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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


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

For the transition period from _______ to ______

Commission file number: 001-38466

GOOSEHEAD INSURANCE, INC.

(Exact name of registrant as specified in its charter)


Delaware			82-3886022
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)
1500 Solana Blvd, Building 4, Suite 4500
Westlake
Texas			76262
(Address of principal executive offices)			(Zip Code)

(469) 480-3669

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, par value $.01 per share	GSHD	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

þ Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☑ No

As of October 20, 2025, there were 24,908,881 shares of Class A common stock outstanding and 11,935,389 shares of Class B common stock outstanding.

Table of contents



		Page
Part I
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50

Part II
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52

SIGNATURES		52

Commonly used defined terms

As used in this Quarterly Report on Form 10-Q ("Form 10-Q"), unless the context indicates or otherwise requires, the following terms have the following meanings:

•Ancillary Revenue: Revenue that is supplemental to our Core Revenue and Cost Recovery Revenue, Ancillary Revenue is unpredictable and often outside of the Company's control. Included in Ancillary Revenue are Contingent Commissions and other income.

•Agency Fees: Fees separate from commissions charged directly to clients for efforts performed in the issuance of new insurance policies.

•Annual Report on Form 10-K: The Company's annual report on Form 10-K for the fiscal year ended December 31, 2024.

•Carrier: An insurance company.

•Carrier Appointment: A contractual relationship with a Carrier.

•Client Retention: Calculated by comparing the number of all clients that had at least one policy in force twelve months prior to the date of measurement and still have at least one policy in force at the date of measurement.

•Contingent Commission: Revenue in the form of contractual payments from Carriers contingent upon several factors, including growth and profitability of the business placed with the Carrier.

•Core Revenue: The most predictable revenue stream for the Company, these revenues consist of New Business Revenue and Renewal Revenue. New Business Revenue is lower-margin, but fairly predictable. Renewal Revenue is higher-margin and very predictable.

•Corporate Agent Productivity: The New Business Revenue collected related to corporate sales, divided by the average number of full-time corporate sales agents for the same period. This calculation excludes interns, part-time sales agents and partial full-time equivalent sales managers.

•Cost Recovery Revenue: Revenue received by the Company associated with cost recovery efforts associated with selling and financing franchises. Included in Cost Recovery Revenue are Initial Franchise Fees and Interest Income.

•Franchise Agreement: Agreements governing our relationships with Franchisees.

•Franchise Productivity: The gross commissions paid by Carriers and Agency Fees received from clients related to policies in their first term sold by franchise sales agents, divided by the average number of franchises for the same period, prior to paying Royalty Fees to the Company.

•Franchisee: An individual or entity who has entered into a Franchise Agreement with us.

•GF: Goosehead Financial, LLC.

•Initial Franchise Fee: Contracted fees paid by Franchisees to compensate Goosehead for the training, onboarding and ongoing support of new franchise locations.

•LLC Unit: a limited liability company unit of Goosehead Financial, LLC.

•New Business Commission: Commissions received from Carriers relating to policies in their first term.

•New Business Revenue: New Business Commissions, Agency Fees, and New Business Royalty Fees.

•New Business Royalty Fees: Royalty Fees received from Franchisees relating to policies in their first term

•NPS: Net Promoter Score is calculated based on a single question: “How likely are you to refer Goosehead Insurance to a friend, family member or colleague?” Clients that respond with a score of 6 or below are Detractors, a score of 7 or 8 are called Passives, and a score of 9 or 10 are Promoters. NPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters.

•Policies in Force: As of any reported date, the total count of current (non-cancelled) policies placed by us with our Carriers.

•Policy Term: The contractual period the policy provides insurance coverage to the insured.

•Pre-IPO LLC Members: owners of LLC Units of GF prior to the Offering.

•Renewal Commission: Commissions received from Carriers relating to a policy in a renewal term.

•Renewal Revenue: Renewal Commissions and Renewal Royalty Fees.

•Renewal Royalty Fees: Royalty Fees received from Franchisees relating to a policy in a renewal term.

•Royalty Fees: Fees paid by Franchisees to the Company that are tied to the gross commissions paid by the Carriers related to policies sold or renewed by a franchisee.

•The Offering: The initial public offering completed by Goosehead Insurance, Inc. on May 1, 2018.

•Total Written Premium: For any reported period., the total amount of current (non-cancelled) gross premium that is placed by Goosehead with its portfolio of Carriers.

Special note regarding forward-looking statements

We have made statements in this Form 10-Q that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Item 1A. Risk factors” herein and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The forward-looking statements included in this Form 10-Q are made only as of the date hereof. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this Form 10-Q to conform our prior statements to actual results or revised expectations.

PART I

Item 1. Condensed Consolidated Financial Statements (Unaudited)


		Page
Condensed Consolidated Statements of Operations		6
Condensed Consolidated Balance Sheets		7
Condensed Consolidated Statements of Stockholders' Equity		8
Condensed Consolidated Statements of Cash Flows		11
Notes to the Condensed Consolidated Financial Statements		13
Note 1	Organization	13
Note 2	Summary of significant accounting policies	13
Note 3	Revenues	16
Note 4	Franchise fees receivable	19
Note 5	Allowance for uncollectible agency fees	19
Note 6	Property and equipment	20
Note 7	Intangible assets	20
Note 8	Debt	20
Note 9	Income taxes	22
Note 10	Stockholders' equity	23
Note 11	Noncontrolling interest	31
Note 12	Equity-based compensation	32
Note 13	Dividends	32
Note 14	Segment information	32
Note 15	Litigation	33
Note 16	Related Party Transactions	33

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Commissions and agency fees	$	34,454	$	30,942	$	101,953	$	88,782
Franchise revenues	55,819		46,862		157,563		131,076
Interest income	162		231		530		725
Total revenues	90,435		78,035		260,046		220,583
Operating Expenses:
Employee compensation and benefits	48,725		43,217		147,447		127,898
General and administrative expenses	17,109		15,201		59,316		49,236
Bad debts	501		565		1,457		2,345
Depreciation and amortization	2,823		2,614		8,275		7,814
Total operating expenses	69,158		61,597		216,495		187,293
Income from operations	21,277		16,438		43,551		33,290
Other Income:

Interest expense	(5,974)		(2,060)		(18,100)		(5,529)
Other income (expense)	(209)		544		774		(5,742)
Income before taxes	15,094		14,922		26,225		22,019
Tax expense (benefit)	2,404		2,315		2,606		(3,272)
Net income	12,690		12,607		23,619		25,291
Less: net income attributable to noncontrolling interests	4,782		5,048		8,219		9,720
Net income attributable to Goosehead Insurance, Inc.	$	7,908	$	7,559	$	15,400	$	15,571
Earnings per share:
Basic	$	0.31	$	0.31	$	0.61	$	0.63
Diluted	$	0.29	$	0.29	$	0.56	$	0.58
Weighted average shares of Class A common stock outstanding
Basic	25,149		24,293		25,053		24,689
Diluted	38,014		37,942		38,365		38,269

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)


	September 30,		December 31,
	2025		2024
Assets
Current Assets:
Cash and cash equivalents	$	51,587	$	54,280
Restricted cash	2,933		3,693

Commissions and agency fees receivable, net	12,310		31,375
Receivable from franchisees, net	11,977		11,077
Prepaid expenses	14,276		8,139

Total current assets	93,083		108,564
Receivable from franchisees, net of current portion	3,078		3,469
Property and equipment, net of accumulated depreciation	21,868		24,101
Right-of-use asset	32,521		37,420
Intangible assets, net of accumulated amortization	34,373		25,075
Deferred income taxes, net	212,632		193,478
Other assets	6,041		5,546
Total assets	$	403,596	$	397,653
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	25,045	$	22,891
Premiums payable	2,933		3,693

Lease liability	6,659		6,535

Contract liabilities	3,401		3,275
Note payable	2,993		10,063
Liabilities under tax receivable agreement	7,117		—
Total current liabilities	48,148		46,457
Lease liability, net of current portion	50,992		54,536

Note payable, net of current portion	290,004		82,251
Contract liabilities, net of current portion	14,084		15,191
Liabilities under tax receivable agreement, net of current portion	171,088		160,142
Total liabilities	574,316		358,577

Class A common stock, $0.01 par value per share - 300,000 shares authorized, 24,967 shares issued and outstanding as of September 30, 2025, 24,668 shares issued and outstanding as of December 31, 2024	250		247
Class B common stock, $0.01 par value per share - 50,000 shares authorized, 11,935 issued and outstanding as of September 30, 2025, 12,620 shares issued and outstanding as of December 31, 2024	119		126
Additional paid-in capital	40,440		58,917
Accumulated deficit	(145,787)		(15,401)
Total stockholders' equity	(104,978)		43,889
Noncontrolling interests	(65,742)		(4,813)
Total equity	(170,720)		39,076
Total liabilities and equity	$	403,596	$	397,653

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)

(In thousands)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A Common stock		Class B Common Stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance January 1, 2025	24,668	12,620	$	247	$	126	$	58,917	$	(15,401)	$	43,889	$	(4,813)	$	39,076
Dividends declared	—	—	—		—		—		(145,786)		(145,786)		—		(145,786)
Distributions	—	—	—		—		—		—		—		(59,232)		(59,232)

Net income	—	—	—		—		—		2,342		2,342		304		2,646
Exercise of stock options	241	—	3		—		6,588		—		6,591		3,936		10,527
Equity-based compensation	—	—	—		—		4,136		—		4,136		2,100		6,236
Activity under employee stock purchase plan	1	—	—		—		70		—		70		37		107
Redemption of LLC Units	145	(145)	1		(1)		(697)		—		(697)		697		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		911		—		911		—		911
Balance March 31, 2025	25,055	12,475	$	251	$	125	$	69,925	$	(158,845)	$	(88,544)	$	(56,971)	$	(145,515)

Distributions	—	—	—		—		—		—		—		(1,886)		(1,886)
Share Repurchases	(6)	—	—		—		(344)		—		(344)		(185)		(529)
Net income	—	—	—		—		—		5,150		5,150		3,133		8,283
Exercise of stock options	33	—	—		—		946		—		946		538		1,484
Equity-based compensation	—	—	—		—		4,041		—		4,041		1,976		6,017
Activity under employee stock purchase plan	1	—	—		—		71		—		71		37		108
Redemption of LLC Units	268	(268)	3		(3)		(1,353)		—		(1,353)		1,353		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		1,444		—		1,444		—		1,444
Balance June 30, 2025	25,351	12,207	$	254	$	122	$	74,730	$	(153,695)	$	(78,589)	$	(52,005)	$	(130,594)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A Common stock		Class B Common Stock		Additional paid in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance June 30, 2025	25,351	12,207	$	254	$	122	$	74,730	$	(153,695)	$	(78,589)	$	(52,005)	$	(130,594)
Dividends declared	—	—	—		—		—		—		—		—		—
Distributions	—	—	—		—		—		—		—		(2,094)		(2,094)
Share Repurchases	(685)	—	(7)		—		(38,355)		—		(38,362)		(20,314)		(58,676)
Net income	—	—	—		—		—		7,908		7,908		4,782		12,690
Exercise of stock options	28	—	—		—		808		—		808		469		1,277
Equity-based compensation	—	—	—		—		3,777		—		3,777		1,810		5,587
Activity under employee stock purchase plan	1	—	—		—		62		—		62		33		95
Redemption of LLC Units	272	(272)	3		(3)		(1,577)		—		(1,577)		1,577		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		995		—		995		—		995
Balance September 30, 2025	24,967	11,935	$	250	$	119	$	40,440	$	(145,787)	$	(104,978)	$	(65,742)	$	(170,720)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A Common stock		Class B Common Stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance January 1, 2024	24,966	12,954	$	250	$	130	$	73,413	$	(45,827)	$	27,966	$	(11,180)	$	16,786

Distributions	—	—	—		—		—		—		—		(42)		(42)

Net income (loss)	—	—	—		—		—		1,814		1,814		(5)		1,809
Exercise of stock options	65	—	1		—		1,212		—		1,213		650		1,863
Equity-based compensation	—	—	—		—		4,864		—		4,864		2,493		7,357
Activity under employee stock purchase plan	2	—	—		—		96		—		96		50		146
Redemption of LLC Units	196	(196)	2		(2)		(169)		—		(169)		169		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		322		—		322		—		322
Balance March 31, 2024	25,230	12,758	$	252	$	128	$	79,738	$	(44,013)	$	36,106	$	(7,865)	$	28,240

Distributions	—	—	—		—		—		—		—		(2,346)		(2,346)
Share repurchases	(1,045)	—	(10)		—		(41,569)		—		(41,579)		(22,054)		(63,633)
Net income	—	—	—		—		—		6,198		6,198		4,677		10,875
Exercise of stock options	7	—	—		—		159		—		159		86		245
Equity-based compensation	—	—	—		—		4,373		—		4,373		2,259		6,632
Activity under employee stock purchase plan	2	—	—		—		82		—		82		46		128
Redemption of LLC Units	10	(10)	—		—		(35)		—		(35)		35		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		126		—		126		—		126
Balance June 30, 2024	24,205	12,748	$	242	$	127	$	42,874	$	(37,815)	$	5,430	$	(25,162)	$	(19,733)
Dividends declared	—	—	—		—		—		—		—		—		—
Distributions	—	—	—		—		—		—		—		(2,084)		(2,084)
Share repurchases	—	—	—		—		81		—		81		42		123
Net income	—	—	—		—		—		7,559		7,559		5,048		12,607
Exercise of stock options	138	—	1		—		2,536		—		2,537		1,466		4,003
Equity-based compensation	—	—	—		—		4,654		—		4,654		2,439		7,093
Activity under employee stock purchase plan	1	—	—		—		66		—		66		36		102
Redemption of LLC Units	26	(26)	—		—		(49)		—		(49)		49		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		135		—		135		—		135

Balance September 30, 2024	24,369	12,722	$	244	$	127	$	50,297	$	(30,256)	$	20,413	$	(18,166)	$	2,245

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income	$	23,619	$	25,291
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,329		8,149
Loss on disposal of fixed assets	5		—
Loss on debt extinguishment	804		—
Impairment expense	4,694		347
Bad debt expense	1,457		2,345
Equity-based compensation	17,840		21,082
Impacts of tax receivable agreement	157		11,394
Deferred income taxes	2,102		(8,576)
Noncash lease activity	(2,342)		(2,715)
Cloud computing arrangement implementation costs	(513)		(684)
Changes in operating assets and liabilities:

Receivable from franchisees	(835)		3,558
Commissions and agency fees receivable	18,085		2,139
Prepaid expenses	(6,136)		2,188
Other assets	1,005		317
Accounts payable and accrued expenses	315		2,260
Contract liabilities	(981)		(8,052)

Net cash provided by operating activities	68,605		59,043
Cash flows from investing activities:
Issuance of notes receivable to franchisees	(75)		(300)
Proceeds from notes receivable to franchisees	229		44
Capitalized software development costs	(9,405)		(8,465)
Cash consideration paid for asset acquisitions	(2,782)		—
Purchase of property and equipment	(2,794)		(557)
Net cash used for investing activities	(14,827)		(9,278)
Cash flows from financing activities:
Customer premiums, net	(1,064)		86
Debt issuance costs	(7,944)		(621)
Repayment of note payable	(100,952)		(6,906)
Proceeds from notes payable	306,374		25,000
Proceeds from the issuance of Class A common stock	13,599		6,398
Repurchases of Class A common stock	(58,245)		(63,184)
Member distributions and dividends	(208,999)		(4,473)
Net cash used for financing activities	(57,231)		(43,700)
Net increase (decrease) in cash and cash equivalents, and restricted cash	(3,453)		6,065
Cash and cash equivalents, and restricted cash, beginning of period	57,973		44,047
Cash and cash equivalents, and restricted cash, end of period	$	54,520	$	50,112


	Nine Months Ended September 30,
	2025		2024
Supplemental disclosures of cash flow data:
Cash paid during the period for interest	$	16,068	$	5,186
Cash paid for income taxes	939		860

See Notes to the Condensed Consolidated Financial Statements


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Organization

Goosehead Insurance, Inc. (“GSHD”) is the sole managing member of Goosehead Financial, LLC (“GF”) and has the sole voting power and control of management of GF. Accordingly, GSHD consolidates the financial results of GF and reports noncontrolling interest in GSHD’s condensed consolidated financial statements.

GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX.

GSHD (collectively with its consolidated subsidiaries, the “Company”) provides personal and commercial property and casualty insurance brokerage services for its clients through a network of corporate-owned agencies and franchise units across the nation.

The Company had 13 and 13 corporate-owned locations in operation at September 30, 2025 and 2024, respectively. Franchisees are provided access to Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During the three months ended September 30, 2025 and 2024, the Company onboarded 34 and 30 franchise locations, respectively, and had 1,068 and 1,116 operating franchise locations as of September 30, 2025 and 2024, respectively. No franchises were purchased during the three and nine months ended September 30, 2025 and 2024.

All intercompany accounts and transactions have been eliminated in consolidation.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated balance sheets at September 30, 2025 and December 31, 2024, and the condensed consolidated statements of operations, stockholders' equity and cash flows for the three and nine months ended September 30, 2025 and 2024. The interim period condensed consolidated financial statements should be read in conjunction with the Consolidated Financial Statements that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue due to the timing of contingent commission revenue recognition and trends in housing market activity.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain, computer software costs, and purchased books of business (customer accounts). The web domain is amortized over a useful life of fifteen years, computer software costs are amortized over a useful life of three to ten years, and books of business (customer accounts) are amortized over a useful life of eight years.

Asset Impairment

The Company reviews all of its identifiable assets for impairment periodically and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable assets, if the undiscounted future cash flows were less than the carrying amount of the respective


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

assets, an indicator of impairment would exist, and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of general and administrative expenses.

Based on a review of tangible assets during the three months ended June 30, 2025, the Company identified three office leases that would be exited or subleased and completed a recoverability assessment for assets at those locations. Based on the results of the recoverability assessment, the Company determined that the undiscounted cash flows of the assets were below their carrying values for each location. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $1.6 million for property and equipment and $3.1 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate.

Based on a review of tangible assets during the three months ended March 31, 2024, the Company identified one office lease that would be subleased and completed a recoverability assessment for assets at that location. Based on the results of the recoverability assessments, the Company determined that the undiscounted cash flows of the assets were below their carrying values. As a result, the Company compared the fair values of the assets to their carrying values and recorded an impairment expense of $0.1 million for property and equipment and $0.2 million for right-of-use asset for the amount the carrying values exceeded the fair values. The Company determined the fair values by estimating sublease cash flows based on market rates for similar properties and discounted them using the Company's internal borrowing rate.

Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax (benefit) expense in the period of enactment.

Cash and Cash Equivalents, and Restricted Cash

The Company holds premiums received from the insured, but not yet remitted to the Carrier, in a fiduciary capacity. Premiums received but not yet remitted included in restricted cash were $2.9 million and $2.6 million as of September 30, 2025 and 2024, respectively.

The following is a reconciliation of our cash and cash equivalents and restricted cash balances as presented in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (in thousands):


	September 30,
	2025		2024
Cash and cash equivalents	$	51,587	$	47,544
Restricted cash	2,933		2,568
Cash and cash equivalents, and restricted cash	$	54,520	$	50,112

The Company earns interest on its cash balance that is held in interest-bearing checking accounts. During the three and nine months ended September 30, 2025, the Company recognized $0.7 million and $2.5 million in interest income within Other income (expense) in the Condensed Consolidated Statements of Operations. $0.5 million and $1.0 million interest income was recognized during the three and nine months ended September 30, 2024. As of September 30, 2025, the Company did not have any cash equivalents.

Accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard requires the Company to provide further disaggregated income tax disclosures for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes. The standard also requires the Company to annually disclose its income taxes paid (net


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

of refunds received), disaggregated by jurisdiction. This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The standard is to be applied on a prospective basis, although optional retrospective application is permitted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Suptopic 220-40): Disaggregation of Income Statement Expenses. The amendment requires additional disclosures of certain costs and expenses within the notes to the financial statements. Additionally, in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Suptopic 220-40): Clarifying the Effective Date, which clarified that the updates are effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses—(Topic 326)—Measurement of Credit Losses for Account Receivable and Contract Assets. The amendments provide for a practical expedient that an entity may assume that conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. The guidance is effective for annual reporting periods beginning after December 15, 2025, and should be applied prospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Targeted Improvements to the Accounting for Internal-Use Software. The amendments improve the accounting for costs related to internal-use software. The new guidance eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. Upon adoption, the guidance may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

3. Revenue

Commissions and fees

The Company earns commissions, which are paid as a percentage of the policy premiums placed by the Company, by performing its obligation to identify, place, and make effective insurance coverage on behalf of its customer, the insured. The Company defines the term of the policy as the contractual period the policy provides insurance coverage to the insured, which is typically one year or less. Commissions earned for the placement of the initial policy term for a given insurance product are recorded as New Business Commissions. New Business Commissions are earned at a point in time on the effective date of the policy, which is when the customer’s unilateral right to cancel the policy without consideration expires, as the Company has no further performance obligations for the initial term once the policy is placed and made effective.

After the initial policy term for a given insurance product, the Company earns Renewal Commissions by assisting the customer to make effective a renewal policy that satisfies the customer’s current insurance coverage needs. The Company performs this obligation by monitoring the customer’s policy to ensure a renewal is offered by the carrier and that the client promptly pays the premium. Alternatively, based on the needs of the customer, the Company may assist the customer to adjust coverage terms to satisfy its current insurance coverage needs or the Company may assist the customer to re-shop the insurance coverage to identify, place, and make effective a policy that better meets those needs. Renewal Commissions are earned at a point in time upon the effective date of the renewal policy term or upon the effective date of the replacement policy identified, placed, and made effective for the customer, which is when the customer’s unilateral right to non-renew the policy expires, as the Company has no further performance obligations for that renewal policy term.

The transaction price for commissions revenue is set as an estimate of the variable consideration to be received for the current policy term. This estimate includes the fixed consideration due based on the contractual terms of the current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue.

For Agency Fees, the Company enters into a contract with the insured, in which the Company's performance obligation is to place an insurance policy. The transaction price of the agency fee is set at the time the sale is agreed upon, and is included in the contract. Agency Fee revenue is recognized at a point in time, which is the effective date of the policy.

Contingent commission revenue is generated from contracts between the Company and insurance carriers, for which the Company is compensated for certain growth, profitability, or other performance-based metrics. The performance obligations for contingent commissions will vary by contract, but generally include the Company increasing profitable written premium with the insurance carrier. The transaction price for contingent commissions is estimated based on all available information and is recognized over time as the Company completes its performance obligations, as the underlying policies are placed, net of a constraint.

The Company must estimate the amount of consideration that will be received such that a significant reversal of revenue is not probable. Contingent commissions represent a form of variable consideration associated with the placement and profitability of coverage, for which we earn commissions. Contingent commissions are estimated, with a constraint applied, and accrued in relation to the satisfaction of the performance obligations for the period over which the contract applies. The resulting effect on the timing of recognizing contingent commissions closely follows a similar pattern as our commissions and fees with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available.

Franchise revenues

Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees.

Revenue from Initial Franchise Fees is generated from a contract between the Company and a franchisee. The Company's performance obligation is to provide initial training, onboarding, ongoing support and use of the Company's business operations over the period of the franchise agreement. The transaction price is set by the franchise agreement and revenue is recognized over time as the Company completes its performance obligations.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Initial franchise fees are recognized as revenue over the 10-year life of the franchise contract, beginning on the start date of the contract.

Revenue from New and Renewal Royalty Fees is recorded by applying the sales- and usage-based royalties exception. Under the sales- and usage-based exception, the Company recognizes revenue over time as a franchise places and makes effective a policy for an insured. The transaction price for the royalty fee for each policy made effective is set as the contractual royalty rate multiplied by an estimate of the commissions to be received by the franchise for the current term of the policy. This estimate includes the fixed consideration due based on the contractual terms of the current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue.

Contract costs

Additionally, the Company has evaluated ASC Topic 340 - Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts.

Incremental cost to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans for selling new franchise agreements. These incremental costs are deferred and amortized over a 10-year period, which is consistent with the term of the contract. The balance of cost to obtain is included with Other assets on the Condensed Consolidated Balance Sheets.

Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has determined that there are no costs that meet the definition for capitalization under ASC 340.

Performance obligations satisfied in previous periods

During the nine months ended September 30, 2025, the Company recognized $3 million in Commissions and agency fees and $1 million in Franchise Revenues due to the release of the constraint on certain variable consideration related to policies placed and made effective in previous periods.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Disaggregation of Revenue

The following table disaggregates revenue by source (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Type of revenue stream:
Commissions and agency fees
Renewal Commissions	$	19,671	$	20,215	$	59,742	$	56,767
New Business Commissions	7,527		6,249		20,840		18,612
Agency Fees	2,714		1,989		7,861		6,036
Contingent Commissions	4,542		2,490		13,510		7,367
Franchise revenues
Renewal Royalty Fees	45,687		38,070		128,312		103,951
New Business Royalty Fees	8,275		6,994		23,024		20,396
Initial Franchise Fees	1,380		1,413		3,969		5,288
Other Franchise Revenues	477		385		2,258		1,440
Interest Income	162		231		530		725
Total Revenues	$	90,435	$	78,035	$	260,046	$	220,583

Timing of revenue recognition:
Transferred at a point in time	$	29,912	$	28,453	$	88,443	$	81,415
Transferred over time	60,523		49,582		171,603		139,168
Total Revenues	$	90,435	$	78,035	$	260,046	$	220,583

Contract Balances

The following table provides information about receivables, cost to obtain, and contract liabilities from contracts with customers (in thousands):


	September 30, 2025		December 31, 2024		Increase/(decrease)
Cost to obtain franchise contracts(1)	$	1,868	$	1,967	$	(99)
Commissions and agency fees receivable, net	12,310		31,375		(19,065)
Receivable from franchisees(2)	15,055		14,546		509
Contract liabilities(2)(3)	17,485		18,466		(981)

(1) Cost to obtain franchise contracts is included in Other assets on the condensed consolidated balance sheets.

(2) Includes both the current and long term portion of this balance.

(3) Initial Franchise Fees to be recognized over the life of the contract.

The Company records Franchise Fees as contract liabilities on the Condensed Consolidated Balance Sheets when the agreement is executed. Contract liabilities are reduced as fees are recognized in revenue over the expected life of the franchise license. As the term of the franchise license is typically ten years, substantially all of the franchise fee revenue recognized in the period ended September 30, 2025 was included in the contract liabilities balance as of December 31, 2024.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Significant changes in contract liabilities are as follows (in thousands):



Contract liabilities at December 31, 2024	$	18,466
Revenue recognized during the period	(3,969)
New deferrals(1)	3,292
Write offs(2)	(304)
Contract liabilities at September 30, 2025	$	17,485

(1) Initial Franchise Fees where the consideration is received from the franchisee for services which are to be transferred to the Franchisee over the expected life of the Franchise Agreement.

(2) Franchise Fees, net of recognized revenue, no longer deferred due to the termination of the Franchise Agreement.

4. Franchise Fees Receivable

The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Franchise fees receivable(1)	$	5,293	$	6,263
Less: Unamortized discount(1)	(1,130)		(1,671)
Less: Allowance for uncollectible franchise fees(1)	(35)		(35)
Net franchise fees receivable(1)	$	4,128	$	4,557

(1) Includes both the current and long term portion of this balance.

Activity in the allowance for uncollectible franchise fees was as follows (in thousands):


Balance at December 31, 2024	$	35
Charges to bad debts	129
Write offs	(129)
Balance at September 30, 2025	$	35

Balance at December 31, 2023	$	223
Charges to bad debts	402
Write offs	(587)
Balance at September 30, 2024	$	38

5. Allowance for Uncollectible Agency Fees

Activity in the allowance for uncollectible agency fees was as follows (in thousands):


Balance at December 31, 2024	$	363
Charges to bad debts	979
Write offs	(883)
Balance at September 30, 2025	$	459

Balance at December 31, 2023	$	508
Charges to bad debts	1,165
Write offs	(1,318)
Balance at September 30, 2024	$	355


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

6. Property and equipment

Property and equipment consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Furniture & fixtures	$	11,422	$	10,369
Computer equipment	6,164		5,443
Network equipment	563		481
Phone system	220		227
Leasehold improvements	36,757		35,288
Total	55,126		51,808
Less accumulated depreciation	(33,258)		(27,707)
Property and equipment, net	$	21,868	$	24,101

Depreciation expense was $5.1 million and $5.5 million for nine months ended September 30, 2025 and 2024, respectively.

7. Intangible assets

Intangible assets consisted of the following (in thousands):


	September 30, 2025		December 31, 2024
Computer software & web domain	$	34,145	$	24,475
Books of business	9,677		6,895
Total	43,822		31,369
Less: accumulated amortization	(9,449)		(6,294)
Intangible assets, net	$	34,373	$	25,075

Amortization expense was $3.2 million and $2.3 million for nine months ended September 30, 2025 and 2024, respectively.

8. Debt

On July 21, 2021, the Company entered into the Second Amended and Restated Credit Agreement (the "Second Amended and Restated Credit Agreement") to refinance its $25 million revolving credit facility and $80 million term note payable to a $50 million revolving credit facility and $100 million term note payable in order to obtain a more favorable interest rate on the outstanding debt. The revolving credit facility and term note were collateralized by substantially all the Company’s assets, which includes rights to future commissions and royalties.

On April 26, 2023, the Company entered into Amendment No.1 of the Second Amended and Restated Credit Agreement, which provided that LIBOR should be replaced with SOFR.

On April 24, 2024, the Company entered into Amendment No. 2 of the Second Amended and Restated Credit Agreement, increasing the term note payable by $25 million and increasing the capacity of the revolving credit facility by $25 million to a total capacity of $75 million.

On January 8, 2025, the Company entered into a credit agreement (the "2025 Credit Agreement") providing for an aggregate $300 million term notes payable (the "2025 Initial Term Loan") and $75 million revolving credit facility (the "2025 Revolving Credit Facility"). The 2025 Initial Term Loan matures on January 8, 2032 and the 2025 Revolving


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Credit Facility matures on January 8, 2030. The 2025 Credit Agreement replaced the Second Amended and Restated Credit Agreement, which was repaid with the proceeds of the 2025 Initial Term Loan and terminated.

The Company recorded $6.8 million of debt issuance costs and original issue discount related to the 2025 Initial Term Loan within Notes Payable and $1.8 million of debt issuance costs related to the 2025 Revolving Credit Facility within Other Assets in the condensed consolidated balance sheets.

On July 9, 2025, the Company entered into Amendment No. 1 to the 2025 Credit Agreement in order to refinance the outstanding balance of the 2025 Initial Term Loan with a new term loan facility (the "Term B-1 Facility"). The amendment reduced the applicable interest rate on our term loan borrowings under the facility by 0.50% to a rate of Term SOFR plus 3.00%. The Term B-1 Loan is payable in quarterly installments of $0.7 million, with a balloon payment of $280.5 million on January 8, 2032. The 2025 Credit Agreement is secured by all property owned, leased or operated by the Company except for certain excluded assets.

As of September 30, 2025, the Company had nothing drawn against the revolving credit facility and had $75.0 million available to draw.

The Term B-1 Loan bears interest at a rate of Term SOFR plus 3.00%. The 2025 Revolving Credit Facility bears interest at Term SOFR plus a spread based on leverage ratio tiers as follows:


Leverage Ratio			Interest Rate
< 1.50x			SOFR + 175 bps
≥ 1.50x			SOFR + 200 bps
≥ 2.50x			SOFR + 225 bps
≥ 3.50x			SOFR + 250 bps

Maturities of the term note payable for the next five years are as follows (in thousands):


	Amount
2025	$	748
2026	2,993
2027	2,993
2028	2,993
2029	2,993
Thereafter	286,530
Total	$	299,250

The 2025 Credit Agreement contains certain affirmative and negative covenants. Under these covenants, the Company is limited in the amount of additional debt incurred and distributions payable. The Company's maximum allowable trailing twelve months debt-to-EBITDA ratio, as defined by the 2025 Credit Agreement, is 5x. Additionally, the 2025 Credit Agreement contains certain change of control provisions that, if breached, would trigger a default. As of September 30, 2025, the Company was in compliance with these covenants.

Because of both instruments’ variable interest rate, the note payable balance at September 30, 2025 and December 31, 2024, approximates fair value using Level 2 inputs, described below.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

•Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

•Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, quoted prices for similar assets or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset.

•Level 3—Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

9. Income Taxes

GSHD is the sole managing member of GF, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, GF is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by GF is passed through to and included in the taxable income or loss of its members, including GSHD, on a pro rata basis. GSHD is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to GSHD's allocable share of income of GF.

Income tax expense (benefit)

Tax expense from income taxes was $2.4 million for the three months ended September 30, 2025 compared to tax expense of $2.3 million for the three months ended September 30, 2024. The effective tax rate was 16% for the three months ended September 30, 2025 compared to 16% for the three months ended September 30, 2024. Tax expense was $2.6 million for the nine months ended September 30, 2025 compared to tax benefit of $3.3 million for the nine months ended September 30, 2024. The effective tax rate was 10% for the nine months ended September 30, 2025 and (15)% for the nine months ended September 30, 2024. The change in tax expense/benefit and effective tax rate were primarily due to changes in state apportionment and related state filing requirements for the nine months ended September 30, 2024.

Deferred taxes

Deferred tax assets at September 30, 2025 were $212.6 million compared to $193.5 million at December 31, 2024. The primary contributing factors to the increase in deferred tax assets were additional redemptions of LLC Units of GF for shares of Class A common stock of GSHD during the nine months ended September 30, 2025.

Tax Receivable Agreement

GF intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Future taxable redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to GSHD in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future.

GSHD entered into a tax receivable agreement ("TRA") with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement.

During the three and nine months ended September 30, 2025, an aggregate of 271,725 and 684,558 LLC Units were redeemed by the Pre-IPO LLC Members for newly issued shares of Class A common stock. In connection with these redemptions, GSHD received 271,725 and 684,558 LLC Units, which resulted in an increase in the tax basis of its investment in GF subject to the provisions of the tax receivable agreement. The Company recognized a liability for the TRA Payments due to the Pre-IPO LLC Members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemptions of LLC Units, after concluding it was probable that such TRA Payments would be paid based on its estimates of future taxable income. As of September 30, 2025, the total amount of TRA Payments due to the Pre-IPO LLC Members under the tax receivable


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

agreement was $178.2 million, of which $7.1 million was current and included in Liabilities under tax receivable agreement within Current liabilities on the Condensed Consolidated Balance Sheets. Future exchanges of LLC Units for Class A common stock will result in additional TRA payments. Additionally, during the nine months ended September 30, 2024, the Company's effective tax rate increased due to changes in state apportionment and related state filing requirements. This resulted in a remeasurement of its TRA liability of $6.7 million, which has been reported in "Other income (expense)" on the Condensed Consolidated Statements of Operations.

Uncertain tax positions

GSHD has determined there are no material uncertain tax positions as of September 30, 2025.

The One Big Beautiful Bill Act of 2025

On July 4, 2025, United States Congress passed budget reconciliation bill H.R. 1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"). The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions. The OBBBA did not have a material impact on our condensed consolidated financial statements during the current period. We will continue to evaluate the impact of the legislative changes on future periods as additional guidance becomes available.

10. Stockholders' Equity

Class A Common Stock

GSHD has a total of 24,967 thousand shares of its Class A common stock outstanding at September 30, 2025. Each share of Class A common stock holds economic rights and entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD.

Class B Common Stock

GSHD has a total of 11,935 thousand shares of its Class B common stock outstanding at September 30, 2025. Each share of Class B common stock has no economic rights but entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD.

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to GSHD's shareholders for their vote or approval, except as otherwise required by applicable law, by agreement, or by GSHD's certificate of incorporation.

Correction of Prior Period Balances

Subsequent to the issuance of the Company’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2024, the Company determined that it did not properly apply the guidance under ASC 810-10-45-23 in determining the allocation of activity related to the exercise of stock options, equity-based compensation, activity under employee stock purchase plan, and redemption of LLC Units. The Company also identified an error in the recording of deferred tax adjustments related to the Tax Receivable Agreement. The net impact of these misstatements was an overstatement of additional paid-in capital, an understatement of accumulated deficit, and an understatement of noncontrolling interest for all periods presented. As a result, the Company restated the prior period financial statements to correct the errors. Additionally, the Company has changed the condensed consolidated statement of stockholders' equity presentation to reflect the reallocation of noncontrolling interest within the specific line items resulting in reallocation instead of as a separate line item.

The Company evaluated the materiality of these misstatements from quantitative and qualitative perspectives and concluded the misstatements are not material to the prior periods. The amounts previously reported within the Company’s financial statements have been revised to reflect the corrected balances as presented below (in thousands):


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Condensed Consolidated Statements of Stockholders' Equity

(in thousands)

As Previously Reported


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance January 1, 2024	24,966	12,954	$	250	$	130	$	103,228	$	(47,056)	$	56,552	$	(39,766)	$	16,786

Distributions	—	—	—		—		—		—		—		(42)		(42)

Net income (loss)	—	—	—		—		—		1,814		1,814		(5)		1,809
Exercise of stock options	65	—	1		—		1,862		—		1,863		—		1,863
Equity-based compensation	—	—	—		—		7,357		—		7,357		—		7,357
Activity under employee stock purchase plan	2	—	—		—		146		—		146		—		146
Redemption of LLC Units	196	(196)	2		(2)		(605)		—		(605)		605		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		439		—		439		(117)		322
Reallocation of noncontrolling interest	—	—	—		—		—		(217)		(217)		217		—
Balance March 31, 2024	25,230	12,758	252		128		112,428		(45,459)		67,349		(39,109)		28,240

Distributions	—	—	—		—		—		—		—		(2,346)		(2,346)
Share repurchases	(1,045)	—	(10)		—		(41,953)		—		(41,963)		(21,670)		(63,633)
Net income	—	—	—		—		—		6,198		6,198		4,677		10,875
Exercise of stock options	7	—	—		—		245		—		245		—		245
Equity-based compensation	—	—	—		—		6,632		—		6,632		—		6,632
Activity under employee stock purchase plan	2	—	—		—		128		—		128		—		128
Redemption of LLC Units	10	(10)	—		—		(29)		—		(29)		29		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		295		—		295		(170)		126
Reallocation of noncontrolling interest	—	—	—		—		—		912		912		(912)		—
Balance June 30, 2024	24,205	12,748	$	242	$	127	$	77,748	$	(38,349)	$	39,768	$	(59,501)	$	(19,733)


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance June 30, 2024	24,205	12,748	$	242	$	127	$	77,748	$	(38,349)	$	39,768	$	(59,501)	$	(19,733)

Distributions	—	—	—		—		—		—		—		(2,084)		(2,084)
Share repurchases	—	—	—		—		81		—		81		42		123
Net income	—	—	—		—		—		7,559		7,559		5,048		12,607
Exercise of stock options	138	—	1		—		4,001		—		4,003		—		4,003
Equity-based compensation	—	—	—		—		7,093		—		7,093		—		7,093
Activity under employee stock purchase plan	1	—	—		—		102		—		102		—		102
Redemption of LLC Units	26	(26)	—		—		(114)		—		(114)		114		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		95		—		95		40		135
Reallocation of noncontrolling interest	—	—	—		—		—		(239)		(239)		239		—
Balance September 30, 2024	24,369	12,722	$	244	$	127	$	89,005	$	(31,029)	$	58,347	$	(56,102)	$	2,245

Adjustments


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance January 1, 2024	—	—	$	—	$	—	$	(29,815)	$	1,229	$	(28,586)	$	28,586	$	—

Distributions	—	—	—		—		—		—		—		—		—

Net income (loss)	—	—	—		—		—		—		—		—		—
Exercise of stock options	—	—	—		—		(650)		—		(650)		650		—
Equity-based compensation	—	—	—		—		(2,493)		—		(2,493)		2,493		—
Activity under employee stock purchase plan	—	—	—		—		(50)		—		(50)		50		—
Redemption of LLC Units	—	—	—		—		436		—		436		(436)		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		(117)		—		(117)		117		—
Reallocation of noncontrolling interest	—	—	—		—		—		217		217		(217)		—
Balance March 31, 2024	—	—	$	—	$	—	$	(32,690)	$	1,446	$	(31,243)	$	31,244	$	—


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance March 31, 2024	—	—	$	—	$	—	$	(32,690)	$	1,446	$	(31,243)	$	31,244	$	—

Distributions	—	—	—		—		—		—		—		—		—
Share repurchases	—	—	—		—		384		—		384		(384)		—
Net income	—	—	—		—		—		—		—		—		—
Exercise of stock options	—	—	—		—		(86)		—		(86)		86		—
Equity-based compensation	—	—	—		—		(2,259)		—		(2,259)		2,259		—
Activity under employee stock purchase plan	—	—	—		—		(46)		—		(46)		46		—
Redemption of LLC Units	—	—	—		—		(6)		—		(6)		6		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		(169)		—		(169)		170		—
Reallocation of noncontrolling interest	—	—	—		—		—		(912)		(912)		912		—
Balance June 30, 2024	—	—	$	—	$	—	$	(34,874)	$	534	$	(34,338)	$	34,339	$	—

Distributions	—	—	—		—		—		—		—		—		—
Share repurchases	—	—	—		—		—		—		—		—		—
Net income	—	—	—		—		—		—		—		—		—
Exercise of stock options	—	—	—		—		(1,465)		—		(1,466)		1,466		—
Equity-based compensation	—	—	—		—		(2,439)		—		(2,439)		2,439		—
Activity under employee stock purchase plan	—	—	—		—		(36)		—		(36)		36		—
Redemption of LLC Units	—	—	—		—		65		—		65		(65)		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		40		—		40		(40)		—
Reallocation of noncontrolling interest	—	—	—		—		—		239		239		(239)		—
Balance September 30, 2024	—	—	$	—	$	—	$	(38,708)	$	773	$	(37,934)	$	37,936	$	—


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

As Revised


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance January 1, 2024	24,966	12,954	$	250	$	130	$	73,413	$	(45,827)	$	27,966	$	(11,180)	$	16,786

Distributions	—	—	—		—		—		—		—		(42)		(42)

Net income (loss)	—	—	—		—		—		1,814		1,814		(5)		1,809
Exercise of stock options	65	—	1		—		1,212		—		1,213		650		1,863
Equity-based compensation	—	—	—		—		4,864		—		4,864		2,493		7,357
Activity under employee stock purchase plan	2	—	—		—		96		—		96		50		146
Redemption of LLC Units	196	(196)	2		(2)		(169)		—		(169)		169		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		322		—		322		—		322
Reallocation of noncontrolling interest	—	—	—		—		—		—		—		—		—
Balance March 31, 2024	25,230	12,758	$	252	$	128	$	79,738	$	(44,013)	$	36,106	$	(7,865)	$	28,240

Distributions	—	—	—		—		—		—		—		(2,346)		(2,346)
Share repurchases	(1,045)	—	(10)		—		(41,569)		—		(41,579)		(22,054)		(63,633)
Net income	—	—	—		—		—		6,198		6,198		4,677		10,875
Exercise of stock options	7	—	—		—		159		—		159		86		245
Equity-based compensation	—	—	—		—		4,373		—		4,373		2,259		6,632
Activity under employee stock purchase plan	2	—	—		—		82		—		82		46		128
Redemption of LLC Units	10	(10)	—		—		(35)		—		(35)		35		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		126		—		126		—		126
Reallocation of noncontrolling interest	—	—	—		—		—		—		—		—		—
Balance June 30, 2024	24,205	12,748	$	242	$	127	$	42,874	$	(37,815)	$	5,430	$	(25,162)	$	(19,733)


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)


	Issued shares of Class A common stock	Issued shares of Class B common stock	Class A common stock		Class B common stock		Additional paid-in capital		Accumulated deficit		Total stockholders' equity		Noncontrolling interest		Total equity
Balance June 30, 2024	24,205	12,748	$	242	$	127	$	42,874	$	(37,815)	$	5,430	$	(25,162)	$	(19,733)

Distributions	—	—	—		—		—		—		—		(2,084)		(2,084)
Share repurchases	—	—	—		—		81		—		81		42		123
Net income	—	—	—		—		—		7,559		7,559		5,048		12,607
Exercise of stock options	138	—	1		—		2,536		—		2,537		1,466		4,003
Equity-based compensation	—	—	—		—		4,654		—		4,654		2,439		7,093
Activity under employee stock purchase plan	1	—	—		—		66		—		66		36		102
Redemption of LLC Units	26	(26)	—		—		(49)		—		(49)		49		—
Deferred tax adjustments net of Tax Receivable Agreement liabilities	—	—	—		—		135		—		135		—		135
Reallocation of noncontrolling interest	—	—	—		—		—		—		—		—		—
Balance September 30, 2024	24,369	12,722	$	244	$	127	$	50,297	$	(30,256)	$	20,413	$	(18,166)	$	2,245


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Earnings Per Share

The following table sets forth the calculation of basic earnings per share ("EPS") based on net income attributable to GSHD for the three and nine months ended September 30, 2025 and 2024, divided by the basic weighted average number of Class A common stock as of the three and nine months ended September 30, 2025 and 2024 (in thousands, except per share amounts).

Diluted EPS of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Goosehead Insurance, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related GF LLC Units, are exchangeable into shares of Class A common stock on a one-for-one basis. The Company calculates the effects of the conversion of Class B shares to Class A shares using the "if-converted" method and includes such effects in the calculation of diluted EPS if the effects are dilutive.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the calculation of EPS for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income attributable to GSHD - Basic	$	7,908	$	7,559	$	15,400	$	15,571
Add: net income attributable to noncontrolling interests(1)	4,782		5,048		8,219		9,720
Less: income tax effect on income attributable to noncontrolling interests assuming conversion of Class B common shares(1)	(1,749)		(1,446)		(2,092)		(3,012)
Net income available to GSHD - Diluted	$	10,941	$	11,161	$	21,527	$	22,279

Denominator:
Basic EPS
Weighted average outstanding Class A common shares - Basic	25,149		24,293		25,053		24,689
Earnings per share of Class A common stock - Basic	$	0.31	$	0.31	$	0.61	$	0.63

Diluted EPS
Weighted average outstanding Class A common shares - Basic	25,149		24,293		25,053		24,689
Effect of dilutive securities:
Weighted average outstanding Class B common shares (if-converted)(1)	12,052		12,733		12,321		12,782
Stock options(2)	813		916		991		797
Weighted average outstanding Class A common shares - Diluted	38,014		37,942		38,365		38,269

Earnings per share of Class A common stock - Diluted	$	0.29	$	0.29	$	0.56	$	0.58

(1) For the three and nine months ended September 30, 2025, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 12,052 and 12,321 common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $3.0 million and $6.1 million of noncontrolling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted. For the three and nine months ended September 30, 2024, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 12,733 and 12,782 common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $3.6 million and $6.7 million of noncontrolling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted.

(2) Dilutive stock options is computed using the treasury stock method, which are not participating securities. 804 and 525 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2025 because the effect would have been anti-dilutive. 751 and 1,098 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and nine months ended September 30, 2024 because the effect would have been anti-dilutive.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

Share Repurchase Program

On April 24, 2024, our board of directors approved a share repurchase program with authorization to purchase up to $100 million of our Class A common stock, which expired on March 31, 2025.

On April 23, 2025, our board of directors approved a new share repurchase program with authorization to purchase up to $100 million of our Class A common stock through May 1, 2026. The share repurchase program does not require the Company to acquire any dollar amount or number of shares of common stock and may be modified, suspended, or discontinued at any time. The timing, manner, price and amount of any repurchases will be determined at the discretion of management in accordance with applicable securities laws and other restrictions. Class A common stock acquired under the program will be retired upon repurchase. Additionally, for every repurchased share of Class A common stock, the Company will direct GF to repurchase, at the price paid to repurchase such share, and cancel an LLC unit of GF held by the Company.

During the three and nine months ended September 30, 2025, the Company repurchased and retired 685 thousand and 691 thousand shares of Class A common stock for an aggregate $58.7 million and $59.2 million. During the three and nine months ended September 30, 2024, the Company repurchased and retired 0 and 1,045 thousand shares of Class A common stock for an aggregate $0.1 million and $63.5 million. All repurchases were made in open-market transactions and recorded at their aggregate transaction cost inclusive of commissions and excise taxes. As of September 30, 2025, the Company had remaining authorization under the share repurchase program to purchase up to approximately $40.8 million of the Company's Class A common stock.

11. Noncontrolling interest

GSHD is the sole managing member of GF and, as a result, it consolidates the financial results of GF. GSHD reports a noncontrolling interest representing the economic interest in GF held by the other members of GF.

GF makes distributions to the LLC Unit holders on a pro rata basis to facilitate the LLC Unit holder's quarterly tax payments. For the three and nine months ended September 30, 2025, GF made distributions of $6.3 million and $11.6 million, of which $2.1 million and $4.0 million was made to Pre-IPO LLC Members. The remaining $4.2 million and $7.6 million was made to GSHD and was eliminated in consolidation.

Under the amended and restated Goosehead Financial, LLC Agreement, the Pre-IPO LLC Members have the right, from and after the completion of the Offering (subject to the terms of the amended and restated Goosehead Financial, LLC Agreement), to require GSHD to redeem all or a portion of their LLC Units for, at GSHD's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one-for-one basis if GSHD, at the election of a Pre-IPO LLC Member, redeems or exchanges LLC Units of such Pre-IPO LLC Member pursuant to the terms of the amended and restated Goosehead Financial, LLC Agreement. Except for transfers to GSHD pursuant to the amended and restated Goosehead Financial, LLC Agreement or to certain permitted transferees, the Pre-IPO LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock.

During the three and nine months ended September 30, 2025, an aggregate of 272 thousand and 685 thousand LLC Units were redeemed by the noncontrolling interest holders. Pursuant to the GF LLC Agreement, GSHD issued 272 thousand and 685 thousand shares of Class A common stock in connection with these redemptions and received 272 thousand and 685 thousand LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, 272 thousand and 685 thousand shares of Class B common stock were surrendered and cancelled.


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following table summarizes the ownership interest in GF (in thousands):


	September 30, 2025
	LLC Units	Ownership %
Number of LLC Units held by GSHD	24,967	67.7%
Number of LLC Units held by noncontrolling interest holders	11,935	32.3%
Number of LLC Units outstanding	36,902	100.0%

The weighted average ownership percentages for the applicable reporting periods are used to attribute net income to GSHD and the noncontrolling interest holders. The noncontrolling interest holders' weighted average ownership percentage for the three and nine months ended September 30, 2025 was 32.4% and 33.0%.

12. Equity-Based Compensation

Stock option expense was $5.6 million and $17.8 million for the three and nine months ended September 30, 2025. Stock option expense was $7.1 million and $21.1 million for the three and nine months ended September 30, 2024.

13. Dividends

On January 9, 2025, GF declared a special distribution of $175 million, which was paid in cash on January 31, 2025 to holders of record of LLC Units, including to GSHD, as of the close of business on January 21, 2025. The special distribution resulted in a payment of $59 million to our noncontrolling interest holders. On January 9, 2025, the board of directors of the Company declared a one-time special cash dividend of $5.91 to all holders of Class A common stock of GSHD as of the close of business on January 21, 2025, which was paid in cash on January 31, 2025 for a total of $146 million. $1.22 of the special cash dividend was funded by cash received by GSHD from prior tax distributions from GF that were in excess of the corporate income taxes payable by GSHD. The remaining $4.69 of the special cash dividend was funded by the cash received by the Company from the special distribution by GF.

Any future special cash dividends will be declared at the sole discretion of GF's managing member, with respect to GF, and the Company's board of directors, with respect to GSHD. In determining whether a future special cash dividend will be declared by the Company, the board of directors may, at its sole discretion, consider the following: the Company's financial condition and operating results, the Company's available cash and current and anticipated cash needs, the Company's capital requirements, any contractual, legal, tax and regulatory restrictions, general economic and business conditions, and such other factors or conditions as the board of directors deems relevant.

14. Segment Information

The Company is organized into a single reportable segment: insurance distribution. The insurance distribution segment provides clients with access to home, auto, umbrella, motorcycle, flood, and other ancillary insurance products. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.

The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income, as reported on the Condensed Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are


Goosehead Insurance, Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)

the same as those included on the Condensed Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Condensed Consolidated Balance Sheets.

The chief operating decision maker uses net income to assess performance by examining period-over-period trends, benchmarking to the Company's competitors, and monitoring budget versus actual results. The chief operating decision maker uses net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for share repurchases or dividends.

15. Litigation

From time to time, GSHD may be involved in various legal proceedings, lawsuits and claims incidental to the conduct of the Company's business. The Company records accruals for legal contingencies to the extent that it has concluded that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of losses, if such an estimate can be made. In the opinion of the Company's management, the likely results of any ongoing legal matters are not expected, either individually or in the aggregate, to have a material adverse effect on the Company's financial position, results of operations or cash flows.

On November 10, 2022, a verified stockholder class action complaint for declaratory relief, captioned Mickey Dollens v. Goosehead Insurance, Inc., C.A. No. 2022-1018-JTL, was filed in the Court of Chancery of the State of Delaware (the “Dollens Action”), alleging certain corporate governance documents adopted by the Company were invalid under Delaware law. On August 8, 2023, the parties entered into a proposed settlement providing for certain non-monetary benefits to the class (i.e., revisions to the Company's Stockholder Agreement). Additionally, the plaintiffs have petitioned the Court for attorneys’ fees and litigation expenses. The matter is currently stayed. While there can be no assurance regarding the ultimate outcome of the petition, the Company believes a potential loss, if any, would not be material.

16. Related Party Transactions

Mark Jones is the Co-Founder and Executive Chairman of the Company and holds a significant beneficial ownership of the Company’s voting common stock. Mr. Jones also serves as the Co-Founder and Chief Executive Officer of N5B Capital ("N5B"), a family investment office for Mark and Robyn Jones. In the third quarter of 2025, the Company entered into an agreement to reimburse N5B for expenses associated with Mr. Jones’ executive assistant. The estimated annual expense to the Company under this agreement is less than $140 thousand and will be recognized as incurred in the condensed consolidated statements of operations. The Company determined that the agreement is not material to its condensed consolidated financial statements.

Item 2: Management’s discussion and analysis of financial condition and results of operations

OVERVIEW

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Form 10-Q. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk factors” and elsewhere in this report and in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We are a rapidly growing personal lines independent insurance agency, reinventing the traditional approach to distributing personal lines products and services throughout the United States. We were founded with one vision in mind: to provide clients with superior insurance coverage at the best available price and in a timely manner. By leveraging our differentiated business model and innovative technology platform, we are able to deliver a superior insurance experience to our clients.

Financial Highlights for the Third Quarter of 2025:

•Total revenue increased 16% from the third quarter of 2024 to $90.4 million

•Core Revenue* increased by 14% from the third quarter of 2024 to $83.9 million

•Total Written Premiums placed increased 15% from the prior-year period to $1.2 billion

•Net income increased by $0.1 million from the third quarter of 2024 to $12.7 million, or 14% of total revenues

•Adjusted EBITDA* increased 14% from the third quarter of 2024 to $29.7 million, or 33% of total revenues

•Basic and diluted earnings per share were $0.31 and $0.29, respectively, and Adjusted EPS* was $0.46 per share for the three months ended September 30, 2025

•Policies in Force increased 13% from September 30, 2024 to 1,853,000 at September 30, 2025

•Corporate sales headcount increased 14% from September 30, 2024 to 523 at September 30, 2025

◦As of September 30, 2025, 286 of these Corporate sales agents had less than one year of tenure and 237 had greater than one year of tenure

•Total operating franchises decreased 4% from September 30, 2024 to 1,068 at September 30, 2025

◦As of September 30, 2025, 101 operating Franchisees had less than one year of tenure and 967 operating Franchisees had greater than one year of tenure

•Total Franchise agents increased 1% from September 30, 2024 to 2,124 at September 30, 2025

*Core Revenue, Adjusted EBITDA and Adjusted EPS are non-GAAP measures. Reconciliation of Core Revenue to total revenue, Adjusted EBITDA to net income and Adjusted EPS to EPS, the most directly comparable financial measures presented in accordance with GAAP, are set forth under "Key performance indicators".

Certain income statement line items

Revenues

During the three months ended September 30, 2025, revenue increased by 16% to $90.4 million from $78.0 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, revenue increased by 18% to $260.0 million from $220.6 million for the nine months ended September 30, 2024. Total Written Premium, which we believe is the best leading indicator of future revenue, increased 15% to $1.18 billion for the three months ended September 30, 2025 from $1.03 billion for the three months ended September 30, 2024. Total Written Premium increased 18% for the nine months ended September 30, 2025 to $3.4 billion from $2.85 billion for the nine months ended September 30, 2024. Total Written Premiums drive our current and future Core Revenue and give us potential opportunities to earn Ancillary Revenue in the form of Contingent Commissions.

Our various revenue streams do not equally contribute to the long-term value of Goosehead. For instance, Renewal Revenue and Renewal Royalty Fees are more predictable and have higher margin profiles, thus are higher quality revenue streams for the Company. Alternatively, Contingent Commissions, while high margin, are unpredictable and dependent on insurance company underwriting and forces of nature and thus are lower quality revenue for the Company. Our revenue streams can be viewed in three distinct categories: Core Revenue, Cost Recovery Revenue, and Ancillary Revenue, which are non-GAAP measures. A reconciliation of Core Revenue, Cost Recovery Revenue, and Ancillary Revenue to total revenue, the most directly comparable financial measure presented in accordance with GAAP, are set forth under "Key performance indicators".

Core Revenue:

•Renewal Commissions - highly predictable, higher-margin revenue stream, which is managed by our service team.

•Renewal Royalty Fees - highly predictable, higher-margin revenue stream, which is managed by our service team. For policies in their first renewal term, we see an increase in our share of royalties from 20% to 50% on the commission paid by the Carriers.

•New Business Commissions - predictable based on agent headcount and consistent ramp-up of agents, but lower margin than Renewal Commissions because of higher commissions paid to agents and higher back-office costs associated with policies in their first term. This revenue stream has predictably converted into higher-margin Renewal Commissions historically, and we expect this to continue moving forward.

•New Business Royalty Fees - predictable based on franchise count and consistent ramp-up of franchises, but lower margin than Renewal Royalty Fees because the Company only receives a royalty fee of 20% on the commissions paid by the Carrier in the first term of every policy and incurs higher back-office costs associated with policies in their first term. This revenue stream has predictably converted into higher-margin Renewal Royalty Fees historically, and we expect this to continue moving forward.

•Agency Fees - although predictable based on agent count, Agency Fees do not renew like New Business Commissions and Renewal Commissions.

Cost Recovery Revenue:

•Initial Franchise Fees - one-time Cost Recovery Revenue stream per franchise unit that covers the Company's costs to recruit, train, onboard, and support the franchise for the first year. These fees are fully earned and non-refundable when a franchise attends our initial training.

•Interest Income - like Initial Franchise Fees, interest income is a Cost Recovery Revenue stream that reimburses the Company for those franchises on a payment plan.

Ancillary Revenue:

•Contingent Commissions - although high margin, Contingent Commissions are unpredictable and susceptible to weather events and Carrier underwriting results. Management does not rely on Contingent Commissions for operating cash flow or budget planning.

•Other Franchise Revenues - book transfer fees, marketing investments from Carriers and other items that are unpredictable and supplemental to other revenue streams.

We discuss below the breakdown of our revenue by stream:


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2025			2024			2025			2024
Core Revenue:
Renewal Commissions(1)	$19,671	22	%	$20,215	26	%	$59,742	23	%	$56,767	26	%
Renewal Royalty Fees(2)	45,687	51	%	38,070	49	%	128,312	49	%	103,951	47	%
New Business Commissions(1)	7,527	8	%	6,249	8	%	20,840	8	%	18,612	8	%
New Business Royalty Fees(2)	8,275	9	%	6,994	9	%	23,024	9	%	20,396	9	%
Agency Fees(1)	2,714	3	%	1,989	3	%	7,861	3	%	6,036	3	%
Total Core Revenue	83,874	93	%	73,516	94	%	239,779	92	%	205,762	93	%
Cost Recovery Revenue:
Initial Franchise Fees(2)	1,380	2	%	1,413	2	%	3,969	2	%	5,288	2	%
Interest Income	162	—	%	231	—	%	530	—	%	725	—	%
Total Cost Recovery Revenue	1,542	2	%	1,644	2	%	4,499	2	%	6,013	3	%
Ancillary Revenue:
Contingent Commissions(1)	4,542	5	%	2,490	3	%	13,510	5	%	7,367	3	%
Other Franchise Revenues(2)	477	1	%	385	1	%	2,258	1	%	1,440	1	%
Total Ancillary Revenue	5,019	6	%	2,875	4	%	15,768	6	%	8,808	4	%
Total Revenues	$90,435	100	%	$78,035	100	%	$260,046	100	%	$220,583	100	%

(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees" as shown on the Condensed consolidated statements of operations.

(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, and Other Franchise Revenues are included in "Franchise revenues" as shown on the Condensed consolidated statements of operations.

Consolidated results of operations

The following is a discussion of our consolidated results of operations for each of the three and nine months ended September 30, 2025 and 2024. This information is derived from our accompanying condensed consolidated financial statements prepared in accordance with GAAP.

The following table summarizes our results of operations (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Revenues:
Commissions and agency fees	$	34,454	38	%	$	30,942	40	%	$	101,953	39	%	$	88,782	40	%
Franchise revenues	55,819		62	%	46,862		60	%	157,563		61	%	131,076		59	%
Interest income	162		—	%	231		—	%	530		—	%	725		—	%
Total revenues	90,435		100	%	78,035		100	%	260,046		100	%	220,583		100	%
Operating Expenses:
Employee compensation and benefits	48,725		70	%	43,217		70	%	147,447		68	%	127,898		68	%
General and administrative expenses	17,109		25	%	15,201		25	%	59,316		27	%	49,236		26	%
Bad debts	501		1	%	565		1	%	1,457		1	%	2,345		1	%
Depreciation and amortization	2,823		4	%	2,614		4	%	8,275		4	%	7,814		4	%
Total operating expenses	69,158		100	%	61,597		100	%	216,495		100	%	187,293		100	%
Income from operations	21,277				16,438				43,551				33,290
Other Income:

Interest expense	(5,974)				(2,060)				(18,100)				(5,529)
Other income (expense)	(209)				544				774				(5,742)
Income before taxes	15,094				14,922				26,225				22,019
Tax expense (benefit)	2,404				2,315				2,606				(3,272)
Net income	12,690				12,607				23,619				25,291
Less: net income attributable to noncontrolling interests	4,782				5,048				8,219				9,720
Net income attributable to Goosehead Insurance, Inc.	$	7,908			$	7,559			$	15,400			$	15,571

Revenues

For the three months ended September 30, 2025 revenue increased 16% to $90.4 million from $78.0 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025 revenue increased 18% to $260.0 million from $220.6 million for the nine months ended September 30, 2024.

Commissions and agency fees

Commissions and agency fees consist of new business commissions, renewal commissions, agency fees, and contingent commissions.

The following table sets forth these revenue streams by amount and as a percentage of total commissions and agency fees for the periods indicated (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Core Revenue:
Renewal Commissions	$	19,671	57	%	$	20,215	65	%	$	59,742	59	%	$	56,767	64	%
New Business Commissions	7,527		22	%	6,249		20	%	20,840		20	%	18,612		21	%
Agency Fees	2,714		8	%	1,989		6	%	7,861		8	%	6,036		7	%
Total Core Revenue:	29,912		87	%	28,453		92	%	88,443		87	%	81,415		92	%
Ancillary Revenue:
Contingent Commissions	4,542		13	%	2,490		8	%	13,510		13	%	7,367		8	%
Commissions and agency fees	$	34,454	100	%	$	30,942	100	%	$	101,953	100	%	$	88,782	100	%

Renewal Commissions decreased by $0.5 million, or 3%, to $19.7 million for the three months ended September 30, 2025 from $20.2 million for the three months ended September 30, 2024. Renewal Commissions increased by $3.0 million, or 5%, to $59.7 million for the nine months ended September 30, 2025 from $56.8 million for the nine months ended September 30, 2024. The decrease during the three months ended September 30, 2025 was primarily due to a decrease in the average revenue recognized per policy, partially impacted by an increase in the share of policies placed with a 6-month term, compared to the more common 12-month term.The increase during the nine months ended September 30, 2025 was primarily driven by the recognition of $3.0 million due to the release of the constraint on certain variable consideration related to policies placed and made effective in previous periods.

New Business Commissions increased by $1.3 million, or 20%, to $7.5 million for the three months ended September 30, 2025 from $6.2 million for the three months ended September 30, 2024. New Business Commissions increased by $2.2 million, or 12%, to $20.8 million for the nine months ended September 30, 2025 from $18.6 million for the nine months ended September 30, 2024. The increase during each of the three and nine months ended September 30, 2025 was primarily driven by an increase in the number of Corporate sales agents, offset by product availability challenges in Texas, which represents the largest geographic concentration for our corporate network.

Revenue from Agency Fees increased by $0.7 million, or 36%, to $2.7 million for the three months ended September 30, 2025 from $2.0 million for the three months ended September 30, 2024. Revenue from Agency Fees increased by $1.8 million, or 30%, to $7.9 million for the nine months ended September 30, 2025 from $6.0 million for the nine months ended September 30, 2024. The increase in Agency Fees during each of the three and nine months ended September 30, 2025 was primarily attributable to an increase in the average fee charged as well as an increase in the number of policies written where an agency fee was charged.

Revenue from Contingent Commissions increased by $2.1 million to $4.5 million for the three months ended September 30, 2025 from $2.5 million for the three months ended September 30, 2024. Revenue from Contingent Commissions increased by $6.1 million, to $13.5 million for the nine months ended September 30, 2025 from $7.4 million for the nine months ended September 30, 2024. The increase during each of the three and nine months ended September 30, 2025 was primarily attributable to an increase in Total Written Premium and receiving and qualifying for additional Contingent Commissions.

Franchise revenues

Franchise Revenues consist of Royalty Fees, Initial Franchise Fees, and Other Franchise Revenues.

The following table sets forth these revenue streams by amount and as a percentage of franchise revenues for the periods indicated (in thousands):


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Core Revenues:
Renewal Royalty Fees	$	45,687	82	%	$	38,070	81	%	$	128,312	81	%	$	103,951	79	%
New Business Royalty Fees	8,275		15	%	6,994		15	%	23,024		15	%	20,396		16	%
Total Core Revenues:	53,962		97	%	45,064		96	%	151,336		96	%	124,348		95	%
Cost Recovery Revenues:
Initial Franchise Fees	1,380		2	%	1,413		3	%	3,969		3	%	5,288		4	%
Ancillary Revenues:
Other Franchise Revenues	477		1	%	385		1	%	2,258		1	%	1,440		1	%
Franchise revenues	$	55,819	100	%	$	46,862	100	%	$	157,563	100	%	$	131,076	100	%

Revenue from Renewal Royalty Fees increased by $7.6 million, or 20%, to $45.7 million for the three months ended September 30, 2025 from $38.1 million for the three months ended September 30, 2024. Revenue from Renewal Royalty Fees increased by $24.4 million, or 23%, to $128.3 million for the nine months ended September 30, 2025 from $104.0 million for the nine months ended September 30, 2024. The increase in revenue from Renewal Royalty Fees during each of the three and nine months ended September 30, 2025 was primarily attributable to an increase in the number of policies in the renewal term, assisted by client retention of 85% and rising premium rates. The increase for the nine months ended September 30, 2025 was also impacted by the recognition of $1.0 million due to the release of the constraint on certain variable consideration related to policies placed and made effective in previous periods.

Revenue from New Business Royalty Fees increased by $1.3 million, or 18%, to $8.3 million for the three months ended September 30, 2025 from $7.0 million for the three months ended September 30, 2024. Revenue from New Business Royalty Fees increased by $2.6 million, or 13%, to $23.0 million for the nine months ended September 30, 2025 from $20.4 million for the nine months ended September 30, 2024. The increase in revenue from New Business Royalty Fees during each of the three and nine months ended September 30, 2025 was primarily attributable to an increase in the number of franchise agents, an increase in franchise productivity, and rising premium rates.

Revenue from Initial Franchise Fees remained flat at $1.4 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Revenue from Initial Franchise Fees decreased by $1.3 million, or 25%, to $4.0 million for the nine months ended September 30, 2025 from $5.3 million for the nine months ended September 30, 2024. The decrease in Revenue from Initial Franchise Fees during the nine months ended September 30, 2025 was primarily attributable to lower turnover of franchises during the period, which avoids accelerated recognition of Initial Franchise Fees for terminated franchises.

Interest income

Interest income decreased by $0.1 million, or 30%, to $0.2 million for the three months ended September 30, 2025 from $0.2 million for the three months ended September 30, 2024. Interest income decreased by $0.2 million, or 27%, to $0.5 million for the nine months ended September 30, 2025 from $0.7 million for the nine months ended September 30, 2024. The decrease in interest income during each of the three and nine months ended September 30, 2025 was primarily attributable to fewer franchises operating under the payment plan option during the period.

Expenses

Employee compensation and benefits

Employee compensation and benefits expenses increased by $5.5 million, or 13%, to $48.7 million for the three months ended September 30, 2025 from $43.2 million for the three months ended September 30, 2024. Employee compensation and benefits expenses increased by $19.5 million, or 15%, to $147.4 million for the nine months ended September 30, 2025 from $127.9 million for the nine months ended September 30, 2024. The increase in employee compensation during each of the three and nine months ended September 30, 2025 was primarily related to investments in corporate producers and our service and technology functions.

General and administrative expenses

General and administrative expenses increased by $1.9 million, or 13%, to $17.1 million for the three months ended September 30, 2025 from $15.2 million for the three months ended September 30, 2024. The increase was primarily attributable to increased spending on technologies and professional services. General and administrative expenses increased by $10.1 million, or 20%, to $59.3 million for the nine months ended September 30, 2025 from $49.2 million for the nine months ended September 30, 2024. This increase in general and administrative expenses during the nine months ended September 30, 2024 was primarily attributable to an increase of $4.3 million in asset impairment charges and increased spending on technologies and professional services.

Bad debts

Bad debts decreased by $0.1 million, or 11%, to $0.5 million for the three months ended September 30, 2025 from $0.6 million for the three months ended September 30, 2024. Bad debts decreased by $0.9 million, or 38%, to $1.5 million for the nine months ended September 30, 2025 from $2.3 million for the nine months ended September 30, 2024. The decrease during the nine months ended September 30, 2024 was primarily attributable to lower turnover of franchises during the periods.

Depreciation and amortization

Depreciation and amortization increased by $0.2 million, or 8%, to $2.8 million for the three months ended September 30, 2025 from $2.6 million for the three months ended September 30, 2024. Depreciation and amortization increased by $0.5 million, or 6%, to $8.3 million for the nine months ended September 30, 2025 from $7.8 million for the nine months ended September 30, 2024. This increase during each of the three and nine months ended September 30, 2025 was primarily attributable to increased spending on software development since September 30, 2024.

Interest expense

Interest expense increased by $3.9 million, or 190%, for the three months ended September 30, 2025 to $6.0 million from $2.1 million for the three months ended September 30, 2024. Interest expense increased $12.6 million, or 227%, to $18.1 million for the nine months ended September 30, 2025 from $5.5 million for the nine months ended September 30, 2024. The primary driver of the increase during each of the three and nine months ended September 30, 2025 was an increase in total borrowings outstanding during the periods.

Other income (expense)

Other income (expense) consists of interest earned on cash deposits, loss on debt extinguishment, debt modification expense, interest expense on current TRA payments, and remeasurements of our TRA liability. Other income (expense) decreased by $0.8 million for the three months ended September 30, 2025 primarily attributable to debt modification expense associated with our debt refinancing on July 9, 2025. Other income (expense) increased by $6.5 million for the nine months ended September 30, 2025 primarily due to remeasurements of our TRA liability during the nine months ended September 30, 2024 due to increases in our effective tax rate as we identified additional state filing requirements.

Tax expense (benefit)

Tax expense (benefit) increased by $0.1 million for the three months ended September 30, 2025, to a tax expense of $2.4 million from a tax expense $2.3 million for the three months ended September 30, 2024. Tax expense (benefit) increased by $5.9 million for the nine months ended September 30, 2025 to an expense of $2.6 million from a benefit of $3.3 million for the nine months ended September 30, 2024. The increase in tax expense (benefit) for the three months ended September 30, 2025 was primarily attributable to increases in income before taxes. The increase in tax expense (benefit) for the nine months ended September 30, 2024 was primarily attributable to remeasurements of our deferred tax asset due to increases in our effective tax rate as we identified additional state filing requirements.

Key performance indicators

Our key operating metrics are discussed below:

Total Written Premium

Total Written Premium represents, for any reported period, the total amount of current (non-cancelled) gross premium that is placed by Goosehead with its portfolio of Carriers. Total Written Premium placed is an appropriate measure of operating performance because it reflects growth of our business relative to other insurance agencies.

The following tables show Total Written Premium placed by corporate agents and franchisees for the three and nine months ended September 30, 2025 and 2024 (in thousands).


	Three Months Ended September 30,				% Change
	2025		2024
Corporate sales Total Written Premium	$	206,135	$	203,988	1	%
Franchise sales Total Written Premium	975,690		824,748		18	%
Total Written Premium	$	1,181,825	$	1,028,736	15	%


	Nine Months Ended September 30,				% Change
	2025		2024
Corporate sales Total Written Premium	$	599,888	$	578,276	4	%
Franchise sales Total Written Premium	2,758,078		2,268,120		22	%
Total Written Premium	$	3,357,966	$	2,846,396	18	%

Policies in Force

Policies in Force means, as of any reported date, the total count of current (non-cancelled) policies placed by Goosehead with its portfolio of Carriers. We believe that Policies in Force is an appropriate measure of operating performance because it reflects growth of our business relative to other insurance agencies.

As of September 30, 2025, we had 1.9 million Policies in Force compared to 1.7 million as of December 31, 2024 and 1.6 million as of September 30, 2024, representing a 11% and a 13% increase, respectively.

NPS

Net Promoter Score (NPS) is calculated based on a single question: “How likely are you to refer Goosehead Insurance to a friend, family member or colleague?” Clients that respond with a 6 or below are Detractors, a

score of 7 or 8 are Passives, and a 9 or 10 are Promoters. NPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters. For example, if 50% of respondents were Promoters and 10% were Detractors, NPS is a 40. NPS is a useful gauge of the loyalty of client relationships and can be compared across companies and industries.

NPS has decreased to 81 as of September 30, 2025, compared to 90 as of September 30, 2024.

Client Retention

Client Retention is calculated by comparing the number of all clients that had at least one policy in force twelve months prior to the date of measurement and still have at least one policy in force at the date of measurement. We believe Client Retention is useful as a measure of how well Goosehead retains clients year-over-year and minimizes defections.

Client Retention of 85% at September 30, 2025 increased when compared to 84% at December 31, 2024, and 84% at September 30, 2024 assisted by moderating premium rate increases. For the trailing twelve months ended September 30, 2025, we retained 93% of the premiums we distributed in the trailing twelve months ended September 30, 2024, which decreased from the 98% premium retention at December 31, 2024. The decline in premium retention is primarily attributable to moderating premium rate increases combined with stable client retention. Our premium retention rate is higher than our Client Retention rate as a result of both premiums increasing year over year and additional coverages sold by our sales and service teams.

New Business Revenue

New Business Revenue is commissions received from the Carrier, Agency Fees received from clients, and New Business Royalty Fees from franchises relating to policies in their first term.

For the three months ended September 30, 2025, New Business Revenue grew 22% to $18.5 million, from $15.2 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, New Business Revenue grew 15% to $51.7 million, from $45.0 million for the nine months ended September 30, 2024. Growth in New Business Revenue during each of the three and nine months ended September 30, 2025 was primarily driven by an increase in the number of Corporate and Franchise sales agents, growth in Franchise productivity, and rising premium rates.

Any diminished capacity of Carriers to place new business (including as a result of the recent wildfires in Southern California, hurricanes in Florida, and floods in Texas) could slow the growth of our New Business Revenue in the future.

Renewal Revenue

Renewal Revenue is commissions received from the Carrier and Renewal Royalty Fees from franchises received after the first term of a policy.

For the three months ended September 30, 2025, Renewal Revenue grew 12% to $65.4 million, from $58.3 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, Renewal Revenue grew 17% to $188.1 million, from $160.7 million for the nine months ended September 30, 2024. Growth in Renewal Revenue during the three months ended September 30, 2025 was driven by an increase in the number of policies in the renewal term assisted by Client Retention of 85% at September 30, 2025, and rising premium rates. The increase during the nine months ended September 30, 2025 also reflects the release of the constraint on certain variable consideration related to policies placed and made effective in previous periods.

Declines in client retention caused by increases in premium rates could slow the growth of our Renewal Revenue in the future.

Non-GAAP Measures

Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS are not measures of financial performance under GAAP and should not be considered substitutes for total revenue, net income, net income margin or earnings per share, which we consider to be the most directly comparable GAAP measures. We refer to these measures as "non-GAAP financial measures." We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization and certain other items that we believe are not representative of our core business. Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS have limitations as analytical tools, and when assessing our operating performance, you should not consider Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, or Adjusted EPS in isolation or as substitutes for total revenue, net income, earnings per share, as applicable, or other consolidated income statement data prepared in accordance with GAAP. Other companies may calculate Core Revenue, Cost Recovery Revenue, Ancillary Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted EPS differently than we do, limiting their usefulness as comparative measures.

Core Revenue

Core Revenue is a supplemental measure of our performance and includes Renewal Commissions, Renewal Royalty Fees, New Business Commissions, New Business Royalty Fees, and Agency Fees. We believe that Core Revenue is an appropriate measure of operating performance because it summarizes all of our revenues from sales of individual insurance policies.

Core Revenue increased by $10.4 million, or 14%, to $83.9 million for the three months ended September 30, 2025 from $73.5 million for the three months ended September 30, 2024. Core Revenue increased by $34.0 million, or 17%, to $239.8 million for the nine months ended September 30, 2025 from $205.8 million for the nine months ended September 30, 2024. The primary drivers of the increase during the three months ended September 30, 2025 were an increase in policies in their renewal term, assisted by Client Retention of 85%; more new policies written driven by an increase in the number of Corporate and Franchise sales agents and growth in Franchise

productivity; and rising premium rates. The increase during the nine months ended September 30, 2025 also reflects the release of the constraint on certain variable consideration related to policies placed and made effective in previous periods.

Cost Recovery Revenue

Cost Recovery Revenue is a supplemental measure of our performance and includes Initial Franchise Fees and Interest Income. We believe that Cost Recovery Revenue is an appropriate measure of operating performance because it summarizes revenues that are viewed by management as cost recovery mechanisms.

Cost Recovery Revenue decreased by $0.1 million, or 6%, to $1.5 million for the three months ended September 30, 2025 from $1.6 million for the three months ended September 30, 2024. The primary driver of the decrease was a decrease in total franchises. Cost Recovery Revenue decreased by $1.5 million, or 25%, to $4.5 million for the nine months ended September 30, 2025 from $6.0 million for the nine months ended September 30, 2024. The primary drivers were a decrease in total franchises and a decrease in terminations of franchises, resulting in less acceleration of initial franchise fee revenue.

Ancillary Revenue

Ancillary Revenue is a supplemental measure of our performance and includes Contingent Commissions and Other Franchise Revenues. We believe that Ancillary Revenue is an appropriate measure of operating performance because it summarizes revenues that are ancillary to our core business.

Ancillary Revenue increased by $2.1 million to $5.0 million for the three months ended September 30, 2025 from $2.9 million for the three months ended September 30, 2024. Ancillary Revenue increased by $7.0 million to $15.8 million for the nine months ended September 30, 2025 from $8.8 million for the nine months ended September 30, 2024. The increase during each of the three and nine months ended September 30, 2025 was primarily attributable to an increase in Total Written Premium and receiving and qualifying for additional Contingent Commissions.

Contingent Commissions are inherently volatile as they are based on carrier underwriting profitability and may be impacted by catastrophic losses resulting from natural or man-made disasters.

Adjusted EBITDA

Adjusted EBITDA is a supplemental measure of our performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of items that do not relate to business performance. Adjusted EBITDA is defined as net income (the most directly comparable GAAP measure) before interest, income taxes, depreciation and amortization, adjusted to exclude equity-based compensation, impairment expense, and other non-operating items, including, among other things, certain non-cash charges and certain non-recurring or non-operating gains or losses.

Adjusted EBITDA increased by $3.5 million, or 14%, to $29.7 million for the three months ended September 30, 2025 from $26.1 million for the three months ended September 30, 2024. Adjusted EBITDA increased by $11.8 million, or 19%, to $74.4 million for the nine months ended September 30, 2025 from $62.5 million for the nine months ended September 30, 2024. The primary driver of the increase in Adjusted EBITDA during each of the three and nine months ended September 30, 2025 was growth in total revenue partially offset by an increase in employee compensation and benefits excluding equity-based compensation. Additionally, the increase for the nine months ended September 30, 2025 included $4 million recognized in the second quarter of 2025 due to the release of a constraint on certain variable consideration related to policies placed and made effective in previous periods.

Adjusted EBITDA Margin

Adjusted EBITDA Margin is Adjusted EBITDA as defined above, divided by total revenue excluding other non-operating items. Adjusted EBITDA Margin is helpfu

Goosehead Insurance, Inc. 10-Q