SEC Form 10-Q filed by Goosehead Insurance Inc.

4/23/25 9:48:07 PM ET

$GSHD

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gshd-20250331

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 March 31, 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 April 21, 2025, there were 25,057,908 shares of Class A common stock outstanding and 12,472,114 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	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	43

Part II
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47

SIGNATURES		47

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: As of any reported date, 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” 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		9
Notes to the Condensed Consolidated Financial Statements		10
Note 1	Organization	10
Note 2	Summary of significant accounting policies	10
Note 3	Revenues	13
Note 4	Franchise fees receivable	15
Note 5	Allowance for uncollectible agency fees	16
Note 6	Property and equipment	16
Note 7	Intangible assets	17
Note 8	Debt	17
Note 9	Income taxes	18
Note 10	Stockholders' equity	20
Note 11	Noncontrolling interest	25
Note 12	Equity-based compensation	26
Note 13	Dividends	26
Note 14	Segment information	26
Note 15	Litigation	27

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended March 31,
		2025		2024
Revenues:
Commissions and agency fees		$	29,423	$	26,221
Franchise revenues		45,971		37,989
Interest income		189		250
Total revenues		75,583		64,460
Operating Expenses:
Employee compensation and benefits		48,334		42,130
General and administrative expenses		17,559		17,180
Bad debts		406		1,127
Depreciation and amortization		2,670		2,568
Total operating expenses		68,969		63,005
Income from operations		6,614		1,455
Other Income:

Interest expense		(5,823)		(1,487)
Other income (expense)		168		(6,727)
Income (loss) before taxes		959		(6,759)
Tax benefit		(1,687)		(8,568)
Net income		2,646		1,809
Less: net income (loss) attributable to noncontrolling interests		304		(5)
Net income attributable to Goosehead Insurance, Inc.		$	2,342	$	1,814
Earnings per share:
Basic		$	0.09	$	0.07
Diluted		$	0.09	$	0.05
Weighted average shares of Class A common stock outstanding
Basic		24,791		25,087
Diluted		25,943		38,839

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)


	March 31,		December 31,
	2025		2024
Assets
Current Assets:
Cash and cash equivalents	$	70,208	$	54,280
Restricted cash	2,363		3,693

Commissions and agency fees receivable, net	8,156		31,375
Receivable from franchisees, net	12,178		11,077
Prepaid expenses	22,498		8,139

Total current assets	115,403		108,564
Receivable from franchisees, net of current portion	3,583		3,469
Property and equipment, net of accumulated depreciation	23,455		24,101
Right-of-use asset	36,111		37,420
Intangible assets, net of accumulated amortization	27,094		25,075
Deferred income taxes, net	200,574		193,478
Other assets	6,336		5,546
Total assets	$	412,556	$	397,653
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued expenses	$	20,377	$	22,891
Premiums payable	2,363		3,693

Lease liability	5,901		6,535

Contract liabilities	2,743		3,275
Note payable	3,000		10,063
Liabilities under tax receivable agreement	6,993		—
Total current liabilities	41,377		46,457
Lease liability, net of current portion	53,116		54,536

Note payable, net of current portion	290,333		82,251
Contract liabilities, net of current portion	15,677		15,191
Liabilities under tax receivable agreement, net of current portion	157,568		160,142
Total liabilities	558,071		358,577

Class A common stock, $0.01 par value per share - 300,000 shares authorized, 25,055 shares issued and outstanding as of March 31, 2025, 24,668 shares issued and outstanding as of December 31, 2024	251		247
Class B common stock, $0.01 par value per share - 50,000 shares authorized, 12,475 issued and outstanding as of March 31, 2025, 12,620 shares issued and outstanding as of December 31, 2024	125		126
Additional paid-in capital	69,925		58,917
Accumulated deficit	(158,845)		(15,401)
Total stockholders' equity	(88,544)		43,889
Noncontrolling interests	(56,971)		(4,813)
Total equity	(145,515)		39,076
Total liabilities and equity	$	412,556	$	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)


	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

See Notes to the Condensed Consolidated Financial Statements

Goosehead Insurance, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	2,646	$	1,809
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	2,967		2,632

Loss on debt extinguishment	771		—
Impairment expense	—		347
Bad debt expense	406		1,127
Equity-based compensation	6,236		7,357
Impacts of tax receivable agreement	—		10,711
Deferred income taxes	(1,766)		(11,987)
Noncash lease activity	(745)		(821)
Cloud computing arrangement implementation costs	(460)		(191)
Changes in operating assets and liabilities:

Receivable from franchisees	(1,283)		1,919
Commissions and agency fees receivable	22,945		4,982
Prepaid expenses	(14,359)		1,593
Other assets	1,008		(606)
Accounts payable and accrued expenses	(2,836)		(1,437)
Contract liabilities	(46)		(5,367)

Net cash provided by operating activities	15,484		12,067
Cash flows from investing activities:
Issuance of notes receivable to franchisees	(25)		(100)
Proceeds from notes receivable to franchisees	62		1
Capitalized software development costs	(2,771)		(2,560)

Purchase of property and equipment	(579)		(222)
Net cash used for investing activities	(3,313)		(2,882)
Cash flows from financing activities:
Customer premiums, net	(1,431)		(207)
Debt issuance costs	(7,929)		—
Repayment of note payable	(93,078)		(1,875)
Proceeds from notes payable	299,250		—
Proceeds from the issuance of Class A common stock	10,634		2,009

Member distributions and dividends	(205,019)		(42)
Net cash provided by (used for) financing activities	2,427		(115)
Net increase in cash and cash equivalents, and restricted cash	14,598		9,070
Cash and cash equivalents, and restricted cash, beginning of period	57,973		44,047
Cash and cash equivalents, and restricted cash, end of period	$	72,571	$	53,117

Supplemental disclosures of cash flow data:
Cash paid during the period for interest	$	4,155	$	1,425
Cash paid for income taxes	15		46

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 14 and 14 corporate-owned locations in operation at March 31, 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 March 31, 2025 and 2024, the Company onboarded 36 and 25 franchise locations, respectively, and had 1,098 and 1,155 operating franchise locations as of March 31, 2025 and 2024, respectively. No franchises were purchased during the three months ended March 31, 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 March 31, 2025 and December 31, 2024, and the condensed consolidated statements of operations, stockholders' equity and cash flows for the three months ended March 31, 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 months ended March 31, 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.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

During the three months ended June 30, 2024, the Company elected to change its presentation of the cash flows associated with "Premiums payable" from operating activities to present them as financing activities, net, within the Condensed Consolidated Statements of Cash Flows within the caption "Customer premiums, net". Comparative amounts have been recast to conform to current period presentation. This reclassification had no impact on the Condensed Consolidated Statements of Operations, Condensed Consolidated Balance Sheets or Condensed Consolidated Statements of Stockholders' Equity.

During the three months ended March 31, 2024, the Company recorded loss on remeasurement of the tax receivable agreement ("TRA") liability within "Tax (benefit) expense". Those amounts have been reclassified to Other income (expense) within the Condensed Consolidated Statements of Operations. This reclassification had no impact on the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Stockholders' Equity, or Condensed Consolidated Statements of Cash Flows.


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

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 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 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 assessment, 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 $2.4 million and $2.0 million as of March 31, 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 three months ended March 31, 2025 and 2024 (in thousands):


	March 31,
	2025		2024
Cash and cash equivalents	$	70,208	$	51,089
Restricted cash	2,363		2,028
Cash and cash equivalents, and restricted cash	$	72,571	$	53,117


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

The Company earns interest on its cash balance that is held in interest-bearing checking accounts. During the three months ended March 31, 2025 the Company recognized $0.9 million in interest income within Other income (expense) in the Condensed Consolidated Statements of Operations. No interest income was recognized during the three months ended March 31, 2024. As of March 31, 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 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 with 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.


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.

Disaggregation of Revenue

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


	Three Months Ended March 31,
		2025		2024
Type of revenue stream:
Commissions and agency fees
Renewal Commissions		$	16,952	$	15,961
New Business Commissions		5,755		5,681
Agency Fees		2,240		1,911
Contingent Commissions		4,476		2,668
Franchise revenues
Renewal Royalty Fees		37,244		29,053
New Business Royalty Fees		6,929		6,234
Initial Franchise Fees		1,342		2,245
Other Franchise Revenues		456		458
Interest Income		189		250
Total Revenues		$	75,583	$	64,460

Timing of revenue recognition:
Transferred at a point in time		$	24,947	$	23,552
Transferred over time		50,636		40,908
Total Revenues		$	75,583	$	64,460


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

Contract Balances

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


	March 31, 2025		December 31, 2024		Increase/(decrease)
Cost to obtain franchise contracts(1)	$	1,969	$	1,967	$	2
Commissions and agency fees receivable, net	8,156		31,375		(23,219)
Receivable from franchisees(2)	15,761		14,546		1,215
Contract liabilities(2)(3)	18,420		18,466		(46)

(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 March 31, 2025 was included in the contract liabilities balance as of December 31, 2024.

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



Contract liabilities at December 31, 2024	$	18,466
Revenue recognized during the period	(1,342)
New deferrals(1)	1,150
Write offs(2)	146
Contract liabilities at March 31, 2025	$	18,420

(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):


	March 31, 2025		December 31, 2024
Franchise fees receivable(1)	$	6,253	$	6,263
Less: Unamortized discount(1)	(1,612)		(1,671)
Less: Allowance for uncollectible franchise fees(1)	(35)		(35)
Net franchise fees receivable(1)	$	4,606	$	4,557

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


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

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


Balance at December 31, 2024	$	35
Charges to bad debts	17
Write offs	(17)
Balance at March 31, 2025	$	35

Balance at December 31, 2023	$	223
Charges to bad debts	322
Write offs	(496)
Balance at March 31, 2024	$	49

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	274
Write offs	(339)
Balance at March 31, 2025	$	298

Balance at December 31, 2023	$	508
Charges to bad debts	435
Write offs	(533)
Balance at March 31, 2024	$	410

6. Property and equipment

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


	March 31, 2025		December 31, 2024
Furniture & fixtures	$	10,370	$	10,369
Computer equipment	5,477		5,443
Network equipment	481		481
Phone system	227		227
Leasehold improvements	36,389		35,288
Total	52,944		51,808
Less accumulated depreciation	(29,489)		(27,707)
Property and equipment, net	$	23,455	$	24,101

Depreciation expense was $1.8 million and $1.8 million for three months ended March 31, 2025 and 2024, respectively.


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

7. Intangible assets

Intangible assets consisted of the following (in thousands):


	March 31, 2025		December 31, 2024
Computer software & web domain	$	27,382	$	24,475
Books of business	6,895		6,895
Total	34,277		31,369
Less: accumulated amortization	(7,183)		(6,294)
Intangible assets, net	$	27,094	$	25,075

Amortization expense was $0.9 million and $0.7 million for three months ended March 31, 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 are 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 Credit Facility matures on January 8, 2030. This credit agreement replaces the Second Amended and Restated Credit Agreement, which was repaid with the proceeds of the 2025 Initial Term Loan and terminated. The term note is payable in quarterly installments of $0.8 million, with a balloon payment of $279.8 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.

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.

As of March 31, 2025, the Company had nothing drawn against the revolving credit facility and had $75.0 million available to draw.

The 2025 Initial Term Loan will bear interest at a rate of Term SOFR plus 3.50%. The 2025 Revolving Credit Facility bears interest at Term SOFR plus 225 basis points through June 30, 2025, and after which bear interest 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


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

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


	Amount
2025	$	2,250
2026	3,000
2027	3,000
2028	3,000
2029	3,000
Total	$	14,250

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 March 31, 2025, the Company was in compliance with these covenants.

Because of both instruments’ variable interest rate, the note payable balance at March 31, 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.

•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 benefit

Tax benefit was $1.7 million for the three months ended March 31, 2025 compared to tax benefit of $8.6 million for the three months ended March 31, 2024. The effective tax rate was (176)% for the three months ended March 31, 2025 and 127% for the three months ended March 31, 2024. The change in tax benefit and effective tax rate were primarily due to changes in state apportionment and related state filing requirements for the three months ended March 31, 2024.


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

Deferred taxes

Deferred tax assets at March 31, 2025 were $200.6 million compared to $193.5 million at December 31, 2024. The primary contributing factors to the increase in deferred tax assets are additional redemptions of LLC Units of GF for shares of Class A common stock of GSHD during the three months ended March 31, 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 months ended March 31, 2025, an aggregate of 144,833 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 144,833 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 March 31, 2025, the total amount of TRA Payments due to the Pre-IPO LLC Members under the tax receivable agreement was $164.6 million, of which $7.0 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 three months ended March 31, 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 March 31, 2025.


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

10. Stockholders' Equity

Class A Common Stock

GSHD has a total of 25,055 thousand shares of its Class A common stock outstanding at March 31, 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 12,475 thousand shares of its Class B common stock outstanding at March 31, 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 months ended March 31, 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 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)


	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
As Previously Reported
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


Adjustments
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
As Revised
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


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 months ended March 31, 2025 and 2024, divided by the basic weighted average number of Class A common stock as of the three months ended March 31, 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 months ended March 31, 2025 and 2024 (in thousands):


	Three Months Ended March 31,
		2025		2024
Numerator:
Net income attributable to GSHD - Basic		$	2,342	$	1,814
Less: net income attributable to noncontrolling interests(1)		—		(5)
Add: income tax effect on income attributable to noncontrolling interests assuming conversion of Class B common shares(1)		—		170
Net income available to GSHD - Diluted		$	2,342	$	1,979

Denominator:
Basic EPS
Weighted average outstanding Class A common shares - Basic		24,791		25,087
Earnings per share of Class A common stock - Basic		$	0.09	$	0.07

Diluted EPS
Weighted average outstanding Class A common shares - Basic		24,791		25,087
Effect of dilutive securities:
Weighted average outstanding Class B common shares (if-converted)(1)		—		12,864
Stock options(2)		1,151		888
Weighted average outstanding Class A common shares - Diluted		25,943		38,839

Earnings per share of Class A common stock - Diluted		$	0.09	$	0.05

(1) For the three months ended March 31, 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) 12,864 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) $0.2 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 months ended March 31, 2025, the impact of the conversion of Class B common shares to Class A common shares is excluded from the calculation of Diluted EPS because inclusion of such shares would be anti-dilutive.

(2) Dilutive stock options is computed using the treasury stock method, which are not participating securities. 335 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three months ended March 31, 2025 because the effect would have been anti-dilutive. 967 stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three months ended March 31, 2024 because the effect would have been anti-dilutive.


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

Share Repurchase Program

Subsequent event

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.

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 months ended March 31, 2025, GF did not make any tax distributions.

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 months ended March 31, 2025, an aggregate of 145 thousand LLC Units were redeemed by the noncontrolling interest holders. Pursuant to the GF LLC Agreement, GSHD issued 145 thousand shares of Class A common stock in connection with these redemptions and received 145 thousand LLC Interests, increasing GSHD's ownership interest in GF. Simultaneously, and in connection with these redemptions, 145 thousand shares of Class B common stock were surrendered and cancelled.

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


	March 31, 2025
	LLC Units	Ownership %
Number of LLC Units held by GSHD	25,055	66.8%
Number of LLC Units held by noncontrolling interest holders	12,475	33.2%
Number of LLC Units outstanding	37,530	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 months ended March 31, 2025 was 33.7%.


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

12. Equity-Based Compensation

Stock option expense was $6.2 million for the three months ended March 31, 2025. Stock option expense was $7.4 million for the three months ended March 31, 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 members, 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 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.


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

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.

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 First Quarter of 2025:

•Total revenue increased 17% from the first quarter of 2024 to $75.6 million

•Core Revenue* increased by 17% from the first quarter of 2024 to $69.1 million

•Total Written Premiums placed increased 22% from the prior-year period to $1.0 billion

•Net income increased by $0.8 million from the first quarter of 2024 to $2.6 million, or 4% of total revenues

•Adjusted EBITDA* increased 32% from the first quarter of 2024 to $15.5 million, or 21% of total revenues

•Basic and diluted earnings per share were $0.09 and $0.09, respectively, and Adjusted EPS* was $0.26 per share for the three months ended March 31, 2025

•Policies in Force increased 13% from March 31, 2024 to 1,729,000 at March 31, 2025

•Corporate sales headcount increased 46% from March 31, 2024 to 426 at March 31, 2025

◦As of March 31, 2025, 254 of these Corporate sales agents had less than one year of tenure and 172 had greater than one year of tenure

•Total operating franchises decreased 5% from March 31, 2024 to 1,098 at March 31, 2025

◦As of March 31, 2025, 100 operating Franchisees had less than one year of tenure and 998 operating Franchisees had greater than one year of tenure

*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

For the three months ended March 31, 2025, revenue increased by 17% to $75.6 million from $64.5 million for the three months ended March 31, 2024. Total Written Premium, which we believe is the best leading indicator of future revenue, increased 22% for the three months ended March 31, 2025 to $1.0 billion from $0.82 billion for the three months ended March 31, 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 March 31,
(in thousands)		2025	2024
Core Revenue:
Renewal Commissions(1)			$16,952	22	%	$15,961	25	%
Renewal Royalty Fees(2)			37,244	49	%	29,053	45	%
New Business Commissions(1)			5,755	8	%	5,681	9	%
New Business Royalty Fees(2)			6,929	9	%	6,234	10	%
Agency Fees(1)			2,240	3	%	1,911	3	%
Total Core Revenue			69,120	91	%	58,839	91	%
Cost Recovery Revenue:
Initial Franchise Fees(2)			1,342	2	%	2,245	4	%
Interest Income			189	—	%	250	—	%
Total Cost Recovery Revenue			1,531	2	%	2,495	4	%
Ancillary Revenue:
Contingent Commissions(1)			4,476	6	%	2,668	4	%
Other Franchise Revenues(2)			456	1	%	458	1	%
Total Ancillary Revenue			4,932	7	%	3,126	5	%
Total Revenues			$75,583	100	%	$64,460	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 months ended March 31, 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 March 31,
		2025			2024
Revenues:
Commissions and agency fees			$	29,423	39	%	$	26,221	41	%
Franchise revenues			45,971		61	%	37,989		59	%
Interest income			189		—	%	250		—	%
Total revenues			75,583		100	%	64,460		100	%
Operating Expenses:
Employee compensation and benefits			48,334		70	%	42,130		67	%
General and administrative expenses			17,559		26	%	17,180		27	%
Bad debts			406		1	%	1,127		2	%
Depreciation and amortization			2,670		4	%	2,568		4	%
Total operating expenses			68,969		100	%	63,005		100	%
Income from operations			6,614				1,455
Other Income (Expense):

Interest expense			(5,823)				(1,487)
Other income (expense)			168				(6,727)
Income before taxes			959				(6,759)
Tax benefit			(1,687)				(8,568)
Net income			2,646				1,809
Less: net income attributable to noncontrolling interests			304				(5)
Net income attributable to Goosehead Insurance, Inc.			$	2,342			$	1,814

Revenues

For the three months ended March 31, 2025 revenue increased 17% to $75.6 million from $64.5 million for the three months ended March 31, 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 March 31,
		2025	2024
Core Revenue:
Renewal Commissions			$	16,952	58	%	$	15,961	61	%
New Business Commissions			5,755		20	%	5,681		22	%
Agency Fees			2,240		8	%	1,911		7	%
Total Core Revenue:			24,947		85	%	23,552		90	%
Ancillary Revenue:
Contingent Commissions			4,476		15	%	2,668		10	%
Commissions and agency fees			$	29,423	100	%	$	26,221	100	%

Renewal Commissions increased by $1.0 million, or 6%, to $17.0 million for the three months ended March 31, 2025 from $16.0 million for the three months ended March 31, 2024. The increase during the three months ended March 31, 2025 was primarily attributable to an increase in the number of policies in the renewal term from March 31, 2024 to March 31, 2025, assisted by client retention of 84%, and premium rate increases.

New Business Commissions increased by $0.1 million, or 1%, to $5.8 million for the three months ended March 31, 2025 from $5.7 million for the three months ended March 31, 2024. The increase during the three months ended March 31, 2025 was primarily driven by an increase in the number of Corporate sales agents, offset by product challenges in Texas where our corporate network still has large exposure.

Revenue from Agency Fees increased by $0.3 million, or 17%, to $2.2 million for the three months ended March 31, 2025 from $1.9 million for the three months ended March 31, 2024. The increase in Agency Fees during the three months ended March 31, 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 $1.8 million, to $4.5 million for the three months ended March 31, 2025 from $2.7 million for the three months ended March 31, 2024. The increase during the three months ended March 31, 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 March 31,
		2025	2024
Core Revenues:
Renewal Royalty Fees			$	37,244	81	%	$	29,053	77	%
New Business Royalty Fees			6,929		15	%	6,234		16	%
Total Core Revenues:			44,173		96	%	35,287		93	%
Cost Recovery Revenues:
Initial Franchise Fees			1,342		3	%	2,245		6	%
Ancillary Revenues:
Other Franchise Revenues			456		1	%	458		1	%
Franchise revenues			$	45,971	100	%	$	37,989	100	%

Revenue from Renewal Royalty Fees increased by $8.2 million, or 28%, to $37.2 million for the three months ended March 31, 2025 from $29.1 million for the three months ended March 31, 2024. The increase in revenue from Renewal Royalty Fees during the three months ended March 31, 2025 was primarily attributable to an increase in the number of policies in the renewal term, assisted by client retention of 84%, and rising premium rates.

Revenue from New Business Royalty Fees increased by $0.7 million, or 11%, to $6.9 million for the three months ended March 31, 2025 from $6.2 million for the three months ended March 31, 2024. The increase in revenue from New Business Royalty Fees during the three months ended March 31, 2025 was primarily attributable to an increase in franchise productivity and rising premium rates.

Revenue from Initial Franchise Fees decreased by $0.9 million, or 40%, to $1.3 million for the three months ended March 31, 2025 from $2.2 million for the three months ended March 31, 2024. The primary reason for this decrease was 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 24%, to $0.2 million for the three months ended March 31, 2025 from $0.3 million for the three months ended March 31, 2024. The decrease 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 $6.2 million, or 15%, to $48.3 million for the three months ended March 31, 2025 from $42.1 million for the three months ended March 31, 2024. The increase was primarily related to investments in corporate producers and our service and technology functions.

General and administrative expenses

General and administrative expenses increased by $0.4 million, or 2%, to $17.6 million for the three months ended March 31, 2025 from $17.2 million for the three months ended March 31, 2024. This increase was primarily attributable to increased spending on technologies and professional services, offset by a decrease in asset impairment charges.

Bad debts

Bad debts decreased by $0.7 million, or 64%, to $0.4 million for the three months ended March 31, 2025 from $1.1 million for the three months ended March 31, 2024. The decrease during the three months ended March 31, 2025 was primarily attributable to lower turnover of franchises during the periods.

Depreciation and amortization

Depreciation and amortization increased by $0.1 million, or 4%, to $2.7 million for the three months ended March 31, 2025 from $2.6 million for the three months ended March 31, 2024. This increase during the three months ended March 31, 2025 was primarily attributable to increased spending on software development since March 31, 2024.

Interest expense

Interest expense increased $4.3 million to $5.8 million for the three months ended March 31, 2025 from $1.5 million for the three months ended March 31, 2024. The primary driver of the increase during the three months ended March 31, 2025 was an increase in total borrowings outstanding during the periods.

Other income (expense)

Other income (expense) consists of remeasurements of our TRA liability, interest earned on cash balances, and loss on debt extinguishment. Other income (expense) increased by $6.9 million for the three months ended March 31, 2025 primarily due to remeasurements of our TRA liability during the three months ended March 31, 2024 due to changes in state apportionment and related state filing requirements.

Tax benefit

Tax benefit decreased by $6.9 million for the three months ended March 31, 2025 to a benefit of $1.7 million from a benefit of $8.6 million for three months ended March 31, 2024. This is primarily due to an increase in income before taxes and due to remeasurements of our deferred tax asset during the three months ended March 31, 2024 due to changes in state apportionment and related 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 months ended March 31, 2025 and 2024 (in thousands).


	Three Months Ended March 31,				% Change
	2025		2024
Corporate sales Total Written Premium	$	176,606	$	168,500	5	%
Franchise sales Total Written Premium	823,625		650,285		27	%
Total Written Premium	$	1,000,231	$	818,785	22	%

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 March 31, 2025, we had 1.7 million Policies in Force compared to 1.7 million as of December 31, 2024 and 1.5 million as of March 31, 2024, representing a 3% 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 called 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 87 as of March 31, 2025, compared to 91 as of March 31, 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 84% at March 31, 2025 remained steady when compared to 84% at December 31, 2024, and decreased modestly compared to 85% at March 31, 2024. The modest decrease was impacted by premium rate increases yet supported by the service team’s continued focus on delivering highly differentiated service levels. For the trailing twelve months ended March 31, 2025, we retained 98% of the premiums we distributed in the trailing twelve months ended March 31, 2024, which remained flat from the 98% premium retention at December 31, 2024. 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 March 31, 2025, New Business Revenue grew 8% to $14.9 million, from $13.8 million for the three months ended March 31, 2024. Growth in New Business Revenue during the three months ended March 31, 2025 was primarily driven by 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 and hurricanes in Florida) 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 March 31, 2025, Renewal Revenue grew 20% to $54.2 million, from $45.0 million for the three months ended March 31, 2024. Growth in Renewal Revenue during the three months ended March 31, 2025 was primarily driven by an increase in the number of policies in the renewal term, assisted by Client Retention of 84% at March 31, 2025, and rising premium rates.

Continued 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 $10.3 million, or 17%, to $69.1 million for the three months ended March 31, 2025 from $58.8 million for the three months ended March 31, 2024. The primary drivers of the increase during the three months ended March 31, 2025 was an increase in policies in their renewal term, assisted by Client Retention of 84%; more new policies written driven by an increase in Franchise productivity; and rising premium rates.

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 $1.0 million, or 39%, to $1.5 million for the three months ended March 31, 2025 from $2.5 million for the three months ended March 31, 2024. The primary driver was 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 $1.8 million to $4.9 million for the three months ended March 31, 2025 from $3.1 million for the three months ended March 31, 2024. The increase 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 $3.8 million, or 32%, to $15.5 million for the three months ended March 31, 2025 from $11.7 million for the three months ended March 31, 2024. The primary driver of the increase in Adjusted EBITDA during the three months ended March 31, 2025 was growth in Total Revenue, slower growth in both Employee compensation and benefits and General and administrative expenses, and a decrease in Bad debts.

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 helpful in measuring profitability of operations on a consolidated level.

For the three months ended March 31, 2025, Adjusted EBITDA Margin was 21% compared to 18% for the three months ended March 31, 2024 as a result of expenses growing at a slower pace than our growth in Total Revenue.

Adjusted EPS

Adjusted EPS is a supplemental measure of our performance, defined as earnings per share (the most directly comparable GAAP measure) before non-recurring or non-operating income and expenses. Adjusted EPS is a useful measure to management because it eliminates the impact of items that do not relate to business performance.

GAAP to Non-GAAP Reconciliations

The following tables show a reconciliation from Total Revenues to Core Revenue, Cost Recovery Revenue, and Ancillary Revenue (in thousands):


	Three Months Ended March 31,
		2025		2024
Total Revenues		$	75,583	$	64,460

Core Revenue:
Renewal Commissions(1)		$	16,952	$	15,961
Renewal Royalty Fees(2)		37,244		29,053
New Business Commissions(1)		5,755		5,681
New Business Royalty Fees(2)		6,929		6,234
Agency Fees(1)		2,240		1,911
Total Core Revenue		69,120		58,839
Cost Recovery Revenue:
Initial Franchise Fees(2)		1,342		2,245
Interest Income		189		250
Total Cost Recovery Revenue		1,531		2,495
Ancillary Revenue:
Contingent Commissions(1)		4,476		2,668
Other Franchise Revenues(2)		456		458
Total Ancillary Revenue		4,932		3,126
Total Revenues		$	75,583	$	64,460

(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.

The following tables show a reconciliation from net income to Adjusted EBITDA and Adjusted EBITDA margin (in thousands):


	Three Months Ended March 31,
		2025			2024
Net income		$	2,646		$	1,809
Interest expense		5,823			1,487
Depreciation and amortization		2,670			2,568
Tax benefit		(1,687)			(8,568)
Equity-based compensation		6,236			7,357
Impairment expense		—			347

Other (income) expense		(168)			6,727
Adjusted EBITDA		$	15,520		$	11,727
Adjusted EBITDA Margin(1)		21		%	18		%

(1) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue ($15.5 million/$75.6 million), and ($11.7 million/$64.5 million) for the three months ended March 31, 2025 and 2024, respectively.

The following tables show a reconciliation from basic earnings per share to Adjusted EPS. Note that totals may not sum due to rounding:


	Three Months Ended March 31,
		2025		2024
Earnings per share - basic (GAAP)		$	0.09	$	0.07
Add: equity-based compensation(1)		0.17		0.19
Add: impairment expense(2)		—		0.01

Adjusted EPS (non-GAAP)		$	0.26	$	0.28

(1) Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares [$6.2 million/(24.8 million + 12.6 million)] for the three months ended March 31, 2025 and [$7.4 million/ (25.1 million + 12.9 million)] for the three months ended March 31, 2024.

(2) Calculated as impairment expense divided by sum of weighted average Class A and Class B shares [$0.3 million/(25.1 million + 12.9 million)] for the three months ended March 31, 2024. No impairment was recorded for the three months ended March 31, 2025.

Liquidity and capital resources

We have managed our historical liquidity and capital requirements primarily through the receipt of revenues. Our primary cash flow activities involve: (1) generating cash flow from Commissions and Fees, which largely includes New Business Commissions, Renewal Commissions, and Agency Fees; (2) generating cash flow from Franchise Revenues operations, which largely includes Initial Franchise Fees and Royalty Fees; (3) borrowings, interest payments and repayments under our credit agreement; and (4) issuing shares of Class A common stock. As of March 31, 2025, our cash and cash equivalents balance was $70.2 million. We have used cash flow from operations primarily to pay compensation and related expenses, general, administrative and other expenses, debt service, special dividends, share repurchases, and distributions to our owners.

Credit agreements

See "Note 8. Debt" in the condensed consolidated financial statements included herein for a discussion of the Company's credit facilities.

Comparative cash flows

The following table summarizes our cash flows from operating, investing and financing activities for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024		Change
Net cash provided by operating activities	$	15,484	$	12,067	$	3,417
Net cash used for investing activities	(3,313)		(2,882)		(431)
Net cash provided by (used for) financing activities	2,427		(115)		2,542
Net increase in cash and cash equivalents	14,598		9,070		5,528
Cash and cash equivalents, and restricted cash, beginning of period	57,973		44,047		13,926
Cash and cash equivalents, and restricted cash, end of period	$	72,571	$	53,117	$	19,454

Operating activities

Net cash provided by operating activities was $15.5 million for the three months ended March 31, 2025 as compared to net cash provided by operating activities of $12.1 million for the three months ended March 31, 2024. This increase in net cash provided by operating activities was primarily attributable to a $0.8 million increase in net income, a $18.0 million increase related to commissions and agency fees receivable, and a $5.3 million increase related to changes in contract liabilities as a result of fewer franchise terminations in the three months ended March 31, 2025, offset by a $16.0 million decrease related to prepaid expenses and a $3.2 million decrease in cash provided from receivables from franchisees.

Investing activities

Net cash used for investing activities was $3.3 million for the three months ended March 31, 2025, compared to net cash used for investing activities of $2.9 million for the three months ended March 31, 2024. This increase was primarily driven by a $0.4 million increase in purchases of property and equipment and a $0.2 million increase in cash paid for capitalized software development costs.

Financing activities

Net cash provided by financing activities was $2.4 million for the three months ended March 31, 2025 as compared to net cash used for financing activities of $0.1 million for the three months ended March 31, 2024. This increase in net cash provided by (used for) financing activities was primarily driven by issuance a $300 million term loan which was used to repay our previous term loan of $93.1 million and fund a special distribution and dividend of $205.0 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 Credit Facility matures on January 8, 2030. This credit agreement replaces the prior Second Amended and Restated Credit Agreement, dated July 21, 2021, which was repaid with the proceeds of the 2025 Initial Term Loan and terminated. Loans under the 2025 Credit Agreement will bear interest at a rate of Term SOFR plus 3.50%. The term note is payable in quarterly installments of $0.8 million, with a balloon payment of $279.8 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

Future sources and uses of liquidity

Our sources of liquidity are (1) cash on hand, (2) net working capital, (3) cash flows from operations and (4) our revolving credit facility. Based on our current expectations, we believe that these sources of liquidity will be sufficient to fund our working capital requirements and to meet our commitments in the foreseeable future.

We expect that our primary liquidity needs will comprise cash to (1) provide capital to facilitate the organic growth of our business, (2) pay operating expenses, including cash compensation to our employees, (3) make payments under the tax receivable agreement, (4) pay interest and principal due on borrowings under our Credit Agreement (5) pay income taxes, (6) repurchase shares under our Share Repurchase Program, and (7) when deemed advisable by our board of directors, pay dividends.

Dividend policy

There have been no material changes to our dividend policy as described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Tax receivable agreement

We entered into a tax receivable agreement with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by us 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 we actually realize as a result of (i) any increase in tax basis in Goosehead Insurance, Inc.’s assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. See "Item 13. Certain relationships and related transactions, and director independence" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Holders of Goosehead Financial, LLC Units (other than Goosehead Insurance, Inc.) may, subject to certain conditions and transfer restrictions described above, redeem or exchange their LLC Units for shares of Class A common stock of Goosehead Insurance, Inc. on a one-for-one basis. Goosehead Financial, LLC 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 for shares of Class A common stock occurs, which is expected to result in increases to the tax basis of the assets of Goosehead Financial, LLC at the time of a redemption or exchange of LLC Units. The redemptions or exchanges are expected to result in increases in the tax basis of the tangible and intangible assets of Goosehead Financial, LLC. These increases in tax basis may reduce the amount of tax that Goosehead Insurance, Inc. would otherwise be required to pay in the future. We have entered into a tax receivable agreement with the Pre-IPO LLC Members that provides for the payment by us 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 we actually realize as a result of (i) any increase in tax basis in

Goosehead Insurance, Inc.’s assets resulting from (a) the purchase of LLC Units from any of the Pre-IPO LLC Members using the net proceeds from any future offering, (b) redemptions or exchanges by the Pre-IPO LLC Members of LLC Units for shares of our Class A common stock or (c) payments under the tax receivable agreement and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement. This payment obligation is an obligation of Goosehead Insurance, Inc. and not of Goosehead Financial, LLC. For purposes of the tax receivable agreement, the cash tax savings in income tax will be computed by comparing the actual income tax liability of Goosehead Insurance, Inc. (calculated with certain assumptions) to the amount of such taxes that Goosehead Insurance, Inc. would have been required to pay had there been no increase to the tax basis of the assets of Goosehead Financial, LLC as a result of the redemptions or exchanges and had Goosehead Insurance, Inc. not entered into the tax receivable agreement. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. While the actual increase in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including the timing of redemptions or exchanges, the price of shares of our Class A common stock at the time of the redemption or exchange, the extent to which such redemptions or exchanges are taxable and the amount and timing of our income. See "Item 13. Certain relationships and related transactions, and director independence" of the Annual Report on Form 10-K. We anticipate that we will account for the effects of these increases in tax basis and associated payments under the tax receivable agreement arising from future redemptions or exchanges as follows:

•we will record an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the redemption or exchange;

•to the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, we will reduce the deferred tax asset with a valuation allowance; and

•we will record 85% of the estimated realizable tax benefit (which is the recorded deferred tax asset less any recorded valuation allowance) as an increase to the liability due under the tax receivable agreement and the remaining 15% of the estimated realizable tax benefit as an increase to additional paid-in capital.

All of the effects of changes in any of our estimates after the date of the redemption or exchange will be included in net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

Contractual obligations, commitments and contingencies

The following table represents our contractual obligations as of March 31, 2025, aggregated by type (in thousands):


	Contractual obligations, commitments and contingencies
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating leases(1)	$	72,357	$	9,049	$	24,053	$	20,159	$	19,096
Debt obligations payable(2)	300,000		3,000		6,000		6,000		285,000
Interest expense(3)	158,105		23,288		45,874		44,939		44,004
Liabilities under the tax receivable agreement(4)	164,561		6,993		44,396		21,197		91,975
Total	$	695,023	$	42,330	$	120,323	$	92,295	$	440,075

(1)The Company leases its facilities under non-cancelable operating leases. In addition to monthly lease payments, the lease agreements require the Company to reimburse the lessors for its portion of operating costs each year. Rent expense was $1.9 million and $1.8 million for the three months ended March 31, 2025 and 2024.

(2)The Company entered into a new credit agreement on January 8, 2025 for an aggregate $300 million in term loans, which were used to pay off the existing term loan, and a new revolving credit facility of $75 million, of which nothing was drawn as of March 31, 2025. See "Note 8. Debt" under Part I, Item 1 of this Form 10-Q.

(3)Interest expense includes interest payments on our outstanding debt obligations under our credit agreement. Our debt obligations have variable interest rates. We have calculated future interest obligations based on the interest rate for our debt obligations as of March 31, 2025.

(4)See "Item 2. Management's discussion and analysis of financial condition and results of operation - Tax receivable agreement."

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. See "Note 10. Stockholders' Equity" in the condensed consolidated financial statements included herein for a discussion of the repurchase programs.

Off-balance sheet arrangements

We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our condensed consolidated financial statements except for those described under “Contractual obligations, commitments and contingencies” above.

Critical accounting policies

Our discussion and analysis of our consolidated financial condition and results of operations is based upon the accompanying condensed consolidated financial statements and notes thereto, which have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements requires us to make estimates, judgments and assumptions, which we believe to be reasonable, based on the information available. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. Variances in the estimates or assumptions used to actual experience could yield materially different accounting results. On an ongoing basis, we evaluate the continued appropriateness of our accounting policies and resulting estimates to make adjustments we consider appropriate under the facts and circumstances. There have been no significant changes to our critical accounting policies as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent accounting pronouncements

See "Note 2. Summary of Significant Accounting Policies—Recently Issued Accounting Pronouncements” under Part I, Item 1 of this Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to our exposure to market risks as described in "Item 7A. Quantitative and qualitative disclosure of market risks" in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 4. Controls and Procedures

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the first quarter of 2025, the Company implemented a new general ledger system. In connection with the implementation activities, we evaluated the impact of the implementation on our internal controls over financial reporting and revised certain controls to align with the new system. The Company concluded as part of our evaluation that the implementation of the general ledger system has not materially affected our internal control over financial reporting during the quarter ended March 31, 2025. There were no other changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings

The information required by this Item is incorporated by reference to "Part I, Item I, Note 13. Litigation" in the condensed consolidated financial statements included herein.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, except as follows:

Our business is dependent upon information processing systems. Security breaches, cyberattacks or other similar incidents with respect to our or our vendors' information processing systems may damage our reputation and negatively impact client retention and carrier, franchise, and Referral Partner relationships.

Our ability to provide insurance services to clients and to create and maintain comprehensive tracking and reporting of client accounts depends on our capacity to store, retrieve and process data, manage significant databases and data hygiene, and expand and periodically upgrade our information processing capabilities. As our operations evolve, we will need to continue to make investments in new and enhanced information systems. As our information system providers revise and upgrade their hardware, software and equipment technology, we may encounter difficulties in integrating these new technologies into our business. Interruption or loss of our information processing capabilities or adverse consequences from implementing new or enhanced systems could have a material adverse effect on our business, financial condition and results of operations.

In the course of providing financial services, we may electronically store, transmit or otherwise process personal information (including sensitive personal information), such as social security numbers or credit card or bank information, of clients or employees of clients. Breaches in data security or infiltration by unauthorized persons of our network security could cause interruptions in operations and damage to our reputation, among other adverse impacts. While we maintain policies, procedures and technological safeguards designed to protect the security and privacy of this information, we cannot entirely eliminate the risk of improper access to or disclosure of personal information nor the related costs we incur to mitigate the consequences from such events. Techniques used to

obtain unauthorized access or to sabotage systems change frequently. For example, attackers have used artificial intelligence to launch more targeted, automated and coordinated attacks against targets. Data privacy and cybersecurity laws, rules and regulations are matters of growing public concern and are continuously changing in the states in which we operate. The failure to adhere to or successfully implement procedures to respond to these laws, rules and regulations could result in legal liability or impairment to our reputation.

Further, despite security measures taken by us and our vendors, our systems and those of our vendors have been, and may in the future be, vulnerable to physical break-ins, unauthorized access, viruses or other disruptive problems. In the event our systems or facilities are infiltrated or damaged, our clients have experienced, and could in the future experience, data loss, financial loss and significant business interruption, which may lead to a material adverse effect on our business, financial condition and results of operations. We may be required to expend significant additional resources to modify protective measures, to investigate and remediate vulnerabilities or other exposures or to make required notifications.

Improper disclosure of confidential, personal or proprietary information, whether due to human error, misuse of information by employees or vendors, or as a result of security breaches, cyberattacks or other similar incidents with respect to our or our vendors’ systems, could result in regulatory scrutiny, legal liability or reputational harm, and could have an adverse effect on our business or operations.

We maintain confidential, personal and proprietary information relating to our company, our employees and our clients. This information includes personally identifiable information, protected health information and financial information. We are subject to laws, regulations, rules, industry standards, contractual obligations and other legal obligations relating to the collection, use, retention, security, transfer, disclosure and other processing of this information. These requirements apply to transfers of information among our affiliates, as well as to transactions we enter into with third-party vendors.

Cybersecurity breaches, cyberattacks and other similar incidents, including, among other things, computer viruses, denial of service or information attacks, worms, ransomware attacks, credential stuffing, social engineering, human error, fraud, unauthorized parties gaining access to our information technology systems, theft, malfeasance or improper access by employees or vendors, malware attacks, phishing campaigns and vulnerability exploit attempts

could disrupt the security of our internal systems and business applications or those of our vendors and impair our ability to provide services to our clients and protect the privacy of their data. Any such incidents have, and may in the future, also compromise confidential business information, result in intellectual property or other confidential or proprietary information being lost or stolen, including client, employee or company data, which could harm our reputation, competitive position or otherwise adversely affect our business.

Cybersecurity risks have significantly increased in recent years, in part, because of the proliferation of new technologies, the use of the internet and telecommunications technologies to exchange information and conduct transactions, and the increased sophistication and activities of computer hackers, organized crime, terrorists, and other external parties, including foreign state and state-sponsored actors. Moreover, cybersecurity threats are constantly evolving, which makes it more difficult to detect cybersecurity incidents, assess their severity or impact in a timely manner, and successfully defend against them. The Cybersecurity threats also may see their frequency increased, and effectiveness enhanced, by the use of AI. Consequently, the risk of a cybersecurity incident has increased, and as cybersecurity threats evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any information security vulnerabilities, security breaches, cyberattacks or other similar incidents. Some of our past preventative efforts have not been, and we cannot provide assurance that our future preventative efforts or those of our vendors or service providers will be, successful, and we may not be able to anticipate all security breaches, cyberattacks or other similar incidents, detect or react to such incidents in a timely manner, implement guaranteed preventive measures against such incidents, or adequately remediate any such incident.

Although we maintain policies, procedures and technical safeguards designed to protect the security and privacy of confidential, personal and proprietary information, we cannot eliminate the risk of human error or guarantee our safeguards against employee, vendor or third-party malfeasance. The measures we implement, including our security controls over personal data and training of employees on data security, have not prevented in the past, and it is possible that they may not prevent in the future, improper access to, disclosure of, or misuse of confidential, personal or proprietary information. Moreover, while we generally perform cybersecurity due diligence on our key vendors, because we do not control our vendors and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Due to applicable laws regulations, rules, industry standards or contractual obligations, we may be held responsible for security breaches, cyberattacks or other similar incidents attributed to our vendors as they relate to the information we share with them. This could cause harm to our reputation, create legal exposure, or subject us to liability under laws that protect personal data, resulting in increased costs or loss of revenue.

The occurrence of any security breach, cyberattack or other similar incident with respect to our or our vendors’ systems, or our failure to make adequate or timely disclosures to the public, regulators, law enforcement agencies or affected individuals, as applicable, following any such event, could cause harm to our reputation, subject us to additional regulatory scrutiny, expose us to civil litigation, fines, damages or injunctions or subject us to notification obligations or liability under applicable data privacy, cybersecurity and other laws, rules and regulations, resulting in increased costs or loss of commissions and fees, any of which could have a material adverse effect on our business, financial condition and results of operations. We cannot ensure that any limitations of liability provisions in our agreements with customers, vendors and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a security breach, cyberattack or other similar incident. Additionally, we cannot be certain that our insurance coverage will be adequate for cybersecurity liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Subject to the terms of the amended and restated Goosehead Financial, LLC Agreement, each LLC Unit is redeemable (along with the cancellation of the corresponding share of Class B common stock) for one share of Class A common stock.

Issuer Purchases of Equity Securities

Share repurchase activity during the three months ended March 31, 2025 was as follows (in thousands, except for average price paid per share):


Period	Total Number of Shares Purchased	Average Price Paid Per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
January 1, 2025 - January 31, 2025	—	$—	—	$36,837
February 1, 2025 - February 28, 2025	—	$—	—	$36,837
March 1, 2025 - March 31, 2025	—	$—	—	$—
Total	—		—

(1) 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 through March 31, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit 10.1*			Credit Agreement, dated as of January 8, 2025, by and among Goosehead Insurance Holdings, LLC, as borrower, Goosehead Financial, LLC, as holdings, certain subsidiary guarantors named therein, certain lender parties named therein, and JPMorgan Chase Bank, N.A. ("JPM"), as administrative agent.
Exhibit 31.1			Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2			Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32			Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document
101.SCH			XBRL Schema Document
101.CAL			XBRL Calculation Linkbase Document
101.DEF			XBRL Definition Linkbase Document
101.LAB			XBRL Label Linkbase Document
101.PRE			XBRL Presentation Linkbase
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

*Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted schedule or exhibit upon request.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned thereunto duly authorized.

GOOSEHEAD INSURANCE, INC.

Date:

April 23, 2025

By:

/s/ Mark K. Miller

Mark K. Miller

President and Chief Executive Officer

(Principal Executive Officer)

Date:

April 23, 2025

By:

/s/ Mark E. Jones, Jr.

Mark E. Jones, Jr.

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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Date	Price Target	Rating	Analyst
8/22/2024	$90.00	Outperform → Market Perform	BMO Capital Markets
8/15/2024	$98.00 → $94.00	Buy → Hold	TD Cowen
1/10/2024	$105.00	Outperform	TD Cowen
10/17/2023	$84.00	Buy	UBS
9/20/2023	$86.00 → $90.00	Market Perform → Outperform	BMO Capital Markets
2/6/2023	$72.00	Outperform	Credit Suisse
1/20/2023	$39.00	Market Perform	BMO Capital Markets
7/28/2022		Outperform → Mkt Perform	William Blair

SEC Form 10-Q filed by Goosehead Insurance Inc.

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Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

Chief Financial Officer Jones Mark E. Jr. bought $119,200 worth of shares (1,010 units at $118.02), increasing direct ownership by 76% to 2,342 units (SEC Form 4)

Miller Mark bought $580,650 worth of shares (10,000 units at $58.06), increasing direct ownership by 50% to 30,000 units (SEC Form 4)

Cruzado Waded bought $18,775 worth of shares (250 units at $75.10), increasing direct ownership by 269% to 343 units (SEC Form 4)

$GSHD Leadership Updates

Live Leadership Updates

Goosehead Insurance Appoints Bill Wade to Board of Directors

Goosehead Insurance Announces CEO Transition

Goosehead Insurance Appoints Industry Veteran David Lakamp as New Chief Service Officer

Recent Analyst Ratings for
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Analyst Ratings

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Large Ownership Changes

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Financials

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SEC Filings

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Insider Purchases

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Leadership Updates