Form 8-K

8-K — Goosehead Insurance, Inc.

Accession: 0001726978-26-000039

Filed: 2026-04-22

Period: 2026-04-20

CIK: 0001726978

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — gshd-20260420.htm (Primary)

EX-99.1 (a20260331-earningsrelease1.htm)

EX-99.2 (a04222026additionalpressre.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gshd-20260420.htm · Sequence: 1

gshd-20260420

FALSE000172697800017269782026-04-202026-04-20

______________________________________________________________________________________________________

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): April 20, 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 April 22, 2026 Goosehead Insurance, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto 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”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2026, Goosehead Insurance, Inc. (the “Company”) announced that John Martin was appointed as the Company’s Chief Financial Officer (“CFO”) effective April 20, 2026.

Mr. Martin brings extensive experience in finance, capital markets, and strategic leadership. Since November 2021, he served as CFO of RugsUSA, a private equity-backed e-commerce platform, where he oversaw finance, strategy, corporate development, and capital markets. Mr. Martin joined RugsUSA as a director of financial planning and analysis in 2019 and was promoted to vice president of finance and strategy in May 2020. During his tenure, he played a key role in the company’s enterprise transformation initiatives. Mr. Martin has held public and private equity investment roles at Highbridge Capital Management and Providence Equity Partners after beginning his career in the Investment Banking Division at Morgan Stanley. Mr. Martin graduated summa cum laude from Duke University, where he earned a Bachelor of Science in Economics with High Distinction and was elected to Phi Beta Kappa.

In connection with his appointment as CFO of the Company, Mr. Martin will receive (i) an annual base salary of $400,000, (ii) an annual bonus opportunity of 50% of base salary and (iii) a grant of 40,000 stock options, with an exercise price that is at a 10% premium over the market price of the Company’s Class A common stock at market close on April 20, 2026, which will vest over a three-year period. In addition, Mr. Martin will receive relocation benefits.

There are no arrangements or understandings between Mr. Martin and any other person pursuant to which Mr. Martin was selected as CFO, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Martin has any direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Mr. Martin has also entered into the Company’s standard indemnification and restrictive covenant agreements for directors and executive officers.

In connection with Mr. Martin’s appointment as CFO and the Company’s succession planning, Mark Jones, Jr. was promoted to President and Chief Operating Officer (“COO”) of the Company and is no longer CFO of the Company effective April 20, 2026.

Mr. Jones, Jr. served as CFO of the Company since September 2022 and has served as COO of the Company since August 2025. Mr. Jones, Jr. joined the Company in 2016 as its controller and was promoted to vice president of finance in 2020. He was instrumental to the Company’s initial public offering in 2018 and was responsible for overseeing the Company’s SEC reporting, financial planning and analysis, and directly managing the Company’s finance team. Prior to joining the Company, Mr. Jones, Jr. worked in Ernst & Young’s Audit practice, primarily focused on financial service companies. He is a graduate of Texas A&M University with a bachelor’s degree in accounting and a master’s degree in finance and is a Certified Public Accountant.

In connection with his appointment as President of the Company, Mr. Jones, Jr.’s annual base salary will increase to $475,000 and his annual bonus opportunity will increase to 80% of his annual base salary. In addition, Mr. Jones, Jr. will receive a grant of 50,000 stock options, with an exercise price that is at a 10% premium over the market price of the Company’s Class A common stock at market close on April 20, 2026, which will vest over a three-year period.

There are no arrangements or understandings between Mr. Jones, Jr. and any other person pursuant to which Mr. Jones, Jr. was selected as President.

Mr. Jones, Jr. is the son of Mark E. Jones, the Company’s Co-Founder, Executive Chairman and director, and Robyn Jones, the Company’s Co-Founder, Vice Chairman and director. As disclosed in the Company’s proxy statement filed with the Securities and Exchange Commission on March 25, 2026, Mr. Jones, Jr. received compensation in the aggregate amount of $3,396,144

during our fiscal year ended December 31, 2025. Such compensation was previously ratified by the audit committee of the Company as a related person transaction.

In addition, effective April 20, 2026, Mark Miller, the Company’s Chief Executive Officer, ceased being President of the Company.

Item 8.01 Other Events.

On April 22, 2026, the Company issued a press release announcing the appointment of Mr. Martin as CFO of the Company and Mr. Jones, Jr.’s promotion to President and COO. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release issued by Goosehead Insurance, Inc. dated April 22, 2026 (furnished pursuant to Item 2.02)

99.2

Press Release issued by Goosehead Insurance, Inc. dated April 22, 2026

104 Cover Page Interactive Data File (Formatted as Inline XBRL)

Date: April 22, 2026

EXHIBIT INDEX

No.

Description

99.1

Press Release issued by Goosehead Insurance, Inc. on April 22, 2026

99.2

Press Release issued by Goosehead Insurance, Inc. on April 22, 2026

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.

By:

/s/ Mark K. Miller

Mark K. Miller

Chief Executive Officer

EX-99.1

Filename: a20260331-earningsrelease1.htm · Sequence: 2

Document

GOOSEHEAD INSURANCE, INC. ANNOUNCES FIRST QUARTER 2026 RESULTS

– Total Revenue Increased 23% and Core Revenue* Grew 15% over the Prior-Year Period –

–Total Written Premium increased 13% to $1.1 billion over the Prior-Year Period –

– Net Income of $8.0 million versus Net Income of $2.6 million a year ago –

– Adjusted EBITDA* up 57% over Prior-Year Period to $24.4 million –

– Repurchased $49.8 million of shares during the quarter at an average price of $50.54 –

WESTLAKE, TEXAS – April 22, 2026 - Goosehead Insurance, Inc. (“Goosehead” or the “Company”) (NASDAQ: GSHD), a rapidly growing independent personal lines insurance agency, today announced results for the first quarter ended March 31, 2026.

First Quarter 2026 Highlights

•Total Revenues grew 23% over the prior-year period to $93.1 million in the first quarter of 2026

•First quarter Core Revenues* of $79.5 million increased 15% over the prior-year period

•First quarter net income of $8.0 million increased from net income of $2.6 million a year ago.

•EPS of $0.20 per share increased 122% and Adjusted EPS* of $0.37 per share increased 45%, over the prior-year period

•Net income margin for the first quarter was 9%

•Adjusted EBITDA* of $24.4 million increased 57% from $15.5 million in the prior-year period

•Adjusted EBITDA Margin* increased 6 percentage points over the prior-year period to 26%

•Total written premiums placed for the first quarter increased 13% over the prior-year period to $1.1 billion

•Policies in force grew 14% from the prior-year period to approximately 1,973,000

•Corporate agent headcount of 482 increased 13% compared to the prior-year period

•Total franchise producers of 2,150 increased 3% from the prior-year period

*Core Revenue, Adjusted EPS, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP measures. Reconciliations of Core Revenue to total revenues, Adjusted EPS to basic earnings per share and Adjusted EBITDA to net income, the most directly comparable financial measures presented in accordance with GAAP, are set forth in the reconciliation table accompanying this release.

“This quarter we took another leap forward in building out our industry leading digital distribution platform. Our Digital Agent 2.0, which first launched with the capability of digitally binding multiple auto carriers in Texas, has now officially expanded to include multiple homeowners products.” said Mark Miller, CEO. “We believe it is a game changer that we have the first end-to-end digital insurance marketplace in the United States. We’ve also made significant progress in further deploying AI into our business in ways that generate real efficiency gains, which we are reinvesting back into further enhancing the client experience and driving long term sustainable growth. We look forward to executing our technology roadmap and delivering strong financial results in the quarters to come.”

First Quarter 2026 Results

For the first quarter of 2026, revenues were $93.1 million, an increase of 23% compared to the corresponding period in 2025. Core Revenues, a non-GAAP measure which excludes contingent commissions, initial franchise fees, interest income, and other franchise revenues, were $79.5 million, a 15% increase from $69.1 million in the prior-year period. Core Revenues are 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 primarily driven by an increase in policies in their renewal term, assisted by Client Retention of 85%, as well as more new policies written, driven by an increase in the number of Corporate and Franchise sales agents and growth in Franchise productivity. The Company grew total written premiums, which we consider to be the leading indicator of future revenue growth, by 13% in the first quarter compared to the corresponding period in prior year.

Total operating expenses for the first quarter of 2026 were $78.1 million, up from $69.0 million in the prior-year period. Total operating expenses, excluding equity-based compensation, depreciation and amortization, impairment and other gains and losses* for the first quarter of 2026 were $68.7 million, up 14% from $60.1 million in the prior-year period. Employee compensation and benefits increased to $50.5 million from $48.3 million in the prior-year period. Employee compensation and benefits, excluding equity-based compensation* increased to $44.3 million from $42.1 million in the prior-year period. The increases were primarily due to investments in corporate producers and technology functions. Equity-based compensation remained flat at $6.2 million for the period, compared to $6.2 million in the prior-year period. General and administrative expenses increased to $24.0 million from $17.6 million in the prior-year period. General and administrative expenses, excluding impairment and other gains and

losses*, increased to $24.0 million from $17.6 million primarily due to investments in technology, including AI technologies, and professional services to drive growth and continue to improve the client experience. Bad debt expense of $0.4 million remained flat compared to the prior-year period.

Net income in the first quarter of 2026 was $8.0 million versus net income of $2.6 million in the prior-year period. Earnings per share and Net Income Margin for the first quarter of 2026 were $0.20 and 9%, respectively. Adjusted EPS for the first quarter of 2026, which excludes equity-based compensation, impairment expense, and other gains and losses, was $0.37 per share. Total Adjusted EBITDA was $24.4 million for the first quarter of 2026 compared to $15.5 million in the prior-year period. Adjusted EBITDA Margin of 26% increased 6 percentage points in the quarter.

*Total operating expenses, excluding equity-based compensation, depreciation and amortization, impairment and other gains and losses; Employee compensation and benefits, excluding equity-based compensation; and General and administrative expenses, excluding impairment and other gains and losses are non- GAAP measures. For the definition and reconciliation of each non-GAAP measure, see “Reconciliation of Non-GAAP Measures to GAAP” below.

Liquidity and Capital Resources

As of March 31, 2026, the Company had cash and cash equivalents of $25.7 million. We have a line of credit of $75.0 million, of which $26.0 million was drawn as of March 31, 2026. Total outstanding term note payable balance was $297.8 million as of March 31, 2026. During the quarter ended March 31, 2026, the Company repurchased and retired 985 thousand shares at an average share price of $50.54. As of March 31, 2026, $148.5 million remained available under the share repurchase authorization.

2026 Outlook

Our guidance for the full year 2026 is as follows:

•Total revenues are expected to grow organically between 10% and 19%.

•Total written premiums are expected grow between 12% and 20%.

Conference Call Information

Goosehead will host a conference call and webcast today at 4:30 PM ET to discuss these results.

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.

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 or Goosehead’s strategies or expectations. 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 and uncertainties 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, 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 “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 Securities Exchange Commission'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

Investor Contacts:

Maddie Middleton

Goosehead Insurance - Senior Director of Investor Relations

Phone: (972) 800-1993

Email: madeline.middleton@goosehead.com; IR@goosehead.com;

PR Contact:

Mission North for Goosehead Insurance

Email: goosehead@missionnorth.com; PR@goosehead.com

Goosehead Insurance, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

2026 2025

Revenues:

Commissions and agency fees $ 38,685 $ 29,423

Franchise revenues 54,274 45,971

Interest income 117 189

Total revenues 93,076 75,583

Operating Expenses:

Employee compensation and benefits 50,527 48,334

General and administrative expenses 23,969 17,559

Bad debts 373 406

Depreciation and amortization 3,212 2,670

Total operating expenses 78,081 68,969

Income from operations 14,995 6,614

Other Income:

Interest expense (5,472) (5,823)

Other income 267 168

Income before taxes 9,790 959

Tax expense (benefit) 1,745 (1,687)

Net Income 8,045 2,646

Less: net income attributable to noncontrolling interests 3,156 304

Net Income attributable to Goosehead Insurance, Inc. $ 4,889 $ 2,342

Earnings per share:

Basic $ 0.20 $ 0.09

Diluted $ 0.19 $ 0.09

Weighted average shares of Class A common stock outstanding:

Basic 24,269 24,791

Diluted 36,640 25,943

Goosehead Insurance, Inc.

Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

2026 2025

Revenues:

Core Revenue:

Renewal Commissions(1)

$ 18,162 $ 16,952

Renewal Royalty Fees(2)

43,594 37,244

New Business Commissions(1)

7,452 5,755

New Business Royalty Fees(2)

7,886 6,929

Agency Fees(1)

2,385 2,240

Total Core Revenue 79,479 69,120

Cost Recovery Revenue:

Initial Franchise Fees(2)

1,609 1,342

Interest Income 117 189

Total Cost Recovery Revenue 1,726 1,531

Ancillary Revenue:

Contingent Commissions(1)

10,686 4,476

Other Franchise Revenues(2)

1,185 456

Total Ancillary Revenue 11,871 4,932

Total Revenues 93,076 75,583

Operating Expenses:

Employee compensation and benefits, excluding equity-based compensation 44,310 42,098

General and administrative expenses, excluding impairment 23,969 17,559

Bad debts 373 406

Total 68,652 60,063

Adjusted EBITDA 24,424 15,520

Adjusted EBITDA Margin 26 % 21 %

Interest expense (5,472) (5,823)

Depreciation and amortization (3,212) (2,670)

Tax (expense) benefit (1,745) 1,687

Equity-based compensation (6,217) (6,236)

Impairment and other gains and losses — —

Other income

267 168

Net Income $ 8,045 $ 2,646

Net Income Margin 9 % 4 %

(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 within Goosehead’s Form 10-Q for the three months ended March 31, 2026 and 2025.

(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 within Goosehead’s Form 10-Q for the three months ended March 31, 2026 and 2025.

Goosehead Insurance, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except par value amounts)

March 31, December 31,

2026 2025

Assets

Current Assets:

Cash and cash equivalents $ 25,652 $ 34,390

Restricted cash 3,436 3,547

Commissions and agency fees receivable, net 15,785 36,613

Receivable from franchisees, net 14,554 11,141

Prepaid expenses 13,863 7,552

Total current assets 73,290 93,243

Receivable from franchisees, net of current portion 1,822 2,936

Property and equipment, net of accumulated depreciation 22,493 21,549

Right-of-use asset 32,689 34,087

Intangible assets, net of accumulated amortization 44,061 39,700

Deferred income taxes, net 211,442 216,371

Other assets 7,016 6,978

Total assets $ 392,813 $ 414,864

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable and accrued expenses $ 31,002 $ 33,629

Premiums payable 3,436 3,547

Lease liability 9,039 8,666

Contract liabilities 2,931 3,241

Note payable 2,993 2,993

Liabilities under tax receivable agreement

6,237 6,237

Total current liabilities 55,638 58,313

Lease liability, net of current portion 48,784 51,168

Note payable, net of current portion 314,917 289,461

Contract liabilities, net of current portion 11,974 13,025

Liabilities under tax receivable agreement, net of current portion 165,685 165,685

Total liabilities 596,998 577,652

Class A common stock, $0.01 par value per share - 300,000 shares authorized, 23,671 shares issued and outstanding as of March 31, 2026, 24,653 shares issued and outstanding as of December 31, 2025

237 247

Class B common stock, $0.01 par value per share - 50,000 shares authorized, 11,935 issued and outstanding as of March 31, 2026, 11,935 shares issued and outstanding as of December 31, 2025

119 119

Additional paid in capital 6,839 37,486

Accumulated deficit (128,467) (133,356)

Total stockholders' equity (121,272) (95,504)

Non-controlling interests (82,913) (67,284)

Total equity (204,185) (162,788)

Total liabilities and equity $ 392,813 $ 414,864

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 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.

•"Adjusted EBITDA" is a supplemental measure of the Company's 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 Margin" is Adjusted EBITDA as defined above, divided by total revenue. Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.

•"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 and our investors because it eliminates the impact of items that do not relate to business performance and helps measure our profitability on a consolidated level.

•“Total operating expenses, excluding equity-based compensation, depreciation and amortization, and impairment expenses” is defined as total operating expenses (the most directly comparable GAAP measure) before equity-based compensation, depreciation and amortization, and impairment expenses. This measure is useful to management and our investors as it eliminates the impact of certain non-cash charges.

•“Employee compensation and benefits, excluding equity-based compensation” is defined as Employee compensation and benefits (the most directly comparable GAAP measure) before equity-based compensation. This measure is useful to management and our investors as it eliminates the impact of certain non-cash compensation charges.

•“General and administrative expenses, excluding impairment” is defined as general and administrative expenses (the most directly comparable GAAP measure) before impairment expense. This measure is useful to management and our investors as it eliminates the impact of certain non-cash charges.

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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

March 31,

2026 2025

Total Revenues $ 93,076 $ 75,583

Core Revenue:

Renewal Commissions(1)

$ 18,162 $ 16,952

Renewal Royalty Fees(2)

43,594 37,244

New Business Commissions(1)

7,452 5,755

New Business Royalty Fees(2)

7,886 6,929

Agency Fees(1)

2,385 2,240

Total Core Revenue 79,479 69,120

Cost Recovery Revenue:

Initial Franchise Fees(2)

1,609 1,342

Interest Income 117 189

Total Cost Recovery Revenue 1,726 1,531

Ancillary Revenue:

Contingent Commissions(1)

10,686 4,476

Other Franchise Revenues(2)

1,185 456

Total Ancillary Revenue 11,871 4,932

Total Revenues $ 93,076 $ 75,583

The following tables show a reconciliation from net income to Adjusted EBITDA and Adjusted EBITDA Margin (non-GAAP basis) for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

March 31,

2026 2025

Net Income $ 8,045 $ 2,646

Interest expense 5,472 5,823

Depreciation and amortization 3,212 2,670

Tax expense (benefit) 1,745 (1,687)

Equity-based compensation 6,217 6,236

Impairment and other gains and losses — —

Other income

(267) (168)

Adjusted EBITDA $ 24,424 $ 15,520

Net Income Margin(1)

9 % 4 %

Adjusted EBITDA Margin(2)

26 % 21 %

(1) Net Income Margin is calculated as Net Income divided by Total Revenue: ($8,045/$93,076) and ($2,646/$75,583) for the three months ended March 31, 2026 and 2025, respectively.

(2) Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by Total Revenue: ($24,424/$93,076), and ($15,520/$75,583) for the three months ended March 31, 2026 and 2025, respectively.

The following tables show a reconciliation from basic earnings per share to Adjusted EPS (non-GAAP basis) for the three months ended March 31, 2026 and 2025. Note that totals may not sum due to rounding:

Three Months Ended

March 31,

2026 2025

Earnings per share - basic (GAAP) $ 0.20 $ 0.09

Add: equity-based compensation(1)

0.17 0.17

Adjusted EPS (non-GAAP) $ 0.37 $ 0.26

(1) Calculated as equity-based compensation divided by sum of weighted average Class A and Class B shares: [$6.2 million/(24.3 million + 11.9 million)] for the three months ended March 31, 2026, [$6.2 million/ (24.8 million + 12.6 million)] for the three months ended March 31, 2025.

Goosehead Insurance, Inc.

Key Performance Indicators

March 31, 2026 December 31, 2025 March 31, 2025

Corporate sales agents < 1 year tenured 275 261 254

Corporate sales agents > 1 year tenured 207 228 172

Operating franchises < 1 year tenured 77 87 100

Operating franchises > 1 year tenured 879 922 998

Franchise Producers < 1 Year 625 545 520

Franchise Producers > 1 Year 1,525 1,568 1,577

Total Franchise Producers 2,150 2,113 2,097

QTD Corporate Agent Productivity < 1 Year (1)

$ 16,577 $ 13,728 $ 14,960

QTD Corporate Agent Productivity > 1 Year (1)

$ 25,284 $ 22,735 $ 27,793

QTD Franchise Productivity < 1 Year (2)

$ 19,023 $ 17,861 $ 13,904

QTD Franchise Productivity > 1 Year (2)

$ 37,443 $ 29,089 $ 30,551

Policies in Force 1,973,000 1,900,429 1,729,000

Client Retention 85 % 85 % 84 %

Premium Retention 89 % 90 % 98 %

QTD Written Premium (in thousands) $ 1,133,953 $ 1,090,130 $ 1,000,231

Net Promoter Score ("NPS") 72 77 87

(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.

EX-99.2

Filename: a04222026additionalpressre.htm · Sequence: 3

Document

Goosehead Insurance, Inc. Appoints John Martin as Chief Financial Officer and Promotes Mark Jones, Jr. to President and Chief Operating Officer.

WESTLAKE, Texas — April 22, 2026 (GLOBE NEWSWIRE) — Goosehead Insurance, Inc. (“Goosehead” or the “Company”) (NASDAQ: GSHD) today announced the appointment of John Martin as Chief Financial Officer, effective immediately, and the promotion of Mark Jones, Jr. to President and Chief Operating Officer.

Mr. Martin brings extensive experience in finance, capital markets, and strategic leadership. He most recently served as Chief Financial Officer at a private equity-backed e-commerce platform where he oversaw finance, strategy, corporate development, and capital markets. During his tenure, he played a key role in the company’s enterprise transformation initiatives.

Mr. Martin has held public and private equity investment roles at Highbridge Capital Management and Providence Equity Partners after beginning his career in the Investment Banking Division at Morgan Stanley.

Mr. Martin graduated summa cum laude from Duke University, where he earned a Bachelor of Science in Economics with High Distinction and was elected to Phi Beta Kappa.

“John brings strong financial and strategic experience across operating companies, capital markets and e-commerce platforms,” said Mark Jones, Jr., President and Chief Operating Officer of Goosehead. “We are excited to welcome John to Goosehead and believe he will be a strong addition to our leadership team.”

“I am honored to join Goosehead at such an exciting time for the business. The company has built a differentiated platform and there is strong momentum underway. I look forward to working alongside the talented leadership team to continue scaling the organization and driving long-term growth” said Mr. Martin.

In connection with Mr. Martin’s appointment and Goosehead’s succession planning, Mark Jones, Jr. has been promoted to President and Chief Operating Officer. In this role, Mr. Jones will further expand his operational leadership and drive the company’s go-to-market strategy. Mr. Jones will continue reporting to Mark Miller as Chief Executive Officer.

“Mark has been instrumental in building the foundation of our business, and I look forward to working closely with him as he focuses on operational execution and continuing to drive the company forward,” said Mark Miller, Chief Executive Officer.

About Goosehead

Contacts

Investor Contacts:

Maddie Middleton

Goosehead Insurance - Senior Director of Investor Relations

Phone: (972) 800-1993

Email: madeline.middleton@goosehead.com; IR@goosehead.com;

PR Contact:

Mission North for Goosehead Insurance

Email: goosehead@missionnorth.com; PR@goosehead.com

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