Ehealth Inc SEC Filings

eHealth (Nasdaq:EHTH) filed an 8-K disclosing two material governance items: an extension of Chief Executive Officer Fran Soistman’s tenure and the 2025 Annual Meeting voting results.

CEO Transition. The board has not yet appointed a successor, so Mr. Soistman will continue as CEO until the earlier of a successor’s start date or 30 Sep 2025 and then serve as executive advisor through 31 Dec 2025. In exchange, he will receive (i) a $1.0 million retention cash award payable on the first payroll date in Jan 2026, conditioned on service through the transition period, and (ii) an annual performance-based cash bonus tied to the 2025 executive bonus metrics. He will continue to draw his current base salary and vesting will proceed under existing equity awards; no severance will be owed when he relinquishes the CEO title.

Shareholder votes. Of the 34.5 million votes eligible, 72.3 % were represented. Stockholders re-elected three Class I directors, ratified Ernst & Young LLP, and approved the 2025 advisory say-on-pay. They also approved an amendment to the 2024 Equity Incentive Plan to add 1.5 million shares (≈5 % of outstanding common stock), expanding the company’s capacity to grant equity awards.

The filing enhances leadership stability but increases executive compensation expense and introduces potential dilution from the larger share pool.

eHealth (EHTH) Director Prama Bhatt received an annual equity grant of 34,574 restricted stock units (RSUs) on June 17, 2025, as part of the company's non-employee director compensation program. The RSUs were granted at $0 cost and increased Bhatt's total beneficial ownership to 79,438 shares.

Key terms of the RSU grant:

• Vesting occurs in four equal quarterly installments starting June 17, 2025
• Full vesting acceleration triggers: - Day before next annual stockholder meeting - Upon Change in Control
• Vesting contingent on continued service as defined in the 2024 Equity Incentive Plan

This Form 4 filing was submitted by attorney-in-fact Sonwha Lee on June 20, 2025, within the required reporting timeline for insider transactions.

eHealth (EHTH) Director Andrea C. Brimmer received a significant equity grant on June 17, 2025, consisting of 34,574 restricted stock units (RSUs) as part of the company's annual non-employee director compensation program. Following this transaction, Brimmer's total direct holdings increased to 118,481 shares.

Key terms of the RSU grant:

• RSUs vest quarterly over one year in four equal installments starting June 17, 2025
• Accelerated vesting triggers include: - Day before next annual stockholder meeting - Change in control event
• Vesting contingent on continued service as defined in 2024 Equity Incentive Plan
• Each RSU converts to one common share upon vesting
• Grant price recorded at $0

eHealth (EHTH) Director Erin L. Russell received an annual equity grant of 34,574 restricted stock units (RSUs) on June 17, 2025, as part of the company's non-employee director compensation program. The RSUs were granted at $0 cost and represent the right to receive an equivalent number of common shares upon vesting.

The RSUs will vest in four equal quarterly installments starting from June 17, 2025, subject to continued service. Following this grant, Russell beneficially owns 115,037 shares directly. Accelerated vesting provisions apply if:

• The day before the next annual stockholder meeting
• In the event of a Change in Control, subject to continued service

This Form 4 filing was executed by Sonwha Lee as attorney-in-fact for Russell on June 20, 2025, within the required reporting timeline.

eHealth (EHTH) Director Cesar M. Soriano received an annual equity grant of 34,574 restricted stock units (RSUs) on June 17, 2025, as part of the company's non-employee director compensation program. The RSUs were granted at $0 cost and will vest in four equal quarterly installments starting from the grant date.

Following this transaction, Soriano beneficially owns 110,216 shares of eHealth common stock directly. The RSUs are subject to accelerated vesting in two scenarios:

• The day before the next annual stockholder meeting
• Upon a Change in Control event, provided the director maintains service provider status

This Form 4 filing was submitted on June 28, 2025, with the signature executed by Sonwha Lee as attorney-in-fact for Soriano on June 20, 2025.

eHealth Director Dale B. Wolf reported the acquisition of 34,574 restricted stock units (RSUs) on June 17, 2025, as part of the company's annual non-employee director compensation. The RSUs were granted at $0 cost and will vest in four equal quarterly installments starting from the grant date.

Key details of the transaction:

• Following the transaction, Wolf directly owns 123,133 shares of common stock
• Additionally holds 62,932 shares indirectly through the Dale B. Wolf Generation Skipping Trust
• RSUs will vest fully if either: (1) the day before next annual stockholder meeting, or (2) upon a Change in Control
• Vesting is contingent on continued service as defined in the 2024 Equity Incentive Plan

This Form 4 filing, signed by attorney-in-fact Sonwha Lee on June 20, 2025, demonstrates standard board compensation practices and aligns director interests with shareholders through equity-based awards.

eHealth (EHTH) Director A. John Hass received a significant equity grant on June 17, 2025, consisting of 34,574 restricted stock units (RSUs) as part of the company's annual non-employee director compensation program. Following this transaction, Hass's direct ownership increased to 121,893 shares.

The RSUs were granted at $0 exercise price and will vest in four equal quarterly installments starting from June 17, 2025. Key accelerated vesting provisions include:

• Full vesting on the day before the next annual stockholder meeting
• Full vesting upon a Change in Control event

Both acceleration scenarios require continued service as a board member. This grant was made under the company's 2024 Equity Incentive Plan and represents standard board compensation practices, demonstrating alignment with shareholder interests through equity-based compensation.