STOCK TITAN

Goosehead Insurance: 2023–2025 accounts need restatement

Management expects one or more material weaknesses and ineffective disclosure controls for the affected reporting periods.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Goosehead Insurance, Inc. reported preliminary, unaudited Q3 2026 revenue of $108.8 million to $110.8 million, up approximately 17% at the range midpoint versus the prior-year period. Core Revenue was $94.7 million, up 13%, and written premiums were $1.31 billion, up 11%.

The company concluded that annual financial statements for 2023–2025 and interim periods through June 2026 should no longer be relied upon and should be restated. A customer-contract commission correction is expected to reduce employee compensation and benefits and increase operating income by approximately 0.5% to 5.5% of employee compensation and benefits for FY2025 and the interim periods ended March 31 and June 30, 2026. A separate franchise-fee presentation correction is expected to increase revenue and general and administrative expenses equally by approximately $11 million to $16 million for FY2025 and $5.5 million to $8.5 million for the six months ended June 30, 2026, without affecting operating income, net income or cash flows.

Management expects one or more material weaknesses in internal control over financial reporting and ineffective disclosure controls for the affected periods. The Q3 2026 Form 10-Q is expected to miss its November 9, 2026 due date. Full-year 2026 guidance remains 12% to 19% organic revenue growth and 12% to 20% written-premium growth.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

2 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Moderate pointPreliminary Q3 revenue growth was approximately 17% at the range midpoint.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.Statements for 2023–2025 and interim periods through June 2026 should be restated.
  • Major point. Forward-looking: it has not happened yet and may not happen.Management expects one or more material weaknesses in internal control over financial reporting.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Q3 Form 10-Q expected to miss its November 9, 2026 due date.

Filing Explained

The release separately reports September 30 cash of $32.8 million, $26.0 million drawn on a $75.0 million credit line, and $322.3 million in notes payable; $144.6 million remained available under the share-repurchase authorization, a capacity figure rather than a report of completed repurchases.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance
Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Preliminary Q3 total revenue $108.8 million to $110.8 million Three months ended September 30, 2026; approximately 17% growth at the range midpoint versus the prior-year period
Core Revenue $94.7 million Third quarter 2026; up 13% from $83.9 million in the prior-year period
Total written premiums $1.31 billion Third quarter 2026; up 11% over the prior-year period
Expected employee compensation and benefits decrease and operating-income increase Approximately 0.5% to 5.5% of employee compensation and benefits FY2025 and interim periods ended March 31 and June 30, 2026
FY2025 revenue and general and administrative expense reclassification Approximately $11 million to $16 million each Expected equivalent increases for the year ended December 31, 2025
Six-month 2026 revenue and general and administrative expense reclassification Approximately $5.5 million to $8.5 million each Expected equivalent increases for the six months ended June 30, 2026
Full-year organic revenue growth guidance 12% to 19% Full-year 2026 guidance reaffirmed
Full-year written-premium growth guidance 12% to 20% Full-year 2026 guidance reaffirmed
Core Revenue financial
"Core Revenue is a non-GAAP measure"
Revenue from a company’s regular, ongoing business activities after stripping out one-time items, unusual gains or losses, and revenue from unrelated side businesses. Like a shopkeeper counting only the money from everyday sales rather than a one-off auction or a temporary rental, core revenue shows the steady income that is most likely to continue and helps investors judge the company’s underlying sales health and future earnings power.
Non-Reliance Periods financial
"the “Non-Reliance Periods”"
Accounting Standards Codification Topic 340-40 technical
"Accounting Standards Codification Topic 340-40, Other Assets and Deferred Costs"
ASC 606 technical
"Revenue from Contracts with Customers (“ASC 606”)"
A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.
material weaknesses financial
"expects to report one or more material weaknesses"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
Total revenue $108.8 million to $110.8 million Approximately 17% growth at the range midpoint versus the prior-year period
Core Revenue $94.7 million Up 13% from $83.9 million in the prior-year period
Total written premiums $1.31 billion Up 11% over the prior-year period
Policies in force Approximately 2.1 million Up 14% from the prior-year period
Guidance

For full-year 2026, total revenues are expected to grow organically between 12% and 19%; total written premiums are expected to grow between 12% and 20%.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was GSHD's preliminary Q3 2026 revenue?

Goosehead estimated third-quarter 2026 total revenue at $108.8 million to $110.8 million, representing approximately 17% growth at the range midpoint versus the prior-year period. The figures are preliminary, unaudited estimates prepared before completion of the restatement and financial-statement close process.

What changes are expected from Goosehead's franchise-fee restatement?

The correction reclassifies technology-related fees and fees for franchisees’ participation in the E&O insurance program from reductions of general and administrative expenses to franchise revenue. It changes presentation, not recognition timing, and has no effect on operating income, net income or cash flows for the affected periods.

Will GSHD file its third-quarter 2026 report on time?

Goosehead does not expect to file its Q3 2026 Form 10-Q by the November 9, 2026 due date. It intends to file the report as soon as practicable following completion of the restatement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FALSE000172697800017269782026-11-062026-11-06

______________________________________________________________________________________________________
  UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 _____________________________________________________________________________________________________
FORM 8-K
______________________________________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 6, 2026
______________________________________________________________________________________________________
Goosehead Insurance, Inc.
(Exact Name of Registrant as Specified in Charter)
 ______________________________________________________________________________________________________
Delaware
001-38466
82-3886022
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1500 Solana Boulevard, Ste. 4500
Westlake, Texas 76262    
(Address of Principal Executive Offices, and Zip Code)

214-838-5500
Registrant’s Telephone Number, Including Area Code

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐






Item 2.02 Results of Operations and Financial Condition.

On November 9, 2026, Goosehead Insurance, Inc (the “Company”) issued a press release that includes certain preliminary, unaudited information regarding the Company’s performance for the three and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Preliminary Nature of Results. The financial results for the three and nine months ended September 30, 2026, furnished with this Current Report on Form 8-K are preliminary, have not been reviewed or audited by the Company’s independent registered public accounting firm, are based on the Company’s estimates, and were prepared prior to the completion of the Company’s financial statement close process or the Restatement (as defined below). Accordingly, our actual results and the impact of the Restatement may differ from the preliminary financial information presented herein, and any such differences could be material. The preliminary financial information is subject to, among other things, the completion of the Restatement described in Item 4.02 below and the Company’s financial statement close and review procedures for the three and nine months ended September 30, 2026, and should not be viewed as a substitute for full interim financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP").

The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 6, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company (the “Board”), after discussion with management of the Company, concurred with management's conclusion that the following previously issued financial statements should no longer be relied upon and should be restated (the "Restatement"): (i) the audited consolidated financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 (the “Annual Periods”), included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026; and (ii) the unaudited condensed consolidated financial statements as of and for the quarterly and year-to-date periods ended September 30, June 30 and March 31 of each of 2025, 2024 and 2023, and June 30 and March 31, 2026, included in the Company’s Quarterly Reports on Form 10-Q for those periods (the “Interim Periods” and, together with the Annual Periods, the “Non-Reliance Periods”). Similarly, any previously issued or filed reports, earnings releases, press releases, investor presentations or other communications describing the Company’s financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon. The Audit Committee, along with management, discussed with Deloitte & Touche LLP (the "Independent Auditors"), the Company’s independent registered public accounting firm, the matters disclosed in this filing pursuant to this Item 4.02.

In response to a comment letter received from the SEC as part of its standard review of our annual filings, management determined that its historical accounting for certain costs to obtain customer contracts did not conform to GAAP. Concurrently with this evaluation, management initiated a comprehensive review of its broader accounting policies. Through this process, management identified an additional departure from GAAP in the presentation of certain fees charged to franchisees, consisting of technology-related fees and fees for participation in the Company's errors and omissions ("E&O") insurance program.

During the Non-Reliance Periods, certain qualifying commissions paid to obtain customer contracts were expensed within employee compensation and benefits rather than deferred and amortized over the period of expected benefit. Although the Company believes its historical approach reflects the underlying economics of its business, that historic methodology does not comply with Accounting Standards Codification Topic 340-40, Other Assets and Deferred Costs—Contracts with Customers. The Company preliminarily expects employee compensation and benefits to decrease and income from operations to increase by approximately 0.5% to 5.5% of employee compensation and benefits for each of the full year ended December 31, 2025 and the interim periods ended June 30, 2026 and March 31, 2026, with related effects on tax expense and other assets.

During the Non-Reliance Periods, certain fees charged to franchisees, consisting of technology-related fees and fees for participation in the Company's E&O insurance program, were recorded as a reduction of general and administrative expenses rather than recognized as franchise revenues in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Correcting this departure from GAAP results in a reclassification that increases both franchise revenues and general and administrative expenses by equal amounts. This correction relates to presentation of these amounts, not the timing of their recognition, and had no effect on operating income, net income or cash flows for the Non-



Reliance Periods. Technology-related fee revenues are recognized monthly over the terms of the respective franchise agreements and E&O insurance program fee revenue is recognized over the applicable insurance coverage period. The Company preliminarily expects both total revenue and general and administrative expenses to increase by equivalent amounts in the ranges of approximately $11 million to $16 million for the year ended December 31, 2025 and approximately $5.5 million to $8.5 million for the six months ended June 30, 2026.

The Restatement is not expected to impact the Company’s cash or cash equivalents or total cash flows from operating, investing, or financing activities for any of the Non-Reliance Periods.

The Company intends to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K/A”) to restate the financial statements for the Annual Periods, including the comparative financial information for 2024 and 2023, and for the quarterly and year-to-date periods ended September 30, June 30 and March 31 of 2025 and 2024. It also intends to file amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2026 and March 31, 2026 to restate the affected interim financial statements. The Company intends to file these amendments as soon as practicable.

Management is assessing the effect of the Restatement on the Company’s internal control over financial reporting and its disclosure controls and procedures. The Company expects to report one or more material weaknesses in its internal control over financial reporting and to conclude that its disclosure controls and procedures were not effective as of the end of each of the Non-Reliance Periods.

Delayed Filing of Quarterly Report. As a result of the additional time needed to complete the Restatement, the Company does not expect to file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026 (the “Q3 2026 Form 10-Q”) by the prescribed due date of November 9, 2026. The Company intends to file the Q3 2026 Form 10-Q as soon as practicable following the completion of the Restatement.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, without limitation, statements regarding the Company’s preliminary financial results for the three and nine months ended September 30, 2026, the scope, timing and expected impact of the Restatement, the expected impact on the Company’s third quarter 2026 results, the Company’s assessment of its internal control over financial reporting and disclosure controls and procedures, the anticipated timing of the filing of any periodic reports or amendments thereto, and the timing of the Company’s full earnings release. Words such as “expect,” “anticipate,” “intend,” “estimate,” “believe,” “will,” “may” and similar expressions are intended to identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including, among others: the completion of the Company’s financial statement close process and the review of its results; the discovery of additional information relevant to the Restatement; the time required to complete the Restatement and related filings; the Company’s expectations regarding materiality or significance and the restatement’s quantitative effects; any delay in the filing of required periodic reports and the consequences thereof; the identification of material weaknesses and the effectiveness of remediation; potential litigation, regulatory inquiries or proceedings; and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the SEC. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to update them, except as required by law.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Description
99.1
Press release issued on November 9, 2026
104Cover Page Interactive Data File (Formatted as Inline XBRL)




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOOSEHEAD INSURANCE, INC.
Date: November 9, 2026
By:
/s/ John Martin
John Martin
Chief Financial Officer



GOOSEHEAD INSURANCE, INC. RELEASES PRELIMINARY THIRD QUARTER 2026 RESULTS

WESTLAKE, TEXAS – November 9, 2026 - Goosehead Insurance, Inc. (“Goosehead” or the “Company”) (NASDAQ: GSHD), a rapidly growing independent personal lines insurance agency, today announced preliminary results for the third quarter ended September 30, 2026, and reaffirmed its full year 2026 guidance. The Company also announced that it will be delaying its full earnings release and restating certain prior period financial statements to correct departures from GAAP related to those periods. See the “Restatement of Financial Results” section below for additional information.

“We delivered strong third quarter results, with total revenue up approximately 17%, and core revenue1 up 13%," said Mark Miller, Chief Executive Officer. "Years of investment in our agents, service organization and proprietary technology have created a platform that pairs personal guidance with digital convenience and broad product choice. These capabilities are strengthening client relationships, expanding the ways we reach and serve clients, and positioning Goosehead to capture the substantial growth opportunity ahead.”

Preliminary Third Quarter 2026 Results*
•Total Revenues grew approximately 17% in the third quarter of 2026 over the prior year period, at the mid-point of the range, based on preliminary estimates of the impact of the restatement*
•Third quarter Core Revenue1 of $94.7 million increased 13% over the prior-year period
•Total written premiums placed for the third quarter increased 11% over the prior-year period to $1.31 billion
•Policies in force grew 14% from the prior-year period to approximately 2.1 million
•Corporate agent headcount of 568 increased 9% compared to the prior-year period
•Total franchise producers of 2,272 increased 7% from the prior-year period

For the third quarter of 2026, total revenues are estimated to be between $108.8 million and $110.8 million, an increase of approximately 17% at the mid-point of the range, compared to an estimated $92.9 million to $94.9 million in the corresponding period in 2025, based on preliminary estimates of the impact of the restatement. Core Revenue, a non-GAAP measure which excludes contingent commissions, initial franchise fees, interest income, franchise operating fees, and other franchise revenues, was $94.7 million, a 13% increase from $83.9
1


million in the prior-year period. Core Revenue is the most reliable revenue stream for the Company, consisting of New Business Commissions, Agency Fees, New Business Royalty Fees, Renewal Commissions, and Renewal Royalty Fees. Core Revenue growth was driven by continued improvement in Client Retention and strong new business generation, driven by growth in total producers and improved franchise productivity. The Company grew total written premiums, which we consider to be the leading indicator of future revenue growth, by 11% in the third quarter compared to the corresponding period in the prior year. As of September 30, 2026, the Company had cash and cash equivalents of $32.8 million. We have a line of credit of $75.0 million, of which $26.0 million was drawn as of September 30, 2026. Total outstanding notes payable was $322.3 million as of September 30, 2026. As of September 30, 2026, $144.6 million remained available under the share repurchase authorization.

*See “Preliminary Nature of Results”
1Core Revenue is a non-GAAP measure. Reconciliation of Core Revenue to total revenues, the most directly comparable financial measure presented in accordance with GAAP, is set forth in the reconciliation table accompanying this release.

2


Preliminary revenue for the three and nine months ended September 30, 2026 and 2025 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Revenues:
Core Revenue:
Renewal Commissions(1)
$19,887 $19,671 $59,083 $59,742 
Renewal Royalty Fees(2)
53,420 45,687 149,522 128,312 
New Business Commissions(1)
9,127 7,526 26,192 20,840 
New Business Royalty Fees(2)
9,371 8,275 26,653 23,024 
Agency Fees(1)
2,864 2,715 8,332 7,861 
Total Core Revenue94,669 83,874 269,782 239,779 
Cost Recovery Revenue:
Initial Franchise Fees(2)
1,220 1,380 4,189 3,969 
Franchise Operating Fees(2)(3)
2,500-4,500
2,500-4,500
8,000-13,000
8,000-13,000
Interest Income80 162 292 530 
Total Cost Recovery Revenue
3,800-5,800
4,042-6,042
12,481-17,481
12,499-17,499
Ancillary Revenue:
Contingent Commissions(1)
9,993 4,542 36,404 13,510 
Other Franchise Revenues(2)
356 477 2,117 2,258 
Total Ancillary Revenue10,349 5,019 38,521 15,768 
Total Revenues
108,818 - 110,818
92,935 - 94,935
320,784 - 325,784
268,046 - 273,046
(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees"
(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, Franchise Operating Fees, and Other Franchise Revenues are included in "Franchise revenues"
(3) Franchise Operating Fees includes ongoing technology-related fees and E&O insurance program fees paid by franchisees


Full Year 2026 Outlook

We are reaffirming guidance for the full year 2026 as follows:
•Total revenues are expected to grow organically between 12% and 19% considering the expected range of impact of the restatement as noted below
•Total written premiums are expected to grow between 12% and 20%.



3


Restatement of Financial Results

In response to a comment letter received from the SEC as part of its standard review of our annual filings, management determined that its historical accounting for certain costs to obtain customer contracts did not conform to GAAP. As reported in Item 4.02 of Company’s Current Report on Form 8-K filed on November 9, 2026, the Company concluded that the following previously issued financial statements should no longer be relied upon and should be restated (the "Restatement"): (i) the audited consolidated financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 (the “Annual Periods”), included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2026; and (ii) the unaudited condensed consolidated financial statements as of and for the quarterly and year-to-date periods ended September 30, June 30 and March 31 of each of 2025, 2024 and 2023, and June 30 and March 31, 2026, included in the Company’s Quarterly Reports on Form 10-Q for those periods (the “Interim Periods” and, together with the Annual Periods, the “Non-Reliance Periods”). Concurrently with this evaluation, management initiated a comprehensive review of our broader accounting policies. Through this process, management identified an additional departure from GAAP in the presentation of certain fees charged to franchisees, consisting of technology-related fees and fees for participation in the Company's errors and omissions ("E&O") insurance program.

During the Non-Reliance Periods, certain qualifying commissions paid to obtain customer contracts were expensed within employee compensation and benefits rather than capitalized and amortized over the period of expected benefit. While our historical accounting reflects the underlying economic realities of the business by expensing these costs as incurred, we have determined it does not conform to the FASB’s standards and must be restated. The Company preliminarily expects employee compensation and benefits to decrease and income from operations to increase by approximately 0.5% to 5.5% of employee compensation and benefits for each of the full year ended December 31, 2025 and the interim periods ended June 30, 2026 and March 31, 2026, with related effects on tax expense and other assets.

During the Non-Reliance Periods, certain fees charged to franchisees, consisting of technology-related fees and fees for participation in the Company's E&O insurance program, were recorded as a reduction of general and administrative expenses rather than recognized as franchise revenues in accordance with Accounting Standards Codification Topic 606, Revenue from
4


Contracts with Customers (“ASC 606”). Correcting this departure from GAAP results in a reclassification that increases both franchise revenues and general and administrative expenses by equal amounts in the same periods. This correction affects only the presentation of these amounts, not the timing of their recognition, and had no effect on operating income, net income or cash flows for the Non-Reliance Periods. We preliminarily expect both total revenue and general and administrative expenses to increase by equivalent amounts in the ranges of approximately $11 million to $16 million for the year ended December 31, 2025 and approximately $5.5 million to $8.5 million for the six months ended June 30, 2026.

The Company intends to file an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K/A”) to restate the financial statements for the Annual Periods, including the comparative financial information for 2024 and 2023, and for the quarterly and year-to-date periods ended September 30, June 30 and March 31 of 2025 and 2024. It also intends to file amendments to its Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2026 and March 31, 2026 to restate the affected interim financial statements. The Company intends to file these amendments as soon as practicable.

Conference Call Information
Goosehead will host a conference call and webcast today at 4:30 PM ET to discuss these select preliminary results for the quarter. To access the call by phone, participants should go to this link (registration link), and you will be provided with the dial in details. In addition, a live webcast of the conference call will also be available on Goosehead’s investor relations website at http://ir.gooseheadinsurance.com. A webcast replay of the call will be available at http://ir.gooseheadinsurance.com for one year following the call.

About Goosehead
Goosehead (NASDAQ: GSHD) is a rapidly growing and innovative independent personal lines insurance agency that distributes its products and services through corporate and franchise locations throughout the United States. Goosehead was founded on the premise that the consumer should be at the center of our universe and that everything we do should be directed at providing extraordinary value by offering broad product choice and a world-class service experience. Goosehead represents over 200 insurance companies that underwrite personal and commercial lines. For more information, please visit goosehead.com or goosehead.com/become-a-franchisee.
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Preliminary Nature of Results
The financial results for the three and nine months ended September 30, 2026 and 2025 included in this release are preliminary, have not been reviewed or audited by the Company’s independent registered public accounting firm, are based on the Company’s estimates, and were prepared prior to the completion of the Company’s financial statement close process or the Restatement. Accordingly, our actual results and the impact of the Restatement may differ from the preliminary financial information presented herein, and any such differences could be material. The preliminary financial information is subject to, among other things, the completion of the Restatement and the Company’s financial statement close and review procedures for the three and nine months ended September 30, 2026 and 2025, and should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP.

Forward-Looking Statements
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent Goosehead’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance, including the scope, timing and expected impact of the Restatement on historical results or on our outlook, the filings of any periodic reports or amendments thereto, Goosehead’s strategies or expectations, future earnings reports or updates, and the timing of any of the foregoing. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks, uncertainties, and other important factors that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.

Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, the completion of the Company’s financial statement close process and the review of its results; the discovery of additional information relevant to the Restatement; the time required to complete the Restatement and related filings; the Company’s expectations regarding materiality or significance and the Restatement’s quantitative effects; any delay in the filing of required
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periodic reports and the consequences thereof; potential litigation, regulatory inquiries or proceedings; conditions impacting insurance carriers or other parties with which Goosehead does business, the loss of one or more key executives or an inability to attract and retain qualified personnel and the failure to attract and retain highly qualified franchisees. These risks and uncertainties also include, but are not limited to, those described under the captions “Item 1A. Risk Factors” in Goosehead’s Annual Report on Form 10-K for the year ended December 31, 2025 and in Goosehead’s other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to Goosehead or to persons acting on behalf of Goosehead are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and Goosehead does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.

Contacts

Maddie Middleton
Goosehead Insurance - Senior Director of Investor Relations
Email: madeline.middleton@goosehead.com; IR@goosehead.com

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Goosehead Insurance, Inc.
Reconciliation of Non-GAAP Measures to GAAP
This release includes certain financial performance measures that are not required by, nor presented in accordance with, generally accepted accounting principles in the United States (“GAAP”). The Company refers to these measures as “non-GAAP financial measures.” The Company uses these non-GAAP financial measures when planning, monitoring and evaluating its performance and considers 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 the Company believes are not representative of its core business. The Company uses these non-GAAP financial measures for business planning purposes and in measuring its performance relative to that of its competitors.
These non-GAAP financial measures are defined by the Company as follows:
•"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.
•"Cost Recovery Revenue" is a supplemental measure of our performance and includes Initial Franchise Fees, Franchise Operating 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.
•"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.
While the Company believes that these non-GAAP financial measures are useful in evaluating its business, this information should be considered as supplemental in nature and is not meant as a substitute for revenues, net income, or earnings per share, in each case as recognized in accordance with GAAP. In addition, other companies, including companies in the Company’s



industry, may calculate such measures differently, which reduces their usefulness as comparative measures.
The following tables show a reconciliation from total revenues to Core Revenue, Cost Recovery Revenue, and Ancillary Revenue (non-GAAP basis) for the three and nine months ended September 30, 2026 and 2025 (in thousands), based on preliminary estimates of the impact of the restatement*:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Total Revenues
108,818 - 110,818
92,935 - 94,935
320,784 - 325,784
268,046 - 273,046
Core Revenue:
Renewal Commissions(1)
$19,887 $19,671 $59,083 $59,742 
Renewal Royalty Fees(2)
53,420 45,687 149,522 128,312 
New Business Commissions(1)
9,127 7,526 26,192 20,840 
New Business Royalty Fees(2)
9,371 8,275 26,653 23,024 
Agency Fees(1)
2,864 2,715 8,332 7,861 
Total Core Revenue94,669 83,874 269,782 239,779 
Cost Recovery Revenue:
Initial Franchise Fees(2)
1,220 1,380 4,189 3,969 
Franchise Operating Fees(2)(3)
2,500-4,5002,500-4,5008,000-13,0008,000-13,000
Interest Income80 162 292 530 
Total Cost Recovery Revenue
3,800-5,800
4,042-6,042
12,481-17,481
12,499-17,499
Ancillary Revenue:
Contingent Commissions(1)
9,993 4,542 36,404 13,510 
Other Franchise Revenues(2)
356 477 2,117 2,258 
Total Ancillary Revenue10,349 5,019 38,521 15,768 
Total Revenues
108,818 - 110,818
92,935 - 94,935
320,784 - 325,784
268,046 - 273,046
(1) Renewal Commissions, New Business Commissions, Agency Fees, and Contingent Commissions are included in "Commissions and agency fees"
(2) Renewal Royalty Fees, New Business Royalty Fees, Initial Franchise Fees, Franchise Operating Fees and Other Franchise Revenues are included in "Franchise revenues"
(3) Franchise Operating Fees includes ongoing technology-related fees and E&O insurance program fees paid by franchisees
*See “Preliminary Nature of Results”




Goosehead Insurance, Inc.
Key Performance Indicators

September 30, 2026December 31, 2025September 30, 2025
Corporate sales agents < 1 year tenured320 261 286 
Corporate sales agents > 1 year tenured248 228 237 
Operating franchises < 1 year tenured60 87 101 
Operating franchises > 1 year tenured810 922 967 
Franchise Producers < 1 Year740 545 574 
Franchise Producers > 1 Year1,532 1,568 1,550 
Total Franchise Producers2,272 2,113 2,124 
QTD Corporate Agent Productivity < 1 Year (1)
$12,686 $13,728 $13,565 
QTD Corporate Agent Productivity > 1 Year (1)
$27,116 $22,735 $26,201 
QTD Franchise Productivity < 1 Year (2)
$29,874 $16,101 $18,312 
QTD Franchise Productivity > 1 Year (2)
$48,942 $34,413 $36,755 
Policies in Force (in thousands)2,122 1,900 1,853 
Client Retention86 %85 %85 %
Premium Retention87 %90 %93 %
QTD Corporate Written Premium (in thousands)
$212,534 $193,848 $206,135 
QTD Franchise Written Premium (in thousands)
$1,094,774 $896,282 $975,690 
QTD Total Written Premium (in thousands)
$1,307,308 $1,090,130 $1,181,825 
Customer Satisfaction Score (CSAT) (3)
4.1 ——
(1) - Corporate Productivity is New Business Production per Agent (Corporate): 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.
(2) - Franchise Productivity is New Business Production per Agency: The gross commissions paid by Carriers and Agency Fees received related to policies in their first term sold by franchise sales agents, prior to paying Royalty Fees to the Company, divided by the average number of franchises for the same period.
(3) CSAT: Customer Satisfaction Score; the average of all client responses to a single survey question asking clients to rate their most recent interaction with us on a scale of 1 to 5, where 5 is most satisfied and 1 is least satisfied. The current period reflects all responses from October 1, 2025 through the end of the current period. It is presented on a trailing twelve-month basis beginning with the period ended September 30, 2026.

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