[144] REAL BROKERAGE INC SEC Filing

Rhea-AI Filing Summary

EHTH Q2-25 (10-Q) snapshot

• Revenue: Q2 $60.8 m (-8% YoY); 1H $173.9 m (+10%). Medicare remains the core driver: 83% of commission revenue, aided by $19.1 m favorable prior-period adjustments.
• Profitability: Q2 operating loss trimmed to $23.0 m from $28.0 m; net loss to common holders narrowed 24% to $29.8 m (-$0.98 EPS). 1H net loss down 40% to $39.8 m as every expense line declined, cutting total opex 11%.
• Cash & liquidity: Positive operating cash flow $35.9 m; cash & equivalents up to $65.9 m vs $39.2 m YE-24. Long-term debt reclassified to $69.1 m short-term; company remains in breach of asset-coverage and liquidity covenants linked to H.I.G.’s $225 m Series A preferred.
• Balance sheet: Equity fell to $554.9 m (-6% YTD) after $23.5 m in preferred dividends/accretion; contract assets down 8% to $917 m as collections outpaced new deferrals.
• Operating trends: Marketing spend -20% YoY; tech & content -13%. Small-business renewals stable, but individual/family and Part D produced negative revenue due to retro adjustments.
• Key risks: Ongoing losses, covenant non-compliance granting H.I.G. extra governance rights, 58% receivable concentration with Humana & UnitedHealthcare, and a False Claims Act suit filed 1 May 25.

Positive

• Operating loss narrowed 24% YoY in Q2 and 60% for 1H, reflecting expense discipline.
• Positive operating cash flow of $35.9 m boosted cash to $65.9 m, improving near-term liquidity.
• Medicare segment growth (+18% 1H) underscores franchise strength and recurring revenue visibility.
• Cost reductions in marketing (-20%) and tech/content (-13%) signal improved operating leverage.

Negative

• Continued net losses and negative EPS (-$0.98) underline an unproven path to profitability.
• Covenant breaches on asset-coverage and liquidity give H.I.G. enhanced control and could restrict strategy.
• Heavy preferred burden: $23.5 m YTD dividends/accretion dilute common equity and raise redemption risk in 2027.
• Regulatory/legal overhang from a May 2025 False Claims Act suit and high carrier concentration increase risk.

Insights

Financial Analyst

TL;DR: Improved losses and cash, but covenant breaches, litigation and rising preferred burden keep outlook cautious.

eHealth’s cost-control program is working: 1H operating loss fell 60% and positive cash flow lifted liquidity to $66 m. Yet the firm still posts negative EPS, carries $69 m of soon-maturing debt and faces tight covenants attached to the 8% Series A preferred. Non-compliance hands H.I.G. board influence and limits strategic flexibility. Preferred accretion/ dividends exceeded $23 m YTD—larger than the operating loss—so common shareholders continue to be diluted economically. While Medicare revenue grew on favorable true-ups, core Q2 top-line slipped and certain categories (Part D, ACA plans) were negative, hinting at retention pressure. Net/net the filing is modestly negative for equity holders and neutral for credit; watch cash, covenant cures and litigation developments.

Regulatory Risk Specialist

TL;DR: Litigation and compliance gaps add material downside despite operational progress.

The newly disclosed False Claims Act complaint, combined with concentration risk (Humana, UnitedHealthcare, Aetna 75% of receivables) and recurring covenant breaches, raise the regulatory and financing risk profile. Failure to regain the asset-coverage and liquidity thresholds could trigger further H.I.G. oversight or stricter financing terms. Management cites cybersecurity, AI deployment, and Chinese operations as additional exposures. Investors should discount for potential fines, mandated operational changes and refinancing costs.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	104800	430728.00	202499045	08/07/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	08/07/2025	Exercise of Stock Options	Issuer			104800	08/07/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	07/01/2025	20200	91156.54
10b5-1 Sales for TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/27/2025	62500	283231.25
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/23/2025	140000	561162.00
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/18/2025	124377	499808.97
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/17/2025	6039	24121.58
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/12/2025	6626	27998.83
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/11/2025	50353	215838.13
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	06/09/2025	250000	1027500.00
TAMIR POLEG 701 Brickell Avenue, 17th Floor Miami FL 33131	Common	05/23/2025	250000	1080000.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How did eHealth (EHTH) revenue perform in Q2 2025?

Total revenue fell 8% YoY to $60.8 million, mainly due to lower Individual & Family and Part D contributions.

Is eHealth profitable in 2025?

No. Q2 net loss to common stockholders was $29.8 million (-$0.98 EPS); 1H loss was $39.8 million.

What is eHealth’s cash position after Q2 2025?

Cash and cash equivalents increased to $65.9 million, supported by $35.9 million operating cash flow.

Why is H.I.G.’s Series A preferred significant?

The 8% preferred carries covenant tests; breaches grant H.I.G. board rights and the redemption value reached $359 million.

What litigation risks does EHTH face?

A False Claims Act complaint filed 1 May 2025 could lead to fines and operational constraints if adverse.