities~~market price of ~~technology~~a ~~companies~~company’s ~~in particular~~securities, ~~have~~securities ~~experienced~~class ~~and~~action ~~may~~litigation ~~experience~~has inoften ~~the~~been ~~future,~~brought ~~extreme~~against ~~price~~that ~~and~~company. ~~volume~~For ~~fluctuations~~example, ~~due~~we ~~to,~~were ~~among~~subject ~~other~~to ~~factors,~~a ~~the~~class ~~actions~~action oflawsuit ~~market~~alleging ~~participants~~federal orsecurities ~~other~~law ~~actions~~violations ~~outside~~in ofconnection with our ~~control~~initial public offering. ~~Such~~Because ~~price~~of the past and ~~volume~~potential ~~fluctuations~~future volatility of our stock price, we may ~~adversely~~become ~~affect~~the target of additional securities litigation in the ~~market~~future. ~~price~~Securities oflitigation ~~our~~could ~~common~~result ~~stock~~in ~~for~~substantial ~~reasons~~costs ~~unrelated~~and todivert ~~our~~management’s ~~business~~attention orand ~~operating~~resources ~~results~~from our business.

InThe ~~the~~dual-class ~~past,~~structure ~~following~~of ~~periods~~our ofcommon ~~volatility~~stock inhas the ~~market~~effect ~~price~~ of aconcentrating ~~company’s~~voting ~~securities,~~control ~~securities~~with ~~class~~the ~~action~~holders ~~litigation~~of ~~has~~our ~~often~~Class ~~been~~B ~~brought~~common ~~against that company. For example~~stock, wewhich ~~were~~will ~~subject~~limit toor apreclude ~~class~~the ~~action~~ability ~~lawsuit~~of ~~alleging~~other ~~federal~~stockholders ~~securities~~to ~~law~~influence ~~violations~~corporate inmatters, ~~connection~~including ~~with~~the ~~our~~election ~~IPO. Because~~ of ~~the~~directors, ~~past~~amendments ~~and potential future volatility~~ of our ~~stock~~organizational ~~price,~~documents weand ~~may~~any ~~become~~merger, ~~the~~consolidation, ~~target~~sale of ~~additional~~all ~~securities~~or ~~litigation~~substantially inall ~~the~~of ~~future.~~our ~~Securities~~assets, ~~litigation~~or ~~could~~other ~~result~~major incorporate ~~substantial~~transaction ~~costs~~requiring ~~and~~stockholder ~~divert management’s attention and resources from our business~~approval.

~~The~~Our ~~dual-class~~Class ~~structure~~B ofcommon stock has 10 votes per share, and our Class A common stock has one vote per share. Our directors, executive officers and holders of more than 10% of our common stock, and their respective affiliates, held in the ~~effect~~aggregate approximately 60% of ~~concentrating~~the voting ~~control~~power of our capital stock as of January 31, 2025; and Link Ventures, directly or through a voting agreement, together with Cogo Labs, held in the ~~holders~~aggregate approximately 59% of the voting power of our capital stock as of that date. Because of the 10-to-one voting ratio between our Class B and Class A common stock, ~~which~~the holders of our Class B common stock collectively will ~~limit~~continue orto ~~preclude~~control a majority of the ~~ability~~combined voting power of ~~other~~our common stock and therefore be able to control all matters submitted to our stockholders for approval. This concentration of voting power will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. This may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. In addition, major stock index providers, such as FTSE Russell and S&P Dow Jones, exclude from their indices non-voting securities or the securities of companies with unequal voting rights. Exclusion from stock indices could make it more difficult, or impossible, for some fund managers to buy our Class A common stock, particularly in the case of index tracking mutual funds and exchange traded funds, which could adversely affect the trading liquidity and market price of our Class A common stock.

~~Our~~Future ~~Class~~transfers Bby ~~common~~holders ~~stock~~of ~~has 10 votes per share, and our~~ Class AB common stock ~~has~~will ~~one~~generally ~~vote~~result ~~per~~in ~~share.~~those ~~Our~~shares ~~directors,~~converting ~~executive~~to ~~officers~~Class ~~and~~A ~~holders of more than 10% of our~~ common stock, ~~and~~subject ~~their~~to ~~respective~~limited ~~affiliates~~exceptions, ~~held~~such ~~in the aggregate approximately 72% of the voting power of our capital stock~~ as ofcertain ~~January~~transfers ~~31,~~to ~~2024;~~trusts and ~~Link~~individual ~~Ventures,~~retirement ~~directly~~accounts. orIn ~~through a voting agreement~~addition, ~~together~~all ~~with~~shares ~~Cogo Labs, held in the aggregate approximately 71%~~ of ~~the~~Class ~~voting~~B ~~power~~common ~~of our capital~~ stock aswill ofbe ~~that~~required ~~date.~~to ~~Because~~convert ~~of the 10-~~to~~-one~~ ~~voting ratio between our~~ Class ~~B and Class~~ A common stock, upon the ~~holders~~election of ~~our Class B common stock collectively will continue to control~~ a majority ofby ~~the combined~~ voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval. This concentration of voting power will limit or preclude your ability to influence corporate matters for the ~~foreseeable~~outstanding ~~future,~~Class ~~including~~B ~~the~~common election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. This may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock ~~that you may feel are in your best interest as one of our stockholders~~. InThe ~~addition,~~conversion ~~major stock index providers, such as FTSE Russell and S&P Dow Jones, exclude from their indices non-voting securities or the securities~~ of ~~companies~~Class ~~with~~B ~~unequal~~common ~~voting rights. Exclusion from~~ stock ~~indices could make it more difficult, or impossible, for some fund managers~~ to ~~buy our~~ Class A common stock, ~~particularly~~will inhave the ~~case~~effect, ofover ~~index tracking mutual funds and exchange traded funds~~time, ~~which~~of ~~could~~increasing ~~adversely affect~~ the ~~trading~~relative ~~liquidity~~voting ~~and~~power ~~market~~of ~~price~~those holders of ~~our~~ Class AB common stock who retain their shares.

21Our status as a “controlled company” could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

~~Table~~More than 50% of ~~Contents~~our voting power is held by entities affiliated with Link Ventures. As a result, we are a “controlled company” under the rules of the Nasdaq Stock Market. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, will be exempt from certain corporate governance requirements, including requirements that:

•

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, subject to limited exceptions, such as certain transfers to trusts and individual retirement accounts. In addition, all shares of Class B common stock will be required to convert to Class A common stock upon the election of a majority ~~by voting power~~ of the ~~outstanding~~board ~~Class B common stock. The conversion~~ of ~~Class~~directors Bconsist ~~common stock to Class A common stock will have the effect, over time,~~ of ~~increasing~~independent ~~the~~directors; ~~relative voting power of those holders of Class B common stock who retain their shares.~~

•

~~Our~~director ~~status~~nominees asbe aselected ~~“controlled~~or ~~company”~~recommended ~~could~~for ~~make~~the ~~our~~board’s ~~Class~~selection Aby ~~common~~independent ~~stock~~directors ~~less~~constituting ~~attractive~~a tomajority ~~some~~of ~~investors~~the independent directors or ~~otherwise~~by ~~harm~~a ~~our~~nominations ~~stock~~committee ~~price.~~with prescribed duties and a written charter and comprised solely of independent directors; and

•

~~More~~the ~~than~~board ~~50%~~ of ~~our~~directors ~~voting~~maintain ~~power~~a iscompensation ~~held~~committee ~~by entities affiliated~~ with ~~Link~~prescribed ~~Ventures.~~duties Asand a ~~result,~~written wecharter ~~are~~and acomprised ~~“controlled~~solely ~~company” under the rules~~ of ~~the~~independent ~~Nasdaq Stock Market~~directors. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, will be exempt from certain corporate governance requirements, including requirements that:

~~a majority of the board of directors consist of independent directors;~~ 21

~~director~~Table ~~nominees be selected or recommended for the board’s selection by independent directors constituting a majority~~ of ~~the independent directors or by a nominations committee with prescribed duties and a written charter and comprised solely of independent directors; and~~Contents

~~the~~We ~~board~~have availed ourselves of ~~directors~~certain of these exemptions and, for so long as we qualify as a “controlled company,” we will maintain the option to utilize from time to time some or all of these exemptions. For example, we do not have a ~~compensation~~nominations committee, ~~with~~and ~~prescribed~~director ~~duties~~nominees ~~and~~might not be selected or recommended for the board’s selection by a ~~written~~qualifying ~~charter~~nominations committee or by independent directors constituting a majority of the independent directors, and, in the past, our compensation committee has not been comprised solely of independent directors. Accordingly, should the interests of Link Ventures differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Stock Market corporate governance standards. Our status as a controlled company could make our Class A common stock less attractive to some investors or otherwise harm our stock price.

WeA ~~have~~significant ~~availed~~portion ~~ourselves~~ of ~~certain~~our oftotal ~~these~~outstanding ~~exemptions~~shares ~~and,~~may for so long as we qualify as a “controlled company,” we will maintain the option to utilize from time to time some or all of these exemptions. For example, we do not have a nominations committee, and director nominees might not be ~~selected~~sold orinto ~~recommended for~~ the ~~board’s~~public ~~selection~~market byin ~~a qualifying nominations committee or by independent directors constituting a majority of~~ the ~~independent~~near ~~directors~~future, ~~and~~which ~~our~~could ~~compensation~~cause ~~committee is not comprised solely of independent directors. Accordingly, should~~ the ~~interests~~market ofprice ~~Link Ventures differ from those~~ of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq Stock Market corporate governance standards. Our status as a controlled company could make our Class A common stock ~~less attractive~~ to ~~some~~drop ~~investors~~significantly, oreven ~~otherwise~~if ~~harm~~ our ~~stock~~business ~~price~~is doing well.

AWe could sell a significant ~~portion~~number of ~~our~~shares ~~total~~of ~~outstanding~~our ~~shares~~Class ~~may~~A becommon ~~sold~~stock ~~into~~in the public market into ~~the~~raise ~~near~~additional ~~future~~capital or for other corporate purposes without stockholder approval at any time. In addition, ~~which~~our board of directors could ~~cause~~designate ~~the~~and ~~market~~sell ~~price~~a class of ~~our~~preferred stock with preferential rights over the Class A common stock with respect to ~~drop~~dividends ~~significantly,~~or ~~even~~other ifdistributions. We have an effective universal shelf registration statement on Form S-3 with the SEC that permits us to sell up to $150.0 million of any combination of our ~~business~~common isstock, ~~doing~~preferred ~~well~~stock, debt securities, warrants, rights or units from time to time and at prices and on terms that we may determine. Any sales under our universal shelf registration statement, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock.

WeIn ~~could~~addition ~~sell~~to ~~a significant number of shares of~~ our outstanding Class A common stock, inas ~~the~~of ~~public~~January ~~market~~31, to2025, ~~raise~~there ~~additional~~were ~~capital~~1,383,239 orshares ~~for~~of ~~other~~Class ~~corporate~~A ~~purposes~~common ~~without~~stock ~~stockholder~~subject ~~approval~~to atoutstanding ~~any~~options, ~~time. In addition~~127,974 ~~the~~shares ~~Board~~ of ~~Directors~~either ~~could~~Class ~~designate~~A ~~and~~common ~~sell~~stock aor ~~class~~Class ofB ~~preferred~~common stock ~~with~~subject ~~preferential~~to ~~rights~~outstanding ~~over~~options, ~~the~~2,393,121 shares of Class A common stock ~~with~~subject ~~respect~~ to ~~dividends~~outstanding orrestricted ~~other~~stock ~~distributions.~~unit Weawards, ~~are~~or ~~filing~~RSUs, aand ~~universal~~an ~~shelf~~additional ~~registration~~2,452,261 ~~statement~~shares onof ~~Form~~Class ~~S-3~~A ~~with~~common ~~the~~stock ~~SEC~~reserved ~~concurrently~~for ~~with~~future ~~the~~issuance ~~filing~~under ofour ~~this~~equity ~~Annual~~incentive ~~Report~~plan. onBecause ~~Form~~we ~~10-K,~~have ~~which~~registered ~~when declared effective~~19,287,307 ~~will~~shares ~~register~~of ~~for~~our ~~sale~~Class upA tocommon ~~$150.0~~stock ~~million~~and ofClass ~~any~~B ~~combination of our~~ common stock, ~~preferred~~that ~~stock,~~may ~~debt~~be ~~securities,~~issued ~~warrants,~~under ~~rights~~our orequity ~~units~~incentive ~~from~~plans ~~time~~pursuant to ~~time~~registration ~~and~~statements ~~at prices and~~ on ~~terms~~Form ~~that we may determine. Any sales under our universal shelf registration statement~~S-8, orany ~~the~~such ~~market~~shares ~~perception~~ that ~~the~~we ~~holders~~issue ofcan abe ~~large~~freely ~~number~~sold ofin ~~shares~~the ~~intend~~public tomarket ~~sell~~upon ~~shares~~issuance, ~~could~~subject ~~reduce~~to the ~~market~~restrictions ~~price~~imposed ofon our ~~Class~~affiliates Aunder ~~common~~Rule ~~stock~~144.

~~In addition to our outstanding Class A common stock~~Moreover, asholders of ~~January~~a ~~31,~~significant ~~2024,~~number ~~there were 1,896,102 shares~~ of ~~Class A common stock subject to outstanding options, 390,748~~ shares of ~~either~~our Class A common stock orand Class B common stock ~~subject~~as toof ~~outstanding~~January ~~options~~31, 22025,~~060,934~~ ~~shares~~have ofrights, ~~Class A common stock~~ subject to ~~outstanding~~certain ~~restricted~~conditions, ~~stock~~to ~~unit~~require ~~awards,~~us orto ~~RSUs,~~file ~~and~~registration anstatements ~~additional~~covering ~~1,816,303~~their shares ofor ~~Class~~to Ainclude ~~common~~their ~~stock reserved for future issuance under our equity incentive plan. Because we have registered 17,578,382~~ shares ofin ~~our~~registration ~~Class~~statements ~~A common stock and Class B common stock~~ that we may befile ~~issued~~for ~~under~~ourselves ~~our~~or ~~equity~~other ~~incentive~~stockholders. ~~plans~~Upon ~~pursuant to~~ registration ~~statements on Form S-8~~, ~~any~~ such shares ~~that~~would webe ~~issue~~able ~~can~~to be freely sold in the public market ~~upon issuance, subject to the restrictions imposed on our affiliates under Rule 144~~.

~~Moreover,~~Anti-takeover ~~holders~~provisions ofin aour ~~significant~~restated ~~number~~certificate of ~~shares~~incorporation ofand our ~~Class~~amended ~~A common stock~~ and ~~Class~~restated Bbylaws, ~~common~~as ~~stock~~well as provisions of ~~January~~Delaware 31law, ~~2024,~~might ~~have rights~~discourage, ~~subject~~delay toor ~~certain~~prevent ~~conditions,~~a tochange ~~require~~in uscontrol toof ~~file~~our ~~registration~~company ~~statements covering their shares~~ or tochanges ~~include their shares~~ in ~~registration~~our ~~statements~~management ~~that~~and, ~~we may file for ourselves or other stockholders. Upon registration~~therefore, ~~such~~depress ~~shares~~the ~~would~~trading beprice ~~able~~of toour beClass ~~freely~~A ~~sold~~common ~~in the public market~~stock.

22Our restated certificate of incorporation and amended and restated bylaws and Delaware law contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our Class A common stock. These provisions may also prevent or delay attempts by our stockholders to replace or remove our management or directors. Our corporate governance documents include provisions:

•

~~Table~~providing that directors may be removed by stockholders only for cause and only with a vote of ~~Contents~~the holders of shares representing a majority of the voting power of all shares that stockholders would be entitled to vote for the election of directors;

•

~~Anti-takeover~~limiting ~~provisions~~the inability ~~our restated certificate~~ of ~~incorporation~~our ~~and~~stockholders ~~our~~to ~~amended~~call and ~~restated~~bring ~~bylaws,~~business asbefore ~~well~~special asmeetings ~~provisions~~ of ~~Delaware~~stockholders ~~law,~~and ~~might~~to ~~discourage,~~take ~~delay~~action orby ~~prevent~~written aconsent ~~change~~ in ~~control~~lieu of ~~our~~a ~~company or changes in our management and, therefore, depress the trading price of our Class A common stock.~~ meeting;

•

~~Our~~requiring ~~restated~~advance ~~certificate~~notice of ~~incorporation~~stockholder ~~and~~proposals ~~amended~~for ~~and~~business ~~restated~~to ~~bylaws~~be ~~and~~conducted ~~Delaware~~at ~~law~~meetings ~~contain~~of ~~provisions~~our ~~that may discourage, delay or prevent a merger, acquisition or other change in control that~~ stockholders ~~may~~and ~~consider favorable, including transactions in which you might otherwise receive a premium~~ for ~~your~~nominations ~~shares~~ of ~~our~~candidates ~~Class~~for Aelection ~~common stock. These provisions may also prevent or delay attempts by our stockholders~~ to ~~replace or remove~~ our ~~management~~board orof directors~~. Our corporate governance documents include provisions:~~;

•

~~providing~~authorizing ~~that~~blank ~~directors~~check ~~may~~preferred bestock, ~~removed~~which bycould ~~stockholders~~be ~~only~~issued ~~for cause and only~~ with ~~a vote of the holders of shares representing a majority of the~~ voting, ~~power~~liquidation, ofdividend ~~all~~and ~~shares~~other ~~that~~rights ~~stockholders~~superior ~~would be entitled~~ to ~~vote~~our ~~for~~Class ~~the~~A ~~election~~common ~~of directors~~stock; and

•

limiting the ~~ability~~liability of, ~~our stockholders to call~~ and ~~bring~~providing ~~business~~indemnification ~~before~~to, ~~special~~our ~~meetings~~directors ~~of stockholders~~ and ~~to take action by written consent in lieu of a meeting;~~officers.

~~requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;~~22

~~authorizing~~Table ~~blank~~of ~~check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A common stock; and~~Contents

~~limiting~~As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the ~~liability~~Delaware General Corporation Law, which limits the ability of stockholders holding shares representing more than 15% of the voting power of our outstanding voting stock from engaging in certain business combinations with us, unless the interested stockholder attained such status with the approval of our board of directors or unless the business combination is approved in a prescribed manner. Any provision of our restated certificate of incorporation or amended and ~~providing~~restated ~~indemnification~~bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to, receive a premium for their shares of our ~~directors~~Class A common stock, and ~~officers~~could also affect the price that some investors are willing to pay for our Class A common stock.

AsThe aexistence ~~Delaware corporation, we are also subject to provisions~~ of ~~Delaware law, including Section 203 of~~ the ~~Delaware~~foregoing ~~General~~provisions ~~Corporation~~and ~~Law,~~anti-takeover ~~which~~measures ~~limits~~could ~~the~~limit ~~ability of stockholders holding shares representing more than 15% of~~ the ~~voting~~price ~~power~~that ofinvestors ~~our~~might ~~outstanding~~be ~~voting~~willing ~~stock~~to ~~from~~pay ~~engaging~~ in ~~certain business combinations with us, unless~~ the ~~interested~~future ~~stockholder~~for ~~attained~~shares ~~such status with the approval~~ of our ~~board~~Class ofA ~~directors~~common orstock. ~~unless~~They ~~the~~could ~~business~~also ~~combination~~deter ispotential ~~approved~~acquirers ~~in a prescribed manner. Any provision~~ of our ~~restated~~company, ~~certificate~~thereby ofreducing ~~incorporation~~the orlikelihood ~~amended and restated bylaws or Delaware law~~ that ~~has~~you ~~the effect of delaying or deterring a change in control~~ could ~~limit the opportunity for our stockholders to~~ receive a premium for ~~their~~your ~~shares of our~~ Class A common stock, ~~and~~in ~~could~~an ~~also affect the price that some investors are willing to pay for our Class A common stock~~acquisition.

~~The~~Our ~~existence~~restated certificate of incorporation provides that the ~~foregoing~~Court ~~provisions~~of ~~and~~Chancery ~~anti-takeover~~of ~~measures~~the ~~could~~State ~~limit~~of Delaware is the ~~price~~sole and exclusive forum for substantially all disputes between us and our stockholders. Our restated certificate of incorporation further provides that ~~investors~~the ~~might~~federal bedistrict ~~willing~~courts toof ~~pay~~the inUnited States of America are the ~~future~~sole and exclusive forum for ~~shares~~the resolution of ~~our~~any ~~Class~~complaint Aasserting ~~common~~a ~~stock.~~cause ~~They~~of ~~could~~action ~~also~~arising ~~deter~~under ~~potential~~the ~~acquirers~~Securities Act. These choice of ~~our~~forum ~~company,~~provisions ~~thereby~~could ~~reducing~~limit the ~~likelihood~~ability ~~that~~of ~~you~~stockholders ~~could~~to ~~receive~~obtain a ~~premium~~favorable judicial forum for ~~your~~disputes ~~Class~~with Aus ~~common~~or ~~stock~~our indirectors, anofficers ~~acquisition~~or employees.

Our restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is(or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for ~~substantially~~(1) ~~all~~any ~~disputes~~derivative ~~between~~action or proceeding brought on behalf of our company, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of our company to us ~~and~~or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery or (4) any action asserting a claim governed by the internal affairs doctrine. Our restated certificate of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America ~~are~~shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act. ~~These~~In ~~choice~~Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court, reversing the Delaware Court of Chancery, held that such federal forum selection provisions ~~could~~are ~~limit~~“facially valid” under Delaware law, although there is uncertainty as to whether courts in other states will enforce these provisions and we may incur additional costs of litigation should such enforceability be challenged. Although some courts have disagreed, at least one federal circuit court of appeals has ruled that a bylaw provision requiring all derivative actions be brought in Delaware state court was enforceable with respect to claims under Section 14(a) of the ~~ability~~Exchange Act. These choice of ~~stockholders~~forum provisions may limit a stockholder’s ability to ~~obtain~~bring a ~~favorable~~claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.

~~Our~~ITEM restated certificate of incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of our company, (2) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee or stockholder of our company to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery or (4) any action asserting a claim governed by the internal affairs doctrine1B. ~~Our~~UNRESOLVED ~~restated~~STAFF ~~certificate~~COMMENTS of incorporation further provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act. In Salzberg v. Sciabacucchi, No. 346, 2019 (Del. Mar. 18, 2020), the Delaware Supreme Court, reversing the Delaware Court of Chancery, held that such federal forum selection provisions are “facially valid” under Delaware law, although there is uncertainty as to whether courts in other states will enforce these provisions and we may incur additional costs of litigation should such enforceability be challenged. Although some courts have disagreed, at least one federal circuit court of appeals has ruled that a bylaw provision requiring all derivative actions be brought in Delaware state court was enforceable with respect to claims under Section 14(a) of the Exchange Act. These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an

23None.

~~Table of Contents~~23

~~action,~~Table weof ~~may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and operating results.~~Contents

ITEM 1B1C. ~~UNRESOLVED STAFF COMMENTS~~ CYBERSECURITY

~~None~~Identifying and assessing cybersecurity risk is integrated into our overall enterprise risk management systems and processes. Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, internal IT audits, IT security, governance, and risk and compliance reviews. To defend, detect and respond to cybersecurity incidents, we, among other things: conduct privacy and cybersecurity reviews of systems, applications, and applicable data policies; perform penetration testing using external third-party tools and techniques; conduct employee training; monitor emerging laws and regulations related to data protection and information security; and implement appropriate changes. We have implemented incident response and breach management processes that are overseen by leaders from our information security, engineering, compliance and legal teams regarding matters of cybersecurity. Security threats are evaluated, ranked by severity and prioritized for response and remediation. Potential data security incidents are investigated to determine operational and business impact, applicability of regulatory or contractual data privacy requirements, including state data breach notification statutes, and materiality. We conduct tabletop exercises to simulate responses to cybersecurity incidents and collaborate with technical and business stakeholders across our business units to form detection, mitigation and remediation strategies. We also maintain third party security procedures to identify, prioritize, assess, mitigate and remediate third party risks; however, we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.

~~ITEM~~Our 1Csystems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information (of third parties, employees, and our members) and other data, confidential information or intellectual property. ~~CYBERSECURITY~~ However, to date these incidents have not had a material impact on our service, systems or business. Any significant disruption to our service or access to our systems could result in a loss of insurance provider customers, third-party publishers, other service providers, or consumer referrals and adversely affect our business and results of operation. Further, a penetration of our systems or a third-party’s systems or misappropriation or misuse of personal information could subject us to business, regulatory, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations. See "Item 1A. Risk Factors —Risks Related to Our Business and Industry—Our business could be materially and adversely affected by a cybersecurity breach or other attack involving our computer systems or our third-party service providers.”

~~Identifying~~The ~~and~~Chief ~~assessing~~Information ~~cybersecurity risk is integrated into our overall enterprise risk management systems and processes. Cybersecurity risks related to our business~~Officer, ~~technical~~or ~~operations~~CIO, ~~privacy~~leads ~~and~~our ~~compliance~~information ~~issues~~security ~~are~~organization ~~identified~~responsible ~~and~~for ~~addressed~~overseeing ~~through~~EverQuote’s ainformation ~~multi-faceted approach including third party assessments, internal IT audits, IT~~ security, ~~governance, and risk and compliance reviews~~program. ToOur ~~defend,~~CIO ~~detect~~has ~~and~~over ~~respond~~30 toyears ~~cybersecurity~~of ~~incidents,~~industry ~~we,~~experience ~~among~~managing ~~other~~risks ~~things:~~or ~~conduct~~advising ~~privacy~~on ~~and~~ cybersecurity reviews of systems, applications, and applicable data policies; perform penetration testing using external third-party tools and techniques; conduct employee training; monitor emerging laws and regulations related to data protection and information security; and implement appropriate changesmatters. WeTeam ~~have~~members ~~implemented~~who ~~incident~~support ~~response and breach management processes that are overseen by leaders from~~ our information security, ~~engineering,~~program ~~compliance~~have ~~and~~relevant ~~legal~~educational ~~teams regarding matters of cybersecurity. Security threats are evaluated, ranked by severity~~ and ~~prioritized~~industry ~~for response and remediation. Potential data security incidents are investigated to determine operational and business impact~~experience, ~~applicability of regulatory or contractual data privacy requirements,~~ including ~~state~~holding ~~data~~similar ~~breach~~positions ~~notification~~at ~~statutes,~~large ~~and~~technology materiality We conduct tabletop exercises to simulate responses to cybersecurity incidents and collaborate with technical and business stakeholders across our business units to form detection, mitigation and remediation strategiescompanies. WeThe ~~also~~teams ~~maintain~~provide ~~third~~regular ~~party~~reports ~~security procedures~~ to ~~identify,~~senior ~~prioritize,~~management ~~assess, mitigate~~ and ~~remediate~~other ~~third~~relevant ~~party~~teams ~~risks; however, we rely~~ on ~~the~~various ~~third~~cybersecurity ~~parties we use to implement security programs commensurate with their risk~~threats, assessments and ~~we cannot ensure in all circumstances that their efforts will be successful~~findings.

~~Our~~The ~~systems~~Board ~~periodically~~oversees ~~experience directed attacks intended to lead to interruptions and delays in~~ our ~~service~~enterprise ~~and~~risk ~~operations~~management asprocesses ~~well~~directly ~~as loss, misuse or theft of personal information (of third parties, employees,~~ and ~~our~~through ~~members)~~its ~~and~~Audit ~~other data, confidential information or intellectual property~~Committee. ~~However,~~The toAudit ~~date~~Committee ~~these~~of ~~incidents~~the ~~have~~Board ~~not~~oversees ~~had a material impact on~~ our ~~service,~~cybersecurity ~~systems~~risk orand ~~business.~~receives ~~Any~~regular ~~significant~~reports ~~disruption~~from to our ~~service~~CIO oron ~~access~~various tocybersecurity ~~our systems could result in a loss of insurance provider customers~~matters, ~~third-party~~including ~~publishers,~~risk ~~other service providers~~assessments, ormitigation ~~consumer referrals and adversely affect our business and results of operation. Further~~strategies, aareas ~~penetration~~ of ~~our~~emerging ~~systems or a third-party’s systems or misappropriation or misuse of personal information could subject us to business~~risks, ~~regulatory,~~incidents ~~litigation~~ and ~~reputation~~industry ~~risk~~trends, ~~which could have a negative effect on our business, financial condition~~ and ~~results of operations. See "Risk Factors —Our business could be materially and adversely affected by a cybersecurity breach or~~ other ~~attack~~areas ~~involving~~of ~~our computer systems or our third-party service providers~~importance.”

~~The~~ITEM ~~Chief Information Officer, or CIO, leads our information security organization responsible for overseeing EverQuote’s information security program~~2. ~~Our~~PROPERTIES CIO has over 30 years of industry experience managing risks or advising on cybersecurity matters. Team members who support our information security program have relevant educational and industry experience, including holding similar positions at large technology companies. The teams provide regular reports to senior management and other relevant teams on various cybersecurity threats, assessments and findings.

~~The~~Our ~~Board~~principal ~~oversees~~executive ~~our~~offices ~~enterprise~~are ~~risk~~located ~~management~~in ~~processes~~Cambridge, ~~directly~~Massachusetts, ~~and~~where ~~through~~we ~~its~~lease ~~Audit~~approximately ~~Committee.~~15,877 ~~The~~square ~~Audit~~feet ~~Committee~~ of ~~the~~space ~~Board~~through ~~oversees~~December ~~our~~2027. ~~cybersecurity~~We ~~risk~~also ~~and~~lease ~~receives~~approximately ~~regular~~8,090 ~~reports~~square ~~from~~feet ~~our~~of ~~CIO~~office onspace ~~various~~in ~~cybersecurity matters~~Belfast, ~~including~~Northern ~~risk~~Ireland ~~assessments,~~pursuant ~~mitigation~~to ~~strategies,~~a ~~areas~~sublease ofthat ~~emerging~~ends ~~risks,~~in ~~incidents~~July ~~and~~2027. ~~industry~~We ~~trends,~~believe ~~and~~that ~~other~~our ~~areas~~current offacilities ~~importance~~are adequate to meet our immediate needs.

ITEM 23. ~~PROPERTIES~~LEGAL PROCEEDINGS

~~Our~~Information ~~principal~~with ~~executive~~respect ~~offices~~to ~~are~~legal ~~located~~proceedings inand ~~Cambridge,~~this ~~Massachusetts,~~item ~~where~~is weincluded ~~lease~~in ~~approximately~~Note ~~32,000~~13 ~~square feet~~ of ~~space~~the ~~pursuant~~Notes to aConsolidated ~~lease~~Financial ~~that~~Statements ~~expires~~contained in ~~September~~Part ~~2024~~II, aItem ~~portion~~8 of ~~which~~this weAnnual ~~have~~Report ~~subleased.~~on WeForm ~~also lease approximately~~ 10-K,~~000~~ ~~square~~which ~~feet~~is ofincorporated ~~office~~herein ~~space~~by ~~in Austin, Texas pursuant to a lease that expires in April 2025~~reference. ~~We believe that our current facilities are adequate to meet our immediate needs.~~

ITEM 34. ~~LEGAL~~MINE ~~PROCEEDINGS~~SAFETY DISCLOSURES

~~Information~~Not with respect to legal proceedings and this item is included in Note 13 of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by referenceapplicable.

Table of Contents

~~ITEM~~PART 4.II ~~MINE SAFETY DISCLOSURES~~

~~Not~~ITEM ~~applicable~~5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~PART~~Certain IIInformation Regarding the Trading of Our Common Stock

~~ITEM~~Our 5Class A common stock trades under the symbol “EVER” on the Nasdaq Global Market and has been publicly traded since June 28, 2018. ~~MARKET~~ ~~FOR~~Prior ~~REGISTRANT’S~~to ~~COMMON~~this ~~EQUITY~~time, ~~RELATED~~there ~~STOCKHOLDER~~was ~~MATTERS~~no ~~AND~~public ~~ISSUER~~market ~~PURCHASES~~for OFour ~~EQUITY~~Class ~~SECURITIES~~A common stock. Our Class B common stock is not listed or traded on any stock exchange.

~~Certain~~Holders ~~Information Regarding the Trading~~ of Our Common Stock

~~Our~~As ~~Class~~of AJanuary ~~common~~31, ~~stock~~2025, ~~trades~~there ~~under~~were ~~the~~approximately ~~symbol~~10 ~~“EVER”~~holders onof ~~the~~record ~~Nasdaq~~of ~~Global~~shares ~~Market~~of ~~and~~our ~~has~~Class ~~been~~A ~~publicly~~common ~~traded~~stock ~~since~~and ~~June~~3 ~~28,~~holders ~~2018.~~of ~~Prior~~record toof ~~this~~shares ~~time,~~of ~~there was no public market for~~ our Class AB common stock. ~~Our~~These ~~Class~~amounts Bdo ~~common~~not ~~stock~~include isstockholders ~~not~~for ~~listed~~whom orshares ~~traded~~are onheld ~~any~~in ~~stock~~“nominee” ~~exchange~~or “street” name.

~~Holders~~Recent Sales of ~~Our~~Unregistered ~~Common~~Equity ~~Stock~~Securities

AsThere ofwere ~~January~~no ~~31,~~shares ~~2024,~~of ~~there~~equity ~~were~~securities ~~approximately~~sold 12or ~~holders~~issued, ofor ~~record~~options ofgranted, ~~shares~~by ofus ~~our~~during ~~Class~~the Ayear ~~common~~ended ~~stock~~December ~~and~~31, 32024 ~~holders~~that ofwere ~~record~~not ofregistered ~~shares~~under ofthe ~~our~~Securities ~~Class~~Act, Band ~~common~~that ~~stock.~~were ~~These~~not ~~amounts~~previously doreported ~~not~~in ~~include~~a ~~stockholders~~Quarterly ~~for~~Report ~~whom~~on ~~shares~~Form ~~are~~10-Q ~~held~~or inCurrent ~~“nominee”~~Report oron ~~“street”~~Form ~~name~~8-K.

~~Recent~~Issuer ~~Sales~~Purchases of ~~Unregistered~~ Equity Securities

~~There~~We ~~were~~did nonot ~~shares~~purchase any of our registered equity securities ~~sold~~during orthe ~~issued,~~period orfrom ~~options~~October ~~granted~~1, by2024 usto ~~during the year ended~~ December 31, ~~2023 that were not registered under the Securities Act, and that were not previously reported in a Quarterly Report on Form 10-Q or Current Report on Form 8-K~~2024.

~~Issuer~~Dividends ~~Purchases of Equity Securities~~

We ~~did~~have never declared or paid cash dividends on our capital stock. We anticipate that we will retain all of our future earnings to finance the operation of our business and do not ~~purchase~~anticipate declaring or paying any ofcash dividends on our ~~registered~~capital ~~equity~~stock ~~securities~~in ~~during~~the foreseeable future. Any future determination to declare and pay cash dividends, if any, will be made at the ~~period~~discretion ~~from~~of ~~October~~our 1board of directors and will depend on a variety of factors, ~~2023~~including toapplicable ~~December~~laws, 31our financial condition, ~~2023~~results of operations, contractual restrictions, capital requirements, business prospects, general business or financial market conditions, and other factors our board of directors may deem relevant. In addition, our revolving credit facility contains covenants that could restrict our ability to pay cash dividends.

~~Dividends~~ 25

WeTable ~~have never declared or paid cash dividends on our capital stock. We anticipate that we will retain all~~ of our future earnings to finance the operation of our business and do not anticipate declaring or paying any cash dividends on our capital stock in the foreseeable future. Any future determination to declare and pay cash dividends, if any, will be made at the discretion of our board of directors and will depend on a variety of factors, including applicable laws, our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, general business or financial market conditions, and other factors our board of directors may deem relevant. In addition, our revolving credit facility contains covenants that could restrict our ability to pay cash dividends. Contents

25Stock Performance Graph

~~Table~~The following performance graph shall not be deemed "filed" for purposes of ~~Contents~~Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

~~Stock~~Set ~~Performance~~forth ~~Graph~~below is a line graph, for the five-year period from December 31, 2019 through December 31, 2024, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our Class A common stock, (2) all companies listed on the Nasdaq Composite Index and (3) the Research Development Group, or RDG, Internet Composite Index. Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.

~~The~~ITEM following performance graph shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or incorporated by reference into any filings under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing6. RESERVED

Set forth below is a line graph, for the five-year period from December 31, 2018 through December 31, 2023, comparing the cumulative total stockholder return of $100 invested (assuming that all dividends were reinvested) in (1) our Class A common stock, (2) all companies listed on the Nasdaq Composite Index and (3) the Research Development Group, or RDG, Internet Composite Index. Returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns.26

~~ITEM~~Table ~~6. RESERVED~~of Contents

26ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Table~~The following discussion and analysis of ~~Contents~~our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing in Part II, Item 8 of this Annual Report on Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the ‘‘Risk Factors’’ section of this Annual Report on Form 10-K, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

~~ITEM~~Overview ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~The~~We ~~following~~operate ~~discussion~~a ~~and~~leading ~~analysis~~online ofmarketplace ~~our~~for ~~financial~~insurance ~~condition~~shopping, ~~and~~connecting ~~results~~consumers ~~of operations should be read in conjunction~~ with ~~our~~insurance ~~consolidated~~provider ~~financial statements and related notes appearing in Part II~~customers, ~~Item~~which 8includes ofboth ~~this~~carriers ~~Annual~~and ~~Report~~agents. onOur ~~Form~~vision ~~10-K.~~is ~~Some~~to ofbe the ~~information~~leading ~~contained~~growth inpartner ~~this~~for ~~discussion~~P&C ~~and~~insurance ~~analysis~~providers. orOur ~~set forth elsewhere in this Annual Report on Form 10~~results-Kdriven marketplace, ~~including~~powered ~~information~~by ~~with respect to~~ our ~~plans~~proprietary ~~and~~data ~~strategy for our business, includes forward-looking statements that involve risks~~ and ~~uncertainties.~~technology ~~As a result of many factors~~platform, ~~including~~is ~~those~~improving ~~factors set forth in~~ the ~~‘‘Risk~~way ~~Factors’’~~insurance ~~section~~providers ofattract ~~this~~and ~~Annual~~connect ~~Report~~with onconsumers ~~Form~~shopping ~~10-K,~~for ~~our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis~~insurance.

~~Overview~~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 inquires sold as referrals to insurance providers.

WeIn ~~operate~~2023, awe ~~leading~~exited ~~online~~our ~~marketplace~~health ~~for~~ insurance ~~shopping~~vertical, ~~connecting~~an ~~consumers~~area ~~with~~that ~~insurance~~would ~~provider~~have ~~customers,~~required ~~which~~significant ~~includes~~capital ~~both~~investment ~~carriers~~ and ~~agents.~~scale ~~Our~~to ~~vision~~effectively iscompete toamid ~~become~~an ~~the~~increasingly ~~largest~~unpredictable ~~online~~regulatory ~~source~~environment, ofto ~~insurance~~increase ~~policies~~focus byon ~~using~~core ~~data~~verticals, ~~technology~~ and ~~knowledgeable~~implemented ~~advisors~~a toworkforce ~~make~~reduction ~~insurance simpler~~plan, ~~more~~or ~~affordable~~the ~~and~~Reduction ~~personalized.~~Plan, ~~Our~~to ~~results-driven~~improve ~~marketplace,~~operating ~~powered~~efficiency. byWe ~~our~~refer ~~proprietary~~to ~~data~~the ~~and~~exit ~~technology~~of ~~platform,~~our ishealth ~~improving~~insurance vertical and the ~~way~~Reduction ~~insurance~~Plan ~~providers~~as ~~attract~~our ~~and~~restructuring, ~~connect~~which ~~with~~we ~~consumers~~completed ~~shopping~~by ~~for~~September ~~insurance~~30, 2023.

WeIn ~~operate~~the ayears ~~marketplace~~ended toDecember ~~connect~~31, ~~insurance~~2024, ~~providers~~2023 toand ~~a large volume of high-intent~~2022, ~~pre-validated~~our ~~consumer~~total ~~referrals~~revenue ~~that~~was ~~match~~$500.2 ~~the~~million, ~~insurers’~~$287.9 ~~specific~~million ~~underwriting~~ and ~~profitability requirements~~$404.1 ~~The~~million, ~~transparency of our marketplace~~respectively, asrepresenting ~~well~~a asyear-over-year ~~the~~increase ~~campaign~~of ~~management~~73.7% ~~tools~~from we2023 ~~offer, are designed~~ to ~~make~~2024 ~~it easy for insurance carriers~~ and ~~third~~a year-~~party~~over-year ~~agents~~decrease ~~to evaluate the performance~~ of ~~their~~28.8% ~~marketing~~from ~~spend~~2022 onto ~~our platform and manage their own return on investment~~2023. We ~~present~~had ~~consumers~~net ~~with~~income aof ~~single~~$32.2 ~~starting~~million ~~point~~ for athe ~~comprehensive~~year ~~insurance~~ended ~~shopping~~December ~~experience~~31, ~~where~~2024 ~~consumers~~and ~~can~~net ~~engage~~losses ~~with~~of ~~insurance~~$51.3 ~~carriers~~million ~~through~~and ~~multiple channels based on their preferences~~$24.4 ~~Our~~million ~~marketplace~~for ~~enables~~the ~~consumers~~years toended ~~choose~~December to31, ~~visit~~2023 anand ~~insurance~~2022, ~~provider’s~~respectively, ~~website~~and tohad ~~purchase~~$58.2 amillion, ~~policy~~$0.5 ormillion ~~engage~~and ~~with~~$5.9 amillion ~~carrier~~in oradjusted ~~agent~~EBITDA byfor ~~phone~~these orsame ~~submit~~periods, ~~their~~respectively. ~~data~~See tothe ~~insurance~~section ~~providers~~titled to“—Non-GAAP ~~receive~~Financial ~~quotes.~~Measure” ~~Our services are free~~ for ~~consumers,~~information ~~and~~regarding ~~we derive~~ our ~~revenue~~use ~~from~~of ~~consumer~~adjusted ~~inquires~~EBITDA ~~sold~~and asits ~~referrals~~reconciliation to ~~insurance~~net ~~providers~~income ~~and~~(loss) ~~directly~~determined ~~from~~in ~~commissions~~accordance onwith ~~sales~~generally ofaccepted ~~policies~~accounting byprinciples ~~our~~in ~~DTC~~the ~~insurance~~United ~~agency~~States, or GAAP.

~~Since~~Factors ~~2011,~~Affecting ~~our~~Our core mission has been to make finding insurance easy and more personal, saving consumers and insurance providers time and money. We are working to build the largest and most trusted online insurance marketplace in the United States. In pursuing this goal, we have consistently innovated through our disruptive data driven approach. Highlights of our history of innovation include:Performance

InWe ~~2011,~~believe wethat ~~launched~~our ~~the~~performance ~~EverQuote~~and ~~marketplace~~future growth depend on a number of factors that present significant opportunities for ~~auto~~us ~~insurance~~but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.”

InAuto ~~2013,~~insurance weindustry ~~launched EverQuote Pro, our provider portal, for carriers.~~risk

InFor ~~2015~~the years ended December 31, 2024 and 2023, we ~~launched~~derived ~~EverQuote~~89% ~~Pro~~and 79%, 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 largest auto insurance carrier customer was 39% of our revenue for ~~agents~~the year ended December 31, 2024 and revenue from our two largest customers was 27% in the aggregate of our revenue for the year ended December 31, 2023. In 2023 and 2022, the auto insurance industry experienced deteriorated underwriting performance due to a rise in claims, inflation, and inadequate policy premiums. This deteriorated underwriting performance caused our insurance carrier customers to reduce spending on new customer acquisition, which had a negative impact on the pricing and demand for consumer referrals in our marketplace throughout 2023. The state of the auto insurance market remains volatile, and while we saw improvements in spending patterns in 2024, including from our largest carrier customer, not all of our carrier customers have increased their spend in a proportional or significant manner, and a full recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases.

~~In 2016, we added home and life insurance in our marketplace.~~27

InTable ~~2019,~~of ~~we added health and renters insurance in our marketplace.~~Contents

InExpanding ~~2020,~~consumer wetraffic ~~launched our DTC insurance offerings in our life vertical and in our health vertical via the acquisition of Crosspointe Insurance & Financial Services, LLC, which we later renamed Eversurance.~~

InOur ~~2021,~~success wedepends ~~launched~~in part on the growth of our ~~DTC~~consumer ~~insurance~~traffic. ~~offerings~~We inhave historically increased consumer traffic to our ~~auto~~marketplace ~~and~~by ~~home~~expanding existing advertising channels and ~~renters~~adding ~~verticals~~new ~~via~~channels such as by engaging with consumers through our verified partner network. Over the ~~acquisition~~long ofterm, ~~Policy~~we ~~Fuel~~plan ~~LLC~~to increase consumer traffic by leveraging the features and ~~its~~growing ~~affiliates~~the data assets of our platform. 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 ~~PolicyFuel~~in response to lower demand for consumer referrals. Further, our profitability will be impacted by our ability to acquire quote requests in significant volume, at prices that are attractive, and that represent high-intent shoppers for which insurance providers will purchase referrals.

InIncreasing ~~June~~the ~~2023,~~number weof ~~committed to exiting our health~~ insurance ~~vertical,~~providers ~~an area that would have required significant capital investment~~ and ~~scale~~their torespective ~~effectively~~spend ~~compete~~in amid an increasingly unpredictable regulatory environment, to increase focus on core verticals, and implemented a workforce reduction plan, or the Reduction Plan, to improve operating efficiency. The Reduction Plan included the elimination of 175 employees, or approximately 28%, of our workforce. We expect these reductions to produce cost savings in non-marketing operating expenses of over 15% from periods prior to the Reduction Plan. During the year ended December 31, 2023, we incurred $4.0 million in severance charges in connection with the workforce reduction, consisting of cash expenditures for employee separation costs of $2.7 million, of which $2.1 million were paid by December 31, 2023, and non-cash charges for the modification of certain equity awards of $1.3 million. During the year ended December 31, 2023, we recorded a credit of $0.2 million to restructuring and other charges related to estimated severance payments that were not made. marketplace

27Our 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. In the more recent past, we experienced periods of decreasing carrier spend in the automotive insurance vertical as described above.

~~Table of Contents~~Regulation

OnOur ~~August~~revenue 1,and ~~2023,~~earnings wemay ~~sold~~fluctuate ~~all~~from oftime ~~the~~to ~~issued~~time ~~and~~as ~~outstanding~~a ~~membership~~result ~~interests~~ of ~~our~~changes ~~former~~to ~~subsidiary~~federal, ~~Eversurance LLC~~state, ~~for~~and ~~cash~~industry-based ~~consideration~~laws ofand ~~$13.2~~regulations, ~~million~~or changes to ~~MyPlanAdvocate~~standards ~~Insurance~~concerning ~~Solutions~~the ~~Inc~~enforcement thereof. ~~There~~Our ~~were~~business nocould ~~employees~~be ofaffected ~~Eversurance~~directly ~~LLC~~because atwe ~~the~~operate ~~time~~websites, ofconduct ~~the~~telephonic ~~sale.~~and ~~The~~email ~~assets~~marketing, ~~sold~~and ~~consisted~~collect, ofstore, ~~commissions~~share, ~~receivable~~and ofuse ~~$30.8~~consumer ~~million,~~information ~~which~~and ~~were~~other ~~expected~~data. toOur bebusiness ~~collected~~also ~~over~~could ~~the~~be ~~next~~affected ~~seven~~indirectly ~~years,~~if ~~net~~our ~~intangible~~customers ~~assets~~were ofto ~~$1.0~~adjust ~~million~~their ~~and~~operations ~~other~~as ~~net~~a ~~assets~~result of ~~$0.4~~regulatory ~~million,~~changes ~~including~~and ~~our~~enforcement ~~Evansville, Indiana office lease~~activity. WeFor ~~incurred~~example, ~~$0.4~~on ~~million~~January of26, ~~transaction~~2024, ~~costs~~the inFCC ~~connection~~published ~~with~~regulations ~~the~~which, ~~sale.~~among ~~Accordingly~~other things, wewould ~~recognized~~have aamended ~~loss~~the onconsent ~~sale~~requirements of ~~$19.4~~the ~~million~~TCPA ~~during~~by ~~the~~requiring ~~year~~“one-to-one ~~ended~~consent” ~~December~~for ~~31,~~outbound ~~2023.~~telemarketing Wecalls ~~also~~or ~~recorded~~texts made using an ~~impairment~~automatic ~~charge~~telephone ondialing ~~our~~system ~~right~~or pre-~~of-use~~recorded ~~asset~~or ~~for~~artificial ~~our~~voice ~~Cambridge,~~messages ~~Massachusetts~~to ~~office~~wireless ~~lease~~or ofresidential $0numbers.4 ~~million~~On ~~during~~January ~~the~~24, ~~year ended December 31~~2025, ~~2023~~the inUnited ~~connection~~States ~~with~~Court ~~subleases~~of weAppeals ~~entered~~for ~~into~~the ~~with~~Eleventh ~~two~~Circuit ~~third~~vacated ~~parties~~these ~~for~~amended aregulations, ~~portion~~which ofwere ~~the~~scheduled ~~office space. We refer~~ to ~~the~~go ~~exit~~into ofeffect ~~our~~on ~~health~~January ~~insurance~~27, ~~vertical~~2025. ~~and~~It ~~the~~remains ~~Reduction~~unclear ~~Plan~~whether asor ~~our~~how ~~recent~~government ~~restructuring,~~agencies ~~which~~or welegislatures ~~completed~~will byrevisit ~~September~~telephone ~~30,~~call ~~2023~~consent issues.

In ~~the years ended December 31~~addition, ~~2023,~~a ~~2022~~number ~~and~~of ~~2021,~~states ~~our~~have ~~total~~enacted ~~revenue was $287.9 million, $404.1 million~~ (and ~~$418.5~~others ~~million,~~are ~~respectively,~~considering) ~~representing~~broad ~~year-over-year~~data ~~decreases~~privacy oflaws ~~28.8%~~that ~~and~~could ~~3.4%~~affect ~~from~~our ~~2022 to 2023 and 2021 to 2022, respectively~~business. WeAlthough ~~had~~it ~~net~~remains ~~losses~~unclear ofhow ~~$51.3~~these ~~million,~~new ~~$24.4~~privacy ~~million~~laws ~~and~~may ~~$19.4~~be ~~million~~modified ~~for~~or ~~the years ended December 31~~interpreted, ~~2023,~~their ~~2022~~effects ~~and~~could ~~2021,~~have ~~respectively,~~an ~~and~~impact ~~had~~on ~~$0.5~~our ~~million~~business, ~~$5.9 million~~ and ~~$14.6~~may ~~million~~require inus ~~adjusted~~to ~~EBITDA~~modify ~~for~~our ~~these~~data ~~same~~use ~~periods,~~practices ~~respectively.~~and ~~See~~policies ~~the~~and ~~section~~incur ~~titled “—Non~~compliance-~~GAAP~~related ~~Financial~~costs ~~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~~expenses.

~~Factors~~Key ~~Affecting~~Business ~~Our Performance~~Metrics

We ~~believe~~regularly ~~that~~review ~~our~~a ~~performance~~number ~~and~~of ~~future~~metrics, ~~growth~~including ~~depend~~GAAP onoperating aresults ~~number~~and ofthe ~~factors~~key ~~that~~metrics ~~present~~listed ~~significant~~below, ~~opportunities~~to ~~for~~evaluate usour ~~but~~business, ~~also~~measure ~~pose~~our ~~risks~~performance, ~~and~~identify ~~challenges~~trends affecting our business, ~~including~~formulate ~~those~~financial ~~discussed~~projections, ~~below~~and make operating and instrategic ~~the~~decisions. ~~section~~Some ~~titled~~of ~~“Risk~~these ~~Factors~~metrics are non-financial metrics or are financial metrics that are not defined by GAAP.”

~~Auto~~Adjusted ~~insurance industry risk~~EBITDA

~~For~~We ~~the~~define ~~year~~Adjusted ~~ended~~EBITDA ~~December~~as 31net income (loss), ~~2023~~adjusted to exclude: stock-based compensation expense, wedepreciation ~~derived~~and ~~79%~~amortization ofexpense, ~~our~~restructuring ~~revenue~~and ~~from~~other ~~auto~~charges, ~~insurance~~acquisition-related ~~providers~~costs, interest income and ~~our~~income taxes. Adjusted EBITDA is a non-GAAP financial ~~results~~measure ~~depend~~that we present in this Annual Report on ~~the~~Form ~~performance~~10-K ofto supplement the ~~auto~~financial ~~insurance~~information ~~industry~~we present on a GAAP basis. ~~The~~We ~~auto~~monitor ~~insurance~~and ~~industry~~present ~~has~~Adjusted ~~experienced~~EBITDA ~~deteriorated~~because ~~underwriting~~it is a key measure used by our management and board of directors to understand and evaluate our operating performance, ~~due~~to establish budgets and to adevelop ~~rise~~operational goals for managing our business. Adjusted EBITDA should not be considered in ~~claims~~isolation from, ~~inflation~~or as an alternative to, ~~and~~measures ~~inadequate~~prepared ~~policy~~in ~~premiums~~accordance with GAAP. ~~This~~Adjusted ~~deteriorated~~EBITDA ~~underwriting~~should be considered together with other operating and financial performance ~~has~~measures ~~caused~~presented ~~our~~in ~~insurance~~accordance ~~carrier~~with ~~customers~~GAAP. Also, Adjusted EBITDA may not necessarily be comparable to ~~reduce~~similarly ~~spending~~titled onmeasures ~~new~~presented ~~customer~~by ~~acquisition,~~other ~~which~~companies. ~~has~~For ~~had~~further explanation of the uses and limitations of this measure and a ~~negative~~reconciliation ~~impact~~of onAdjusted EBITDA to the ~~pricing~~most ~~and~~directly ~~demand~~comparable ~~for~~GAAP ~~consumer~~measure, ~~referrals~~net inincome ~~our~~(loss), ~~marketplace~~please ~~during~~see ~~2022~~“—Non-GAAP ~~and~~Financial ~~2023~~Measure.”

~~Furthermore,~~Variable ~~total~~Marketing ~~revenue~~Dollars ~~from our two largest insurance carrier customers was 27%~~ and 32% of our revenue for the years ended December 31, 2023 and 2022, respectively. In January 2023, we saw one of our major carrier customers return to higher spending patterns, but subsequently reduce customer acquisition spending starting in the second quarter of 2023 and continuing throughout the remainder of 2023 due to higher than expected claims losses. The state of the auto insurance market remains volatile and while we believe we have started to see some improvement in spending patterns, a recovery could be prolonged by further cost inflation, increased claim severity and frequency, or insufficient policy premium increases. Margin

~~Expanding~~We ~~consumer~~define ~~traffic~~variable marketing dollars, or VMD, as revenue, as reported in our consolidated statements of operations and comprehensive income (loss), less advertising costs (a component of sales and marketing expense, as reported in our consolidated statements of operations and comprehensive income (loss)). We define variable marketing margin, or VMM, as VMD divided by revenue.

~~Our success depends in part on the growth of our consumer traffic.~~ We ~~have~~use ~~historically~~VMD ~~increased consumer traffic to our marketplace by expanding existing advertising channels~~ and ~~adding~~VMM ~~new channels such as by engaging with consumers through our verified partner network. Over the long term, we plan~~ to ~~increase~~measure ~~consumer traffic by leveraging~~ the ~~features~~efficiency ~~and growing the data assets~~ of ~~our~~individual ~~platform. However, we have decreased~~ advertising ~~spend~~and ~~in response to lower demand for~~ consumer ~~referrals~~acquisition sources and ~~we have the ability~~ to ~~further~~make ~~decrease~~trade-off ~~advertising~~decisions ~~spend in the future when the revenue associated with such consumer traffic does not result in incremental profit~~ to ~~our~~manage ~~business. We have also increased the number of quote requests acquired from~~ our ~~verified~~return ~~partner~~on ~~network~~advertising. ~~While~~We wedo ~~plan~~not touse ~~continue~~VMD toor ~~increase~~VMM ~~the~~as ~~number~~a measure of ~~quote requests we acquire from our verified partner network, 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~~28

~~Our~~Table ~~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. Recently, we have experienced a decrease in carrier spend in the automotive insurance vertical as described above.~~ Contents

28Key Components of Our Results of Operations

~~Table of Contents~~Revenue

~~Regulation~~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:

•

~~Our~~Clicks: ~~revenue~~An ~~and earnings may fluctuate from time~~ online-to ~~time as a result of changes to federal, state, and industry~~-~~based~~online ~~laws and regulations~~referral, orwith changes to standards concerning the enforcement thereof. Our business could be affected directly because we operate websites, conduct telephonic and email marketing, and collect, store, share, and use consumer information and other data. Our business also could be affected indirectly if our customers were to adjust their operations as a ~~result~~handoff of ~~regulatory changes and enforcement activity. For example,~~ the ~~U.S.~~consumer Federal Trade Commission recently signaled, in public statements and enforcement actions, a new position regarding the consent requirements under the Telemarketing Sales Rule, while the U.S. Federal Communications Commission has proposed changes to the ~~consent~~provider’s ~~rules under the TCPA~~website. Although it is unclear how these changes may ultimately be implemented or interpreted, they could have an impact on the market for insurance quote requests, and may require us and our third-party sources to modify our marketing practices and policies. In addition, a number of states have enacted (and others are considering) broad data privacy laws that could affect our business. Although it remains unclear how these new privacy laws may be modified or interpreted, their effects could have an impact on our business, and may require us to modify our data use practices and policies and incur compliance-related costs and expenses.

•

~~Key~~Data: ~~Business~~An ~~Metrics~~online-to-offline referral, with quote request data transmitted to the provider for follow-up.

•

WeCalls: ~~regularly~~An ~~review~~online-to-offline areferral ~~number~~for ofoutbound ~~metrics,~~calls ~~including GAAP operating results~~ and ~~the~~an ~~key metrics listed below,~~ offline-to-offline ~~evaluate~~referral ~~our~~for ~~business,~~inbound ~~measure our performance~~calls, ~~identify~~with ~~trends~~the ~~affecting~~consumer ~~our business, formulate financial projections,~~ and ~~make~~provider ~~operating~~connected ~~and strategic decisions. Some of these metrics are non-financial metrics or are financial metrics that are not defined~~ by ~~GAAP~~phone.

~~Adjusted~~We ~~EBITDA~~also generate revenue from commissions paid to us by insurance carriers for the sale of policies by our direct to consumer, or DTC, insurance agency in our automotive insurance vertical, and prior to our exit from health in 2023, in our health insurance vertical. Commission revenue is recognized upon satisfaction of our performance obligation, which we consider to be submission of the policy application to the insurance carrier. We recognize revenue based on our constrained estimate of commission payments we expect to receive over the lifetime of the policies sold, which we refer to as constrained LTVs, of commission payments. Commission revenue represented less than 10% of total revenue for each of the years ended December 31, 2024 and 2023, and 13% of total revenue for the year ended December 31, 2022. Since our exit from the health vertical in 2023, commission revenue has decreased significantly, and we do not expect it to be a material source of revenue in the future.

WeFor ~~define~~the ~~Adjusted~~periods ~~EBITDA as net income (loss)~~presented, adjusted to exclude: stock-based compensation expense, depreciation and amortization expense, restructuring and other charges, acquisition-related costs, one-time severance charges, interest income and income taxes. Adjusted EBITDA is a non-GAAP financial measure that we present in this Annual Report on Form 10-K to supplement the financial information we present on a GAAP basis. We monitor and present Adjusted EBITDA because it is a key measure used by our ~~management~~total ~~and~~revenue ~~board~~consisted of ~~directors~~revenue togenerated ~~understand~~within ~~and evaluate~~ our ~~operating~~insurance ~~performance,~~verticals ~~to establish budgets and to develop operational goals for managing our business. Adjusted EBITDA should not be considered in isolation from, or~~ as anfollows: 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. Also, Adjusted EBITDA may not necessarily be comparable to similarly titled measures presented by other companies. For further explanation of the uses and limitations of this measure and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss), please see “—Non-GAAP Financial Measure”.

Variable Marketing Margin


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Automotive	$	446,095	$	227,505	$	324,417
Home and Renters		52,013		40,889		31,909
Other		2,082		19,527		47,801
Total Revenue	$	500,190	$	287,921	$	404,127

WeCost ~~define variable marketing margin, or VMM, as revenue, as reported in our consolidated statements of operations~~ and ~~comprehensive~~Operating ~~loss,~~Expenses less advertising costs (a component of sales and marketing expense, as reported in our consolidated statements of operations and comprehensive loss). We use 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 VMM as a measure of profitability.

~~Key~~Our ~~Components~~cost ofand ~~Our~~operating ~~Results~~expenses consist of ~~Operations~~cost of revenue, sales and marketing, research and development, general and administrative expenses, restructuring and other charges and acquisition-related costs.

~~Revenue~~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.

WeCost ~~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:Revenue

~~Clicks:~~Cost Anof ~~online-~~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-~~online~~party ~~referral~~call center costs. In addition, ~~with~~cost aof ~~handoff~~revenue includes depreciation and amortization of ~~the~~our ~~consumer~~platform totechnology ~~the~~assets ~~provider’s~~and ~~website~~personnel-related costs.

~~Data:~~Sales Anand ~~online-to-offline referral, with quote request data transmitted to the provider for follow-up.~~Marketing

~~Calls:~~Sales Anand ~~online~~marketing expense consists primarily of advertising and marketing expenditures as well as personnel-~~to-offline~~related ~~referral~~costs for ~~outbound~~employees ~~calls~~engaged in sales, marketing, data analytics and anconsumer ~~offline~~acquisition functions and amortization of sales and marketing-related intangible assets. Advertising expenditures consist of variable costs that are related to~~-offline~~ ~~referral~~attracting ~~for~~consumers ~~inbound~~to ~~calls~~our marketplace, ~~with~~generating consumer quote requests, including the ~~consumer~~cost of quote requests we acquire from our verified partner network, and ~~provider~~promoting ~~connected~~our bymarketplace ~~phone~~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 as we expect increased carrier spend for referrals, which will impact our advertising expenditures.

Table of Contents

WeResearch ~~also generate revenue from commissions paid to us by insurance carriers for the sale of policies in our automotive insurance vertical,~~ and prior to our exit from health, in our health insurance vertical. Commission revenue is recognized upon satisfaction of our performance obligation, which we consider to be submission of the policy application to the insurance carrier. We recognize revenue based on our constrained estimate of commission payments we expect to receive over the lifetime of the policies sold, which we refer to as constrained LTVs, of commission payments. Commission revenue represented less than 10% of total revenue for the year ended December 31, 2023. Development

~~For~~Research ~~the~~and ~~periods~~development ~~presented,~~expense consists primarily of personnel-related costs for software development and product management. We have focused our ~~total~~research ~~revenue~~and ~~consisted~~development efforts on improving ease of ~~revenue~~use ~~generated~~and ~~within~~functionality of our ~~insurance~~existing ~~verticals~~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 ~~follows:~~a component of cost of revenue. We expect that research and development expense will increase modestly in 2025 as compared to 2024.

	Year Ended December 31,
	2023		2022		2021
	(in thousands)
Automotive	$	227,505	$	324,417	$	330,928
Home and Renters		40,889		31,909		37,548
Other		19,527		47,801		50,039
Total Revenue	$	287,921	$	404,127	$	418,515

General and Administrative

WeGeneral ~~expect~~and anadministrative ~~overall~~expense ~~increase~~consists inof ~~revenue~~personnel-related incosts ~~2024~~and related expenses for executive, ~~including~~finance, inlegal, ~~our~~human ~~automotive~~resources, ~~and~~technical ~~home~~support and ~~renters~~administrative ~~verticals,~~personnel as wewell ~~anticipate~~as ~~increased~~the ~~spending~~costs ~~from~~associated ~~our~~with ~~carrier~~professional ~~partners.~~fees Wefor ~~expect~~external ~~revenue~~legal, ~~from~~accounting ~~our~~and other consulting services, insurance ~~vertical~~premiums toand ~~further~~payment ~~decrease~~processing inand ~~2024~~billing ascosts. aWe ~~result~~expect ofthat ~~our~~general ~~exit~~and ~~from~~administrative ~~the~~expense ~~health~~will ~~insurance~~increase ~~vertical~~modestly in 2025 as compared to 2024.

~~Cost~~Restructuring and ~~Operating~~Other ~~Expenses~~ Charges

~~Our~~Restructuring ~~cost~~ and ~~operating~~other ~~expenses~~charges ~~consist~~includes ofcosts ~~cost~~related ofto ~~revenue,~~the ~~sales~~recent restructuring and ~~marketing,~~our ~~research~~exit ~~and~~of ~~development,~~the ~~general~~health ~~and~~insurance ~~administrative~~vertical. ~~expenses,~~We completed this restructuring and ~~other~~exit ~~charges~~from ~~and~~health ~~acquisition-related~~in ~~costs~~2023.

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. PersonnelAcquisition-related ~~costs included in cost of revenue and operating expense categories include wages, fringe benefit costs and stock-based compensation expense.~~

~~Cost~~Acquisition-related costs include expenses associated with third-party professional services we utilize for the evaluation and execution of ~~Revenue~~acquisitions as well as changes in the fair value of our contingent consideration liabilities recorded as the result of our acquisitions of Eversurance and PolicyFuel, which occurred in 2020 and 2021, respectively.

~~Cost~~Other ofIncome 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.(Expense)

~~Sales~~Other income (expense) consists of interest income and ~~Marketing~~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.

~~Sales~~Income ~~and~~Taxes 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 and amortization of sales and marketing-related intangible assets. 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 as we expect increased carrier spend for referrals, which will impact our advertising expenditures, though we expect personnel-related costs to decrease in 2024 from 2023 as a result of the Reduction Plan implemented in June 2023.

~~Research~~Income tax expense is based on our estimate of taxable income, applicable income tax rates, net research and ~~Development~~development tax credits, net operating loss carryforwards, changes in valuation allowance estimates and deferred income taxes.

~~Research and development expense consists primarily of personnel~~Non-~~related~~GAAP ~~costs~~Financial ~~for~~Measure 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 remain relatively flat in 2024 as compared to 2023.

30To 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 Annual Report on Form 10-K 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.

~~Table~~Adjusted EBITDA. We define adjusted EBITDA as our net income (loss), excluding the impact of ~~Contents~~stock-based compensation expense; depreciation and amortization expense; restructuring and other charges; acquisition-related costs; interest income; and income taxes. The most directly comparable GAAP measure to adjusted EBITDA is net income (loss). We monitor and present in this Annual Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.

~~General~~We use adjusted EBITDA to evaluate our operating performance and ~~Administrative~~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 expenses 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.

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 decrease in 2024 from 2023, partially as a result of the Reduction Plan implemented in June 2023. 30

~~Restructuring~~Table ~~and~~of ~~Other Charges~~Contents

~~Restructuring~~Adjusted EBITDA is not prepared in accordance with GAAP and ~~other~~should ~~charges~~not ~~includes~~be ~~costs~~considered ~~related~~in isolation of, or as an alternative to, ~~the~~measures ~~recent~~prepared ~~restructuring~~in ~~and~~accordance ~~our~~with ~~exit~~GAAP. There are a number of limitations related to the ~~health~~use ~~insurance~~of ~~vertical.~~adjusted WeEBITDA ~~completed~~rather ~~this~~than ~~restructuring~~net ~~and~~income ~~exit~~(loss), ~~from~~which ~~health~~is the most directly comparable financial measure calculated and presented in ~~2023~~accordance with GAAP. Some of these limitations are:

•

~~Acquisition~~adjusted EBITDA excludes stock-~~related~~based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;

•

~~Acquisition-related~~adjusted ~~costs~~EBITDA ~~include~~excludes ~~expenses~~depreciation ~~associated~~and ~~with~~amortization ~~third-party~~expense ~~professional services we utilize for the evaluation~~ and, ~~execution~~although ofthis ~~acquisitions~~is asa ~~well~~non-cash asexpense, ~~changes in~~ the ~~fair~~assets ~~value~~being ofdepreciated ~~our~~and ~~contingent~~amortized ~~consideration~~may ~~liabilities~~have ~~recorded~~to asbe ~~the~~replaced ~~result of our acquisitions of Eversurance and PolicyFuel, which occurred~~ in ~~2020~~the ~~and 2021, respectively.~~ future;

•

~~Other~~adjusted ~~Income~~EBITDA ~~(Expense)~~excludes restructuring and other charges, which includes the sale of health assets, that affects cash available to us;

•

~~Other~~adjusted ~~income~~EBITDA ~~(expense)~~excludes ~~consists~~acquisition-related ofcosts ~~interest~~that ~~income~~affects ~~and~~cash ~~other~~available ~~income~~to ~~(expense).~~us ~~Interest~~and ~~income~~the ~~consists~~change ofin ~~interest~~fair ~~earned~~value onof ~~invested~~ non-cash ~~balances.~~contingent ~~Other~~consideration ~~income~~liabilities; ~~(expense) consists of miscellaneous income (expense) unrelated to our core operations.~~

•

~~Income~~adjusted ~~Taxes~~EBITDA does not reflect the cash received from interest income on our investments, which affects the cash available to us;

•

~~Income~~adjusted ~~tax~~EBITDA ~~expense~~does isnot ~~based~~reflect ~~on our estimate of taxable~~ income, ~~applicable~~taxes ~~income~~that ~~tax~~affects ~~rates,~~cash ~~net~~available ~~research~~to ~~and~~us; ~~development tax credits, net operating loss carrybacks, changes in valuation allowance estimates~~ and ~~deferred income taxes.~~

•

~~Non-GAAP~~the ~~Financial~~expenses ~~Measure~~and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results.

ToIn ~~supplement~~addition, ~~our~~other ~~consolidated~~companies ~~financial~~may ~~statements~~use ~~presented~~other inmeasures ~~accordance with GAAP and~~ to ~~provide~~evaluate ~~investors~~their ~~with additional information regarding our financial results~~performance, weall ~~present~~of inwhich ~~this~~could ~~Annual~~reduce ~~Report~~the onusefulness ~~Form~~of ~~10-K~~ adjusted EBITDA as a ~~non-GAAP~~tool ~~financial~~for ~~measure~~comparison. ~~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~~The ~~EBITDA.~~following Wetable ~~define~~reconciles adjusted EBITDA asto ~~our~~ net income (loss), ~~excluding~~ the impact of stock-based compensation expense; depreciation and amortization expense; restructuring and other charges; acquisition-related costs; one-time severance charges; interest income; and income taxes. The most directly comparable ~~GAAP~~financial ~~measure~~measures tocalculated ~~adjusted EBITDA is net income (loss). We monitor~~ and ~~present~~presented in ~~this~~accordance ~~Annual~~with Report on Form 10-K adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our businessGAAP. ~~In particular, we believe that excluding the impact of these expenses in calculating adjusted EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.~~

WeReconciliation 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~~Net ~~expenses~~Income ~~that~~(Loss) weto ~~exclude~~Adjusted ~~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. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the most directly comparable financial measure calculated and presented in accordance with GAAP. Some of these limitations are:


	Year Ended December 31,
	2024			2023			2022
	(in thousands)
Net income (loss)	$	32,169		$	(51,287	)	$	(24,416	)
Stock-based compensation		20,614			22,808			28,986
Depreciation and amortization		5,672			6,196			5,848
Restructuring and other charges		—			23,568			—
Acquisition-related costs		—			(150	)		(4,135	)
Interest income		(2,079	)		(1,251	)		(349	)
Income taxes		1,839			577			—
Adjusted EBITDA	$	58,215		$	461		$	5,934

~~adjusted EBITDA excludes stock-based compensation expense as it has recently been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business;~~ 31

~~adjusted~~Table ~~EBITDA~~of ~~excludes depreciation and amortization expense and, although this is a non-cash expense, the assets being depreciated and amortized may have to be replaced in the future;~~Contents

~~adjusted~~Results ~~EBITDA excludes restructuring and other charges, which includes the sale~~ of ~~health~~Operations ~~assets, that affect cash available to us;~~

31The following tables set forth our results of operations for the periods shown:


	Year Ended December 31,
	2024			2023			2022
	(in thousands)
Statement of Operations Data:
Revenue(1)	$	500,190		$	287,921		$	404,127
Cost and operating expenses(2):
Cost of revenue		20,922			22,455			23,980
Sales and marketing		387,700			240,131			349,255
Research and development		29,553			27,591			31,713
General and administrative		30,264			26,301			28,102
Restructuring and other charges		—			23,568			—
Acquisition-related costs		—			(150	)		(4,135	)
Total cost and operating expenses		468,439			339,896			428,915
Income (loss) from operations		31,751			(51,975	)		(24,788	)
Other income:
Interest income		2,079			1,251			349
Other income, net		178			14			23
Total other income, net		2,257			1,265			372
Income (loss) before income taxes		34,008			(50,710	)		(24,416	)
Income tax expense		(1,839	)		(577	)		—
Net income (loss)	$	32,169		$	(51,287	)	$	(24,416	)
Other Financial and Operational Data:
Variable marketing dollars	$	155,227		$	100,282		$	128,258
Adjusted EBITDA(3)	$	58,215		$	461		$	5,934

(1)

~~adjusted~~Comprised ~~EBITDA~~of ~~excludes~~revenue ~~acquisition-related~~from ~~costs that affect cash available to us and~~ the ~~change~~following indistribution ~~fair~~channels: ~~value of non-cash contingent consideration liabilities;~~

adjusted EBITDA excludes severance charges incurred and paid in the fourth quarter of 2021 related to our reduction in non-marketing operating expenses that affected cash available to us;


	Year Ended December 31,
	2024			2023			2022
Direct channels		86	%		81	%		86	%
Indirect channels		14	%		19	%		14	%
		100	%		100	%		100	%

(2)

~~adjusted~~Includes ~~EBITDA~~stock-based ~~does~~compensation ~~not~~expense ~~reflect~~as ~~the~~follows: ~~cash received from interest income on our investments, which affects the cash available to us;~~

adjusted EBITDA does not reflect income taxes that affects cash available to us; and


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Cost of revenue	$	182	$	219	$	281
Sales and marketing		6,796		8,667		11,018
Research and development		5,502		8,053		10,328
General and administrative		8,134		5,869		7,359
Restructuring and other charges		—		1,288		—
	$	20,614	$	24,096	$	28,986

the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results. 32

InTable ~~addition, other companies may use other measures to evaluate their performance, all~~ of ~~which could reduce the usefulness of adjusted EBITDA as a tool for comparison.~~ Contents

~~The~~(3) See ~~following~~“—Non-GAAP ~~table~~Financial ~~reconciles~~Measure” ~~adjusted~~for ~~EBITDA~~information toregarding ~~net~~our ~~income~~use ~~(loss),~~of ~~the~~adjusted ~~most~~EBITDA ~~directly~~as ~~comparable~~a non-GAAP financial ~~measures~~measure ~~calculated~~ and ~~presented~~a inreconciliation ~~accordance~~of ~~with~~adjusted EBITDA to its comparable GAAP financial measure.

~~Reconciliation~~ Comparison of ~~Net~~the ~~Loss~~Years toEnded ~~Adjusted~~December ~~EBITDA:~~31, 2024 and 2023

	Year Ended December 31,
	2023			2022			2021
	(in thousands)
Net loss	$	(51,287	)	$	(24,416	)	$	(19,434	)
Stock-based compensation		22,808			28,986			30,020
Depreciation and amortization		6,196			5,848			5,072
Restructuring and other charges		23,568			—			—
Acquisition-related costs		(150	)		(4,135	)		1,065
Severance under a plan		—			—			440
Interest income		(1,251	)		(349	)		(37	)
Income taxes		577			—			(2,510	)
Adjusted EBITDA	$	461		$	5,934		$	14,616

Revenue


	Year Ended December 31,				Change
	2024		2023		Amount		%
	(dollars in thousands)
Revenue	$	500,190	$	287,921	$	212,269		73.7	%

~~Table~~Revenue increased by $212.3 million from $287.9 million for the year ended December 31, 2023 to $500.2 million for the year ended December 31, 2024. The increase in revenue was due to an increase of ~~Contents~~$218.6 million in our automotive insurance vertical and an increase of $11.1 million in our home and renters insurance vertical, partially offset by a decrease of $17.4 million in our other insurance verticals. The increase in revenue from our automotive vertical was due to an increase in carrier spend for referrals of $223.8 million, a significant portion of which was from our largest customer, partially offset by a decrease in commission revenue of $5.2 million. The increase in revenue from our home and renters insurance vertical was primarily due to an increase in carrier spend for referrals. The decrease in revenue from our other insurance verticals was due to a decrease in commission revenue of $10.3 million and a decrease in carrier spend for referrals of $7.2 million, both due primarily to our exit from the health insurance vertical in 2023.

~~Results~~Cost of ~~Operations~~ Revenue

The following tables set forth our results of operations for the periods shown:


	Year Ended December 31,						Change
	2024			2023			Amount			%
	(dollars in thousands)
Cost of revenue	$	20,922		$	22,455		$	(1,533	)		-6.8	%
Percentage of revenue		4.2	%		7.8	%

	Year Ended December 31,
	2023			2022			2021
	(in thousands)
Statement of Operations Data:
Revenue(1)	$	287,921		$	404,127		$	418,515
Cost and operating expenses(2):
Cost of revenue		22,455			23,980			23,949
Sales and marketing		240,131			349,255			354,990
Research and development		27,591			31,713			35,732
General and administrative		26,301			28,102			24,703
Restructuring and other charges		23,568			—			—
Acquisition-related costs		(150	)		(4,135	)		1,065
Total cost and operating expenses		339,896			428,915			440,439
Loss from operations		(51,975	)		(24,788	)		(21,924	)
Other income (expense):
Interest income		1,251			349			37
Other income (expense), net		14			23			(57	)
Total other income (expense), net		1,265			372			(20	)
Loss before income taxes		(50,710	)		(24,416	)		(21,944	)
Income tax (expense) benefit		(577	)		—			2,510
Net loss	$	(51,287	)	$	(24,416	)	$	(19,434	)
Other Financial and Operational Data:
Variable marketing margin	$	100,282		$	128,258		$	129,553
Adjusted EBITDA(3)	$	461		$	5,934		$	14,616

Cost of revenue decreased from $22.5 million for the year ended December 31, 2023 to $20.9 million for the year ended December 31, 2024. Cost of revenue decreased primarily due to a decrease in personnel-related costs of $1.4 million related primarily to decreased headcount related to our exit of the health insurance vertical, partially offset by an increase in third-party call center costs of $0.7 million due primarily to a net increase in call volume. Depreciation and amortization costs decreased by $0.7 million in 2024 due primarily to the acceleration of useful life of health insurance related assets and depreciation costs of technology assets that were fully depreciated in 2023 as they were no longer being used. Hosting costs also decreased by $0.3 million.

~~Comprised~~Sales ofand ~~revenue~~Marketing ~~from the following distribution channels:~~

	Year Ended December 31,						Change
	2023			2022			2021
	2024			2023			Amount			%
Direct channels		81	%		86	%		90	%
	(dollars in thousands)
Indirect channels		19	%		14	%		10	%
Sales and marketing expense	$	387,700		$	240,131		$	147,569			61.5	%
		100	%		100	%		100	%
Percentage of revenue		77.5	%		83.4	%

~~Includes~~Sales and marketing expenses increased by $147.6 million from $240.1 million for the year ended December 31, 2023 to $387.7 million for the year ended December 31, 2024. The increase in sales and marketing expense was primarily due to an increase in advertising costs of $157.3 million due to an increase in carrier spend, partially offset by a decrease in personnel-related costs of $9.2 million, primarily in our DTC agency. Personnel-related costs included stock-based compensation expense asof ~~follows:~~$6.8 million and $8.7 million for the years ended December 31, 2024 and 2023, respectively. Technology services and agent license fees also decreased by $0.8 million and $0.6 million, respectively, due primarily to our exit from the health insurance vertical in 2023 and reduction in personnel, while marketing costs increased by $0.7 million due primarily to branding costs and customer events.

	Year Ended December 31,
	2023		2022		2021
	(in thousands)
Cost of revenue	$	219	$	281	$	363
Sales and marketing		8,667		11,018		12,405
Research and development		8,053		10,328		9,551
General and administrative		5,869		7,359		7,701
Restructuring and other charges		1,288		—		—
	$	24,096	$	28,986	$	30,020

Research and Development


	Year Ended December 31,						Change
	2024			2023			Amount		%
	(dollars in thousands)
Research and development expense	$	29,553		$	27,591		$	1,962		7.1	%
Percentage of revenue		5.9	%		9.6	%

~~Table of Contents~~33

~~(3) See~~Table ~~“—Non-GAAP Financial Measure” for information regarding our use~~ of ~~adjusted EBITDA as a non-GAAP financial measure and a reconciliation of adjusted EBITDA to its comparable GAAP financial measure.~~ Contents

Research ~~Comparison~~and development expenses increased by $2.0 million from $27.6 million for the year ended December 31, 2023 to $29.6 million for the year ended December 31, 2024. The increase in research and development expense was due primarily to an increase in personnel-related costs of $1.7 million related primarily to net compensation. Personnel-related costs included stock-based compensation expense of $5.5 million and $8.1 million for the ~~Years~~years ~~Ended~~ended December 31, 2024 and 2023, respectively. Travel, office allocations and ~~2022~~consulting costs also increased by $0.4 million, $0.4 million and $0.3 million, respectively. Technology service costs decreased by $0.9 million due to decreased cloud services usage.

~~Revenue~~General and Administrative

	Year Ended December 31,						Change
	2023			2022			Amount			%
	2024			2023			Amount			%
	(dollars in thousands)
Revenue	$	287,921		$	404,127		$	(116,206	)		-28.8	%
General and administrative expense	$	30,264		$	26,301		$	3,963			15.1	%
Percentage of revenue		6.1	%		9.1	%

~~Revenue~~General ~~decreased~~and administrative expenses increased by $~~116~~4.20 million from $~~404~~26.13 million for the year ended December 31, ~~2022~~2023 to $~~287~~30.93 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase in ~~revenue~~general and administrative expenses was primarily due to aan ~~decrease~~increase in personnel-related costs of $962.92 million inand ~~our~~an ~~automotive~~increase ~~insurance~~in ~~vertical~~professional ~~and~~fees ~~a decrease~~ of $281.38 million infor ~~our~~consulting ~~other insurance verticals~~services, partially offset by andecreases ~~increase~~ in ~~revenue~~legal ~~from~~fees ~~our home~~ and ~~renters~~ insurance ~~vertical~~expense of $9.0 ~~million~~. ~~The decrease in revenue from our automotive insurance vertical was primarily due to a decrease in carrier spend for referrals of $83.~~3 million, ~~including a decrease in subsidies from one of our larger carrier customers, and a decrease in commission revenue of $13~~each.6 ~~million.~~Personnel-related ~~The~~costs ~~decrease~~included instock-based ~~revenue~~compensation ~~from~~expense ~~our other insurance verticals was primarily due to a decrease in commission revenue~~ of $188.71 million and ~~a decrease in carrier spend for referrals of~~ $95.69 million, ~~both~~for ~~due~~the ~~primarily~~years toended ~~our~~December ~~exit~~31, ~~from~~2024 ~~health~~and ~~insurance~~2023, respectively.

~~Cost~~Restructuring ofand ~~Revenue~~Other Charges

	Year Ended December 31,						Change
	2023			2022			Amount			%
	(dollars in thousands)
Cost of revenue	$	22,455		$	23,980		$	(1,525	)		-6.4	%
Percentage of revenue		7.8	%		5.9	%

There were no restructuring and other charges for the year ended December 31, 2024. Restructuring and other charges of $23.6 million for the year ended December 31, 2023 consisted of the loss on the sale of health insurance vertical assets of $19.4 million and an asset impairment charge of $0.4 million for the right-of-use asset related to our Cambridge, Massachusetts office lease. Restructuring costs and other charges also included net employee separation charges and non-cash compensation related to the restructuring of $3.8 million.

~~Cost of revenue decreased from $24.0 million for the year ended December 31, 2022 to $22.5 million for the year ended December 31, 2023. Cost of revenue decreased primarily due to a decrease in third~~Acquisition-~~party call center costs of $3.1 million as a result of shifting call referrals from third-party call centers to employees and a decrease in calls~~ related to our health insurance vertical. Hosting costs also decreased by $0.9 million. These decreases were partially offset by increased personnel-related costs of $1.4 million due to the shift of call referrals from third-party call centers to employees and an increase in depreciation expense of $1.0 million related primarily to technology assets that will no longer be used. Costs

~~Sales~~There were no acquisition-related costs for the year ended December 31, 2024. Acquisition-related costs for the year ended December 31, 2023 were $(0.2) million and ~~Marketing~~consisted of a credit to acquisition-related costs for the decrease in fair value of our contingent consideration liabilities.

	Year Ended December 31,						Change
	2023			2022			Amount			%
	(dollars in thousands)
Sales and marketing expense	$	240,131		$	349,255		$	(109,124	)		-31.2	%
Percentage of revenue		83.4	%		86.4	%

Other Income (Expense)

~~Sales~~Other ~~and~~income ~~marketing~~(expense) ~~expenses~~included ~~decreased~~interest byincome of $~~109~~2.1 million ~~from~~and $~~349~~1.3 million for the ~~year~~years ended December 31, ~~2022~~2024 toand ~~$240.1 million for the year ended December 31~~2023, ~~2023~~respectively. The ~~decrease~~increase in ~~sales~~interest ~~and~~income ~~marketing~~in ~~expense~~2024 was ~~primarily~~ due to ahigher ~~decrease~~invested incash ~~advertising costs of $88~~balances.2 ~~million~~Other ~~due~~income ~~to a decrease in carrier spend. Sales and marketing expenses also decreased due to our exit from the health insurance vertical~~(expense), ~~including~~net ~~decreases~~was innot ~~personnel-related~~significant ~~costs~~for ~~and~~either ~~office and occupancy costs~~ of ~~$15.7~~the ~~million~~years ~~and~~ended ~~$1.0~~December ~~million~~31, ~~respectively,~~2024 ~~and~~or ~~decreases in depreciation and amortization expense and agent license fees of $0~~2023.7 ~~million and $0.6 million, respectively. Technology services also decreased by $1.1 million and agent marketing decreased by $0.5 million due to lower usage and activity.~~

~~Research~~Income ~~and Development~~ Taxes

	Year Ended December 31,						Change
	2023			2022			Amount			%
	(dollars in thousands)
Research and development expense	$	27,591		$	31,713		$	(4,122	)		-13.0	%
Percentage of revenue		9.6	%		7.8	%

Income tax expense of $1.8 million for the year ended December 31, 2024 consisted primarily of state and federal income taxes for the portion of our taxable income that was not offset by operating loss and tax credit carryforwards. Income tax expense of $0.6 million for the year ended December 31, 2023 consisted primarily of foreign and state income expense. As of December 31, 2024, we have federal and state net operating loss carryforwards of $70.1 million and $82.5 million, respectively, that can be used to offset a portion of future taxable income. We maintain a valuation allowance on our overall net deferred tax asset as it is deemed more likely than not the net deferred tax asset will not be realized.

Table of Contents

~~Research~~Variable ~~and~~Marketing ~~development~~Dollars ~~expenses decreased by $4.1 million from $31.7 million for the year ended December 31, 2022 to $27.6 million for the year ended December 31, 2023. The decrease in research~~ and ~~development~~Margin ~~expense was due to a decrease in personnel-related costs.~~

General and Administrative


	Year Ended December 31,						Change
	2024			2023			Amount		%
	(dollars in thousands)
Revenue	$	500,190		$	287,921		$	212,269		73.7	%
Less: total advertising expense (a component of sales and marketing expense)		344,963			187,639
Variable marketing dollars	$	155,227		$	100,282		$	54,945		54.8	%
Variable marketing margin		31.0	%		34.8	%

	Year Ended December 31,						Change
	2023			2022			Amount			%
	(dollars in thousands)
General and administrative expense	$	26,301		$	28,102		$	(1,801	)		-6.4	%
Percentage of revenue		9.1	%		7.0	%

The increase in variable marketing dollars was due primarily to increased carrier spend. The decrease in variable marketing margin was primarily due to the relative mix of referral types and competitive pricing for advertising spend.

~~General~~Comparison ~~and~~of ~~administrative expenses decreased by $1.8 million from $28.1 million for~~ the ~~year~~Years ~~ended~~Ended December 31, ~~2022 to $26.3 million for the year ended December 31,~~ 2023. ~~The decrease in general~~ and ~~administrative~~2022 expenses was primarily due to a decrease in personnel-related costs of $0.9 million and decreases in insurance costs and bad debt expense of $0.5 million each. These decreases were partially offset by a net increase in professional fees of $0.5 million, primarily due to an increase in legal costs.

~~Restructuring~~For a discussion of our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, see Item 7. Management’s Discussion and ~~Other~~Analysis ~~Charges~~of Financial Condition and Results of Operations—Results of Operations—Comparison of the Years Ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

~~Restructuring~~Liquidity and ~~other~~Capital ~~charges~~Resources of $23.6 million for the year ended December 31, 2023 consisted of costs related to the Reduction Plan implemented in June 2023. Restructuring and other charges primarily included the loss on the sale of health insurance vertical assets of $19.4 million and an asset impairment charge of $0.4 million for the right-of-use asset related to our Cambridge, Massachusetts office lease. Restructuring costs and other charges also included net employee separation charges and non-cash compensation related to the restructuring of $3.8 million.

~~Acquisition-related~~Our ~~Costs~~principal sources of liquidity are cash and cash equivalents of $102.1 million as of December 31, 2024 and up to $25.0 million of availability under our revolving line of credit pursuant to the 2023 Amended Loan Agreement (defined as the Amended and Restated Loan and Security Agreement, dated as of August 7, 2020 between us and Western Alliance Bank, as Lender, or the 2020 Loan Agreement, as amended by the Loan and Security Modification Agreement dated as of July 15, 2022, or the 2022 Loan Amendment, as amended by the Loan and Security Modification Agreement dated as of August 1, 2023, or the 2023 Consent and Release, as amended by the Loan and Security Modification Agreement, dated as of on August 7, 2023, or the 2023 Loan Amendment, as amended by the Loan and Security Modification Agreement, dated as of September 4, 2024).

~~Acquisition-related~~Pursuant ~~costs~~to ~~for~~ the ~~years~~2023 ~~ended~~Amended ~~December~~Loan 31Agreement, ~~2023~~borrowings ~~and~~under ~~2022~~the ~~were~~revolving ~~$(0.2)~~line ~~million~~of ~~and~~credit ~~$(4.1)~~cannot ~~million~~exceed 85% of eligible accounts receivable balances, ~~respectively~~bear interest at the greater of 7.0% Weor ~~recorded~~the ~~these~~prime ~~credits~~rate toas ~~acquisition-related~~published ~~costs~~in ~~for~~The ~~the~~Wall ~~years~~Street ~~ended~~Journal ~~December~~and 31mature on July 15, ~~2023~~2025. ~~and~~In ~~2022~~an ~~for~~event ~~the~~of ~~decreases~~default, as defined in ~~fair~~the ~~value~~2023 ofAmended ~~our~~Loan ~~contingent~~Agreement, ~~consideration~~and ~~liabilities.~~until ~~The~~such ~~decreases~~event inis ~~fair~~no ~~value~~longer ~~were~~continuing, ~~related~~the annual interest rate to ~~our~~be ~~future~~charged ~~revenue~~would ~~forecasts~~be ~~and~~the toannual arate ~~lesser~~otherwise ~~extent,~~applicable ~~changes~~to inborrowings ~~market~~under ~~value~~the of2023 ~~our~~Amended ~~Class~~Loan AAgreement ~~common~~plus ~~stock~~5.00%.

~~Other~~Borrowings ~~Income~~are collateralized by substantially all of our assets and property. Under the 2023 Amended Loan Agreement, we have agreed to certain affirmative and negative covenants to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the 2023 Amended Loan Agreement and through the maturity date, we are required to maintain a minimum Adjusted Quick Ratio of 1.10 to 1.00 defined as the ratio of (~~Expense~~1) the sum of (x) unrestricted cash and cash equivalents held at the Lender plus (y) net accounts receivable reflected on our balance sheet to (2) current liabilities, including all borrowings outstanding under the 2023 Amended Loan Agreement, but excluding the current portion of deferred revenue (in each case determined in accordance with GAAP). At any time the Adjusted Quick Ratio is less than 1.30 to 1.00 the Lender 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. As of December 31, 2024, we were in compliance with these covenants and we had no amounts outstanding under the revolving line of credit.

~~Other~~In ~~income~~addition, ~~(expense)~~we ~~included~~have ~~interest~~an ~~income~~effective ofuniversal ~~$1.~~shelf registration statement on Form S-3 ~~million~~with ~~and~~the SEC that permits us to sell up to $0150.30 million ~~for~~of ~~the~~any ~~years~~combination ~~ended~~of ~~December~~our 31common stock, ~~2023~~preferred ~~and~~stock, ~~2022~~debt securities, ~~respectively~~warrants, rights or units from time to time and at prices and on terms that we may determine. The ~~increase~~net inproceeds ~~interest~~of ~~income~~any insecurities ~~2023~~we ~~was~~sell ~~due~~under tothis ~~higher~~registration ~~interest~~statement ~~rates.~~may ~~Other~~be ~~income~~used ~~(expense)~~for general corporate purposes, ~~net~~including ~~was~~among ~~not~~other ~~significant~~possible ~~for~~uses, ~~either~~the acquisition of ~~the~~companies ~~years~~or ~~ended~~businesses, ~~December~~repayment 31and refinancing of debt, ~~2023~~working orcapital ~~2022~~and capital expenditures. At this time we have no plans to sell any such securities under this registration statement.

~~Income Taxes~~35

~~Income~~Table ~~tax expense~~ of $0.6 million for the year ended December 31, 2023 consisted of foreign and state income expense. We did not record income tax expense for the year ended December 31, 2022 as we offset taxable income with net operating loss carryforwards. We generated taxable income during the year ended December 31, 2022 related primarily to capitalized research and development costs due to the new requirement to capitalize research and development costs under Section 174 of the Internal Revenue Code of 1986. We recorded an income tax benefit of $2.5 million for the year ended December 31, 2021 due to the release of a portion of our valuation allowance as a result of the PolicyFuel acquisition. The net deferred tax liability recorded for the PolicyFuel acquisition primarily relates to the intangible assets recognized in purchase accounting which are non-deductible for tax purposes and result in a deferred tax liability. Contents

~~Variable~~Prior ~~Marketing~~to ~~Margin~~2024, we incurred annual operating losses and we may incur losses in the future. We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements, without considering the borrowing availability under our revolving line of credit. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of capital equipment to support our growth, sales and marketing activities, impact to our business from our recent restructuring, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. 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.

	Year Ended December 31,						Change
	2023			2022			Amount			%
	(dollars in thousands)
Revenue	$	287,921		$	404,127		$	(116,206	)		-28.8	%
Less: total advertising expense (a component of sales and marketing expense)		187,639			275,869
Variable marketing margin	$	100,282		$	128,258		$	(27,976	)		-21.8	%
Percentage of revenue		34.8	%		31.7	%

Cash Flows

35The following table shows a summary of our cash flows:


	Year Ended December 31,
	2024			2023			2022
	(in thousands)
Net cash provided by (used in) operating activities	$	66,566		$	(2,828	)	$	(15,791	)
Net cash provided by (used in) investing activities		(4,114	)		9,354			(4,290	)
Net cash provided by financing activities		1,707			577			15,842
Effect of exchange rate changes on cash, cash equivalents and restricted cash		1			18			(27	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	64,160		$	7,121		$	(4,266	)

~~The~~Operating ~~decrease~~activities ~~in variable marketing margin was due primarily to decreased carrier spend.~~

~~Comparison~~Operating activities provided $66.6 million and used $2.8 million of cash during the ~~Years~~years ~~Ended~~ended December 31, ~~2022~~2024 and ~~2021~~2023, respectively. Cash provided by operating activities in the year ended December 31, 2024 resulted from our net income of $32.2 million, net non-cash charges of $26.3 million and net cash provided by changes in our operating assets and liabilities of $8.1 million. Net cash provided by changes in our operating assets and liabilities consisted primarily of a $43.7 million increase in accounts payable and accrued expenses and other current liabilities and a $4.9 million decrease in commissions receivable, partially offset by a $40.2 million increase in accounts receivable.

~~For~~Cash aused ~~discussion~~by ofoperating ~~our~~activities ~~results~~in ~~of operations for~~ the year ended December 31, ~~2022~~2023 asresulted ~~compared~~from toour ~~the~~net ~~year~~loss ~~ended~~of ~~December~~$51.3 ~~31,~~million ~~2021,~~and ~~see~~net ~~Item~~cash 7.used ~~Management’s~~by ~~Discussion~~changes in our operating assets and ~~Analysis~~liabilities of ~~Financial~~$1.7 ~~Condition~~million, ~~and~~partially ~~Results~~offset by net non-cash charges of ~~Operations—Results~~$50.1 million, which included a loss on sale of ~~Operations—Comparison~~health assets of ~~the~~$19.4 ~~Years~~million. ~~Ended~~Net ~~December~~cash ~~31,~~used ~~2022~~by changes in our operating assets and ~~2021~~liabilities ~~included~~consisted primarily of a $15.0 million decrease in ~~our~~accounts ~~Annual~~payable ~~Report~~and onaccrued ~~Form~~expenses ~~10-K~~and ~~for~~other ~~the~~current ~~fiscal~~liabilities, ~~year~~partially ~~ended~~offset ~~December~~by 31an $8.2 million decrease in accounts receivable, ~~2022~~a $4.2 million decrease in commissions receivable and a $1.0 million decrease in prepaid expenses and other current assets.

~~Liquidity~~Changes in accounts receivable, prepaid expenses and ~~Capital~~other ~~Resources~~current assets and accounts payable and accrued expenses and other current liabilities were generally due to level of activity in our business and timing of customer and vendor invoicing and payments. Collection of commissions receivable depends upon the timing of our receipt of commission payments from insurance carriers. A significant portion of our commissions receivable asset is classified as long term.

~~Our~~Investing ~~principal~~activities sources of liquidity are cash and cash equivalents of $38.0 million as of December 31, 2023 and up to $25.0 million of availability under our revolving line of credit pursuant to the 2023 Amended Loan Agreement (defined as the Amended and Restated Loan and Security Agreement, dated as of August 7, 2020 between us and Western Alliance Bank, as Lender, as amended by the Loan and Security Modification Agreement dated as of July 15, 2022, as amended by the Loan and Security Modification Agreement dated as of August 1, 2023, as amended by the Loan and Security Modification Agreement, dated as of on August 7, 2023).

~~Pursuant~~Net tocash ~~the~~used ~~2023~~in ~~Amended~~investing ~~Loan~~activities ~~Agreement,~~was ~~borrowings~~$4.1 ~~under~~million for the ~~revolving~~year ~~line~~ended ofDecember ~~credit~~31, ~~cannot~~2024, ~~exceed~~consisting ~~85%~~ of ~~eligible~~cash ~~accounts~~used ~~receivable~~to ~~balances,~~acquire ~~bear~~property ~~interest~~and atequipment, which included the ~~greater~~capitalization of 7software development costs.0% orNet ~~the~~cash ~~prime~~provided ~~rate~~by asinvesting ~~published~~activities inwas ~~The~~$9.4 ~~Wall~~million ~~Street~~for ~~Journal~~the ~~and~~year ~~mature~~ended onDecember ~~July~~31, 152023, ~~2025.~~consisting ~~In an event~~ of ~~default,~~cash asproceeds ~~defined~~from in the ~~2023~~sale ~~Amended~~of ~~Loan~~Eversurance ~~Agreement,~~LLC ~~and~~of ~~until~~$13.2 ~~such~~million, ~~event~~partially isoffset noby ~~longer continuing,~~ the ~~annual~~acquisition ~~interest~~of ~~rate~~property toand beequipment ~~charged~~of ~~would~~$3.8 bemillion, ~~the~~which ~~annual~~included ~~rate otherwise applicable to borrowings under~~ the ~~2023~~capitalization ~~Amended~~of ~~Loan~~certain ~~Agreement~~software ~~plus~~development 5costs.~~00%.~~

~~Borrowings~~Financing ~~are~~activities collateralized by substantially all of our assets and property. Under the 2023 Amended Loan Agreement, we have agreed to certain affirmative and negative covenants to which we will remain subject until maturity. The covenants include limitations on our ability to incur additional indebtedness and engage in certain fundamental business transactions, such as mergers or acquisitions of other businesses. In addition, under the 2023 Amended Loan Agreement and through the maturity date, we are required to maintain a minimum Adjusted Quick Ratio of 1.10 to 1.00 defined as the ratio of (1) the sum of unrestricted cash and cash equivalents held at the Lender plus (y) net accounts receivable reflected on our balance sheet to (2) current liabilities, including all borrowings outstanding under the 2023 Amended Loan Agreement, but excluding the current portion of deferred revenue (in each case determined in accordance with GAAP). At any time the Adjusted Quick Ratio is less than 1.30 to 1.00 the Lender 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. As of December 31, 2023, we were in compliance with these covenants and we had no amounts outstanding under the revolving line of credit.

InDuring ~~addition, we are filing a universal shelf registration statement on Form S-3 with~~ the ~~SEC~~years ~~concurrently~~ended ~~with~~December ~~the filing of this Annual Report on Form 10-K~~31, ~~which~~2024 ~~when~~and ~~declared effective~~2023, ~~will~~net ~~register~~cash ~~for~~provided ~~sale~~by upfinancing toactivities was $~~150~~1.07 million ofand ~~any~~$0.6 ~~combination of our common stock~~million, ~~preferred~~respectively. ~~stock,~~Net ~~debt~~cash ~~securities,~~provided ~~warrants,~~by ~~rights~~financing oractivities ~~units~~during ~~from~~the ~~time~~year toended ~~time~~December ~~and~~31, at2024 ~~prices~~ and on2023 ~~terms~~consisted ~~that~~of ~~we may determine. The net~~ proceeds ofreceived ~~any~~from ~~securities we sell under this registration statement may be used for general corporate purposes, including among other possible uses,~~ the ~~acquisition~~exercise of ~~companies~~common orstock ~~businesses~~options, ~~repayment~~partially ~~and~~offset ~~refinancing~~by oftax ~~debt,~~withholding ~~working~~payments ~~capital~~relating ~~and capital expenditures. At this time we have no plans~~ to ~~sell~~net ~~any~~share ~~such securities under this registration statement~~ settlements.

Since our inception, we have incurred operating losses and may continue to incur losses in the foreseeable future. We believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements for at least the next 12 months, without considering the borrowing availability under our revolving line of credit. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our revenue, the timing and extent of spending on business initiatives, purchases of capital equipment to support our growth, sales and marketing activities, impact to our business from our recent restructuring, expansion of our business through acquisitions or our investments in complementary offerings, technologies or businesses, market acceptance of our platform and overall economic conditions. 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.36

36Table of Contents

~~Table~~For a discussion of ~~Contents~~our cash flows for the year ended December 31, 2022 see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cash Flows included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

~~Cash~~Contractual ~~Flows~~Obligations and Commitments

~~The~~Our ~~following~~cash ~~table~~flows ~~shows~~are dependent on a ~~summary~~number of factors in addition to our ~~cash~~operational ~~flows:~~expenditures, including our contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

	Year Ended December 31,
	2023			2022			2021
	(in thousands)
Net cash provided by (used in) operating activities	$	(2,828	)	$	(15,791	)	$	7,189
Net cash provided by (used in) investing activities		9,354			(4,290	)		(18,817	)
Net cash provided by financing activities		577			15,842			3,615
Effect of exchange rate changes on cash, cash equivalents and restricted cash		18			(27	)		(6	)
Net increase (decrease) in cash, cash equivalents and restricted cash	$	7,121		$	(4,266	)	$	(8,019	)

We lease office space in Cambridge, Massachusetts under non-cancelable operating leases through December 2027. We lease office space in Belfast, Northern Ireland pursuant to a sublease that expires in July 2027. As of December 31, 2024, we were obligated to make total minimum lease payments of $4.1 million under such leases, of which $1.4 million is payable in 2025.

~~Operating~~We ~~activities~~have outstanding agreements with various vendors for hosting and other technical services. We believe that we will be able to fund these obligations through our existing cash and cash equivalents.

~~Operating~~Critical ~~activities~~Accounting ~~used~~Policies ~~$2.8 million~~ and ~~$15.8~~Significant ~~million~~Judgments ~~of cash during the years ended December 31, 2023~~ and 2022, respectively. Cash used by operating activities in the year ended December 31, 2023 resulted from our net loss of $51.3 million and net cash used by changes in our operating assets and liabilities of $1.7 million, partially offset by net non-cash charges of $50.1 million, which included a loss on sale of health assets of $19.4 million. Net cash used by changes in our operating assets and liabilities consisted primarily of a $15.0 million decrease in accounts payable and accrued expenses and other current liabilities, partially offset by an $8.2 million decrease in accounts receivable, a $4.2 million decrease in commissions receivable and a $1.0 million decrease in prepaid expenses and other current assets.Estimates

~~Cash~~Our ~~used~~consolidated byfinancial ~~operating~~statements ~~activities~~are prepared in ~~the~~accordance ~~year~~with ~~ended~~GAAP. ~~December~~The ~~31,~~preparation ~~2022~~of ~~resulted from~~ our ~~net~~consolidated ~~loss~~financial ofstatements ~~$24.4~~and ~~million~~related ~~and~~disclosures ~~net~~requires ~~cash~~us ~~used~~to bymake ~~changes~~estimates inand ~~our~~judgments ~~operating~~that ~~assets~~affect ~~and~~the ~~liabilities~~reported amounts of ~~$22.8~~assets, ~~million~~liabilities, ~~partially~~revenue, ~~offset~~costs byand ~~net~~expenses, ~~non-cash~~and ~~charges~~the disclosure of ~~$31.4~~contingent ~~million.~~assets ~~Net~~and ~~cash~~liabilities ~~used~~in byour ~~changes~~consolidated infinancial statements. We base our ~~operating~~estimates ~~assets~~on historical experience, known trends and ~~liabilities~~events, ~~consisted~~and ~~primarily~~various ofother afactors ~~$24.2~~that ~~million~~we ~~increase~~believe inare ~~commissions~~reasonable ~~receivable~~under the circumstances, athe ~~$2.1~~results ~~million~~of ~~increase~~which inform ~~prepaid~~the ~~expenses~~basis ~~and~~for ~~other~~making ~~current~~judgments about the carrying values of assets and aliabilities ~~$1.3~~that ~~million~~are ~~decrease~~not inreadily ~~accounts~~apparent ~~payable~~from ~~and~~other ~~accrued~~sources. ~~expenses~~We ~~and~~evaluate ~~other~~our ~~current~~estimates ~~liabilities,~~and ~~partially~~assumptions ~~offset~~on byan aongoing $5basis.4 ~~million~~Our ~~decrease~~actual inresults ~~accounts~~may ~~receivable~~differ from these estimates under different assumptions or conditions.

~~Changes~~While inour ~~accounts~~significant ~~receivable,~~accounting ~~prepaid~~policies ~~expenses~~are ~~and~~described ~~other~~in ~~current~~more ~~assets~~detail ~~and~~in ~~accounts~~Note ~~payable~~2 ~~and~~to ~~accrued~~our ~~expenses~~audited ~~and~~consolidated ~~other~~financial ~~current~~statements, ~~liabilities~~appearing ~~were~~in ~~generally~~Part ~~due~~II, toItem ~~level~~8 of ~~activity~~this inAnnual ~~our~~Report ~~business~~on ~~and~~Form ~~timing~~10-K, ofwe ~~customer~~believe ~~and~~that ~~vendor~~the ~~invoicing~~following ~~and~~accounting ~~payments.~~policies ~~Collection~~are ofthose ~~commissions~~most ~~receivable~~critical ~~depends~~to ~~upon~~ the ~~timing~~judgments ofand ~~our~~estimates ~~receipt~~used ofin ~~commission~~the ~~payments~~preparation ~~from insurance carriers. A significant portion~~ of our ~~commissions~~consolidated ~~receivable~~financial ~~asset is classified as long term~~statements.

~~Investing~~ ~~activities~~Revenue Recognition

~~Net~~We ~~cash~~derive ~~provided~~our revenue primarily by ~~investing~~selling ~~activities~~consumer ~~was~~referrals ~~$9.4~~to ~~million~~our ~~for~~insurance ~~the~~provider ~~year~~customers, ~~ended~~including ~~December~~insurance 31carriers, ~~2023,~~agents ~~consisting~~and ofindirect ~~cash~~distributors. ~~proceeds~~We also generate revenue from commission fees for the sale of ~~Eversurance~~policies, ~~LLC~~primarily ofin ~~$13.2~~our ~~million~~automotive insurance vertical, ~~partially~~and ~~offset~~prior byto ~~the~~our ~~acquisition~~exit offrom ~~property~~health ~~and~~in ~~equipment~~2023, ofin $3our health insurance vertical.8 ~~million,~~To ~~which~~determine ~~included~~revenue recognition for arrangements that we determine are within the ~~capitalization~~scope of ~~certain~~ASC ~~software~~606 ~~development~~Revenue ~~costs.~~from ~~Net~~Contracts ~~cash~~with ~~used~~Customers, inor ~~investing~~ASC ~~activities~~606, ~~was~~we ~~$4.3~~perform ~~million~~the ~~for~~following ~~the~~five ~~year~~steps: ~~ended~~(i) ~~December~~identify ~~31,~~the ~~2022,~~contract(s) ~~consisting~~with ofa ~~cash~~customer; ~~used~~(ii) toidentify ~~acquire~~the ~~property~~performance ~~and~~obligations ~~equipment,~~in ~~which~~the ~~included~~contract; (iii) determine the ~~capitalization~~transaction ofprice; ~~software~~(iv) ~~development~~allocate ~~costs.~~the ~~During~~transaction ~~each~~price ofto the ~~years~~performance ~~ended~~obligations ~~December~~in ~~31,~~the ~~2023~~contract; and ~~2022,~~(v) werecognize ~~capitalized~~revenue ~~$3.6~~when ~~million~~(or ofas) ~~software~~we ~~development~~satisfy ~~costs~~a performance obligation.

~~Financing~~We ~~activities~~only apply the five-step model to contracts when collectibility of the consideration to which we are entitled in exchange for the goods or services we transfer to the customer is determined to be probable. Amounts are recorded as accounts receivable when our right to consideration is unconditional. We do 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.

~~During~~Referral ~~the~~Revenue years ended December 31, 2023 and 2022, net cash provided by financing activities was $0.6 million and $15.8 million, respectively. Net cash provided by financing activities during the year ended December 31, 2023 consisted of proceeds received from the exercise of common stock options, partially offset by tax withholding payments relating to net share settlements. Net cash provided by financing activities during the year ended December 31, 2022 consisted primarily of $15.0 million of proceeds from the issuance and sale of shares of common stock in a private placement with Recognition Capital, LLC, an entity which is owned and controlled by David Blundin, Chairman of the Board of Directors and co-founder of the Company, and $0.9 million from the exercise of common stock options.

~~For~~We arecognize ~~discussion~~referral ofrevenue ~~our~~when ~~cash~~we ~~flows~~satisfy ~~for~~our ~~the~~performance ~~year~~obligations ~~ended~~by ~~December~~delivering ~~31,~~the ~~2021,~~referrals ~~see~~to ~~Item~~our 7.customers ~~Management’s~~in ~~Discussion~~an ~~and~~amount ~~Analysis~~that ofreflects ~~Financial~~the ~~Condition~~consideration ~~and~~to ~~Results~~which ofwe ~~Operations—Liquidity~~expect ~~and~~to ~~Capital~~be ~~Resources—Cash~~entitled ~~Flows included~~ in ~~our~~exchange ~~Annual Report on Form 10-K~~ for ~~the~~those ~~fiscal year ended December 31, 2022~~referrals.

37Commission Revenue and Commissions Receivable

~~Table~~Our commission revenue consists of ~~Contents~~the constrained LTVs of commission payments that we expect to receive in our automotive insurance vertical, and prior to our exit from health in 2023, that we expected to receive in our health insurance vertical on the sale of insurance policies to consumers and renewals of such policies. Commission revenue represented less than 10% of total revenue for each of the years ended December 31, 2024 and 2023, and 13% of total revenue for the year ended December 31, 2022. Commission revenue is recognized upon satisfaction of our performance obligation. We consider our performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue we record upon satisfaction of our performance obligation is paid by our insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies.

~~Contractual Obligations and Commitments~~37

~~Our~~Table ~~cash flows are dependent on a number~~ of factors in addition to our operational expenditures, including our contractual and other obligations. As a result, our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.Contents

WeThe ~~lease~~current ~~office~~portion ~~space~~of incommissions ~~Cambridge,~~receivable ~~Massachusetts~~consists ~~under~~of aestimated commissions on new policies sold and estimated renewal commissions on policies expected to be renewed within one year, while the non-~~cancelable~~current ~~operating~~portion ~~lease~~of ~~that~~commissions ~~expires~~receivable inare ~~September~~commissions ~~2024~~for estimated renewals expected to be renewed beyond one year. WeOur ~~lease~~estimate ~~office~~of ~~space~~constrained inLTVs ~~Austin,~~underlying ~~Texas~~the ~~pursuant~~commissions receivable balance is based on an analysis of historical commission payment trends for relevant policies to aestablish ~~lease~~an ~~that~~expected ~~expires~~lifetime value and incorporates our judgment in ~~April~~interpreting ~~2025~~those trends to calculate LTVs and to apply constraints to such LTVs. AsTo the extent that we make changes to our estimates of ~~December~~constrained 31LTVs, ~~2023,~~ we ~~were~~recognize ~~obligated~~any material impact of the change as an adjustment to ~~make~~revenue ~~total~~and ~~minimum~~commissions ~~lease~~receivable ~~payments~~in the reporting period in which the change is made. We had commissions receivable of $27.21 million ~~under~~as ~~such~~of ~~leases~~December 31, 2024, of which $23.10 million iswas ~~payable~~classified inas ~~2024~~current.

WeGoodwill ~~have outstanding agreements with various vendors for hosting~~ and ~~other~~Acquired ~~technical~~Intangible ~~services. We believe that we will be able to fund these obligations through our existing cash and cash equivalents.~~Assets

~~Critical~~We ~~Accounting~~record ~~Policies~~goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. Our estimates of fair value are based upon assumptions believed to be reasonable at that time but that are inherently uncertain and ~~Significant~~unpredictable. ~~Judgments~~Assumptions may be incomplete or inaccurate, and ~~Estimates~~unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, we may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive income (loss) as operating expenses or income.

~~Our~~Goodwill ~~consolidated~~is ~~financial~~not ~~statements~~amortized, ~~are~~but ~~prepared~~rather inis ~~accordance~~tested ~~with~~for ~~GAAP.~~impairment ~~The~~annually ~~preparation~~in ofthe ~~our~~fourth ~~consolidated~~quarter, ~~financial~~or ~~statements~~more ~~and~~frequently ~~related~~if ~~disclosures~~facts ~~requires~~and uscircumstances towarrant ~~make~~a ~~estimates~~review, ~~and~~such ~~judgments~~as ~~that~~significant ~~affect~~underperformance of the ~~reported~~business ~~amounts~~in ofrelation ~~assets,~~to ~~liabilities~~expectations, ~~revenue,~~significant ~~costs~~negative ~~and~~industry ~~expenses,~~or ~~and~~economic ~~the~~trends ~~disclosure~~and ofsignificant ~~contingent~~changes ~~assets~~or ~~and~~planned ~~liabilities~~changes in ~~our~~the ~~consolidated~~use ~~financial~~of ~~statements~~the assets. We ~~base~~have ~~our~~determined ~~estimates~~that onthere ~~historical~~is ~~experience,~~a ~~known~~single ~~trends~~reporting ~~and~~unit ~~events,~~for ~~and~~the ~~various~~purpose ~~other~~of ~~factors~~conducting ~~that~~our wegoodwill ~~believe~~impairment ~~are~~assessment. ~~reasonable~~We ~~under~~assess both the ~~circumstances,~~existence of potential impairment and the ~~results~~amount of ~~which~~impairment ~~form~~loss ~~the~~by ~~basis~~comparing ~~for~~the ~~making~~fair ~~judgments~~value ~~about~~of the reporting unit with its carrying ~~values~~amount, ofincluding goodwill. Intangible assets ~~and~~are ~~liabilities~~recorded ~~that~~at ~~are~~their ~~not~~estimated ~~readily~~fair ~~apparent~~values ~~from~~at ~~other~~the ~~sources~~date of acquisition. We ~~evaluate~~amortize ~~our~~acquired ~~estimates~~intangible ~~and~~assets ~~assumptions~~over their estimated useful lives based on anthe ~~ongoing~~pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. ~~Our~~To ~~actual~~date, ~~results~~we ~~may~~have ~~differ~~not ~~from~~recorded ~~these~~any ~~estimates~~impairments ~~under~~of ~~different~~goodwill ~~assumptions~~ or ~~conditions.~~acquired intangible assets.

~~While our significant accounting policies are described in more detail in Note 2 to our audited consolidated financial statements, appearing in Part II, Item 8 of this Annual Report on Form 10~~Stock-K,Based weCompensation ~~believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.~~

We ~~Revenue~~measure ~~Recognition~~stock options and other stock-based awards granted to employees, nonemployees and directors based on their fair value on the date of the grant. We recognize compensation expense of employee awards, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award. We apply the straight-line method of expense recognition to all employee awards with only service-based vesting conditions and apply the graded-vesting method to all employee awards with both service-based and performance-based vesting conditions, commencing when achievement of the performance condition becomes probable. Compensation expense for nonemployee awards is recognized in the same manner as if we had paid cash for the goods or services received, which is generally the vesting period of the respective award.

We ~~derive~~estimate ~~our~~the ~~revenue~~fair ~~primarily~~value byof ~~selling~~stock ~~consumer~~options ~~referrals~~with toservice-based ~~our~~vesting ~~insurance~~or ~~provider~~performance-based ~~customers,~~vesting ~~including~~granted ~~insurance~~using ~~carriers,~~the ~~agents~~Black ~~and~~Scholes ~~indirect~~option ~~distributors.~~pricing Wemodel, ~~also~~which ~~generate~~uses ~~revenue~~as ~~from~~inputs ~~commission fees for~~ the ~~sale~~fair value of ~~policies, primarily in~~ our ~~automotive~~common ~~insurance~~stock ~~vertical,~~ and ~~prior~~assumptions towe ~~our~~make ~~exit~~for ~~from~~the ~~health,~~volatility inof our ~~health~~common ~~insurance~~stock, ~~vertical. To determine revenue recognition for arrangements that we determine are within~~ the ~~scope~~expected term of ~~ASC~~our ~~606~~common ~~Revenue~~stock ~~from Contracts with Customers~~options, ~~or ASC 606, we perform~~ the ~~following~~risk-free ~~five~~interest ~~steps:~~rate ~~(i)~~for ~~identify the contract(s) with~~ a ~~customer;~~period ~~(ii)~~that ~~identify~~approximates the ~~performance~~expected ~~obligations~~term inof ~~the~~our ~~contract;~~common ~~(iii)~~stock ~~determine~~options, ~~the~~and ~~transaction~~our ~~price;~~expected ~~(iv)~~dividend ~~allocate~~yield. ~~the~~We ~~transaction~~estimate ~~price to~~ the ~~performance~~fair ~~obligations~~value inof ~~the~~RSUs ~~contract;~~granted ~~and~~based ~~(v)~~on ~~recognize~~the ~~revenue~~market ~~when~~value ~~(or~~of ~~as)~~our wecommon ~~satisfy a performance obligation~~stock.

WeRecently ~~only~~Issued ~~apply~~Accounting ~~the~~Pronouncements five-step model to contracts when collectibility of the consideration to which we are entitled in exchange for the goods or services we transfer to the customer is determined to be probable. Amounts are recorded as accounts receivable when our right to consideration is unconditional. We do 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.

~~Referral~~A ~~Revenue~~description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our audited consolidated financial statements appearing in Part II, Item 8 of this Annual Report on Form 10-K.

WeITEM ~~recognize~~7A. ~~referral~~QUANTITATIVE ~~revenue~~AND ~~when~~QUALITATIVE weDISCLOSURES ~~satisfy~~ABOUT ~~our~~MARKET ~~performance~~RISK ~~obligations by delivering the referrals to our customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those referrals.~~

~~Commission~~We ~~Revenue~~have a credit agreement that provides us with credit at a floating rate of interest. As of December 31, 2024, we had no outstanding borrowings under our credit facility and therefore no material exposure to fluctuations in interest rates.

~~Our~~We ~~commission~~contract ~~revenue~~with ~~consists~~vendors ~~of the constrained LTVs of commission payments that we expect to receive~~ in ~~our~~foreign ~~automotive~~countries ~~insurance vertical,~~ and ~~prior~~we tohave ~~our~~foreign ~~exit~~subsidiaries. ~~from~~As ~~health~~such, ~~that~~ we ~~expected~~have toexposure ~~receive in our health insurance vertical on the sale of insurance policies~~ to ~~consumers~~adverse ~~and~~changes ~~renewals~~in ofexchange ~~such~~rates ~~policies. Commission revenue is recognized upon satisfaction~~ of ~~our~~foreign ~~performance~~currencies ~~obligation.~~associated Wewith ~~consider~~ our ~~performance~~foreign ~~obligation~~transactions ~~related to commissions for both the initial policy sale~~ and ~~future renewals of the policy to be satisfied upon submission of the policy application. Therefore, a significant portion of the commission revenue we record upon satisfaction of~~ our ~~performance~~foreign ~~obligation is paid by our insurance provider customer over a multi-year time frame as policyholders renew and pay the insurance provider for their policies~~subsidiaries. ~~The~~We ~~current~~believe ~~portion~~this ofexposure ~~commissions receivable consists of estimated commissions on new policies sold and estimated renewal commissions on policies expected~~ to be ~~renewed~~immaterial. ~~within~~We ~~one~~do ~~year,~~not ~~while~~hedge ~~the~~against ~~non-current~~this ~~portion~~exposure ~~of commissions receivable are commissions for estimated renewals expected~~ to befluctuations ~~renewed~~in ~~beyond~~exchange ~~one year~~rates. ~~Commission revenue represented less than 10% of total revenue for the year ended December 31, 2023.~~

Table of Contents

~~Commission~~ITEM ~~revenue from auto insurance carriers consists of constrained LTVs of commission payments we expect to receive for selling an insurance policy based on the effective date of the policy~~8. ~~Our~~CONSOLIDATED ~~estimate~~FINANCIAL ofSTATEMENTS ~~constrained~~AND ~~LTVs~~SUPPLEMENTARY isDATA based on an analysis of historical commission payment trends for relevant policies to establish an expected lifetime value and incorporates management’s judgment in interpreting those trends to calculate LTVs and to apply constraints to such LTVs. The most significant factor impacting historical trends is average policy duration. We apply a constraint to our estimated LTVs to only recognize the amount of variable consideration that we believe is probable that we will be entitled to receive and will not be subject to a significant revenue reversal in the future. To the extent that commission payment trends change or the underlying factors impacting commission payments change, our estimate of constrained LTVs could be materially impacted. To the extent we make changes to our estimates of constrained LTVs, we recognize any material impact of the change to commission revenue in the reporting period in which the change is made, including revisions of estimated lifetime commissions either below or in excess of previously estimated constrained LTVs recognized as an adjustment to revenue and the related contract asset. We recognize revenue for new policies by applying the latest estimated constrained LTV for that product. We had commissions receivable of $12.0 million as of December 31, 2023, of which $4.3 million was classified as current.

~~Goodwill~~EVERQUOTE, ~~and~~INC. ~~Acquired Intangible Assets~~

WeIndex ~~record goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. Our estimates of fair value are based upon assumptions believed~~ to beConsolidated ~~reasonable~~Financial atStatements that time but that are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. During the measurement period, which extends no later than one year from the acquisition date, we may record certain adjustments to the carrying value of the assets acquired and liabilities assumed with the corresponding offset to goodwill. After the measurement period, all adjustments are recorded in the consolidated statements of operations and comprehensive loss as operating expenses or income.

Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter, or more frequently if facts and circumstances warrant a review, such as significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. We have determined that there is a single reporting unit for the purpose of conducting our goodwill impairment assessment. We assess both the existence of potential impairment and the amount of impairment loss by comparing the fair value of the reporting unit with its carrying amount, including goodwill. Intangible assets are recorded at their estimated fair values at the date of acquisition. We amortize acquired intangible assets over their estimated useful lives based on the pattern of consumption of the economic benefits or, if that pattern cannot be readily determined, on a straight-line basis. To date, we have not recorded any impairments of goodwill or acquired intangible assets.


	Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	40
Consolidated Balance Sheets	42
Consolidated Statements of Operations and Comprehensive Income (Loss)	43
Consolidated Statements of Stockholders’ Equity	44
Consolidated Statements of Cash Flows	45
Notes to Consolidated Financial Statements	46

~~Valuation of Contingent Consideration~~39

InTable ~~connection with our acquisitions~~ of Eversurance and PolicyFuel we agreed to issue shares of Class A common stock to the former owners upon the achievement of certain revenue targets. Achievement of revenue targets that result in the issuance of a variable number of shares of Class A common stock are accounted for as a liability. We estimated the fair value of the shares of Class A common stock issuable upon achievement of the targets as of the acquisition date. We remeasure the fair value of the shares of Class A common stock issuable at each subsequent reporting date until the liability is fully settled. We use Monte Carlo simulation models in our estimates. The estimated fair value of the contingent consideration is based upon available information and certain assumptions, known at the time of our estimates, which management believes are reasonable. Changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized as acquisition-related costs.Contents

WeReport ~~used a Monte Carlo simulation model in our estimates~~ of ~~the~~Independent ~~fair~~Registered ~~value~~Public ofAccounting ~~the~~Firm contingent consideration related to the PolicyFuel acquisition that will be settled based on achievement at varying levels of three annual targets. The most significant assumptions and estimates utilized in the model include forecasted revenue (an acquisition specific input) and the market value of our Class A common stock (an observable input). Other assumptions utilized in the model include equity volatility, revenue volatility and discount rate. We issued 62,671 shares of our Class A common stock in December 2022 to settle the first milestone related to the PolicyFuel contingent consideration. The fair value of our contingent consideration liability for the PolicyFuel shares for the second and third milestones was zero as of December 31, 2023.

~~Stock-Based~~To ~~Compensation~~the Board of Directors and Stockholders of EverQuote, Inc.

WeOpinions ~~measure stock options and other stock-based awards granted to employees, nonemployees and directors based~~ on ~~their fair value on~~ the ~~date~~Financial ofStatements ~~the~~and ~~grant.~~Internal WeControl ~~recognize compensation expense of employee awards, net of estimated forfeitures,~~ over ~~the~~Financial requisite service period, which is generally the vesting period of the respective award. We apply the straight-line method of expense recognition to all employee awards with only service-based vesting conditions and apply the graded-vesting method to all employee awards with both service-based and performance-based vesting conditions, commencing when achievement of the performance condition becomes probable. Compensation expense for nonemployee awards is recognized in the same manner as if we had paid cash for the goods or services received, which is generally the vesting period of the respective award.Reporting

39We have audited the accompanying consolidated balance sheets of EverQuote, Inc. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~Table~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of

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