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Goosehead Insurance, Inc. (“GSHD”) is the sole managing member of Goosehead Financial, LLC (“GF”) and has the sole voting power and control of management of GF. Accordingly, GSHD consolidates the financial results of GF and reports a noncontrolling interest in GSHD’s condensed consolidated financial statements.

GF was organized on January 1, 2016 as a Delaware Limited Liability Company and is headquartered in Westlake, TX.

GSHD (collectively with its consolidated subsidiaries, the “Company”) provides personal and commercial property and casualty insurance brokerage services for its clients through a network of corporate-owned agencies and franchise units across the nation.

The Company had 17 and 14 corporate-owned locations in operation at June 30, 2026 and 2025, respectively. Franchisees are provided access to Carrier Appointments, product training, technology infrastructure, client service centers and back office services. During the three months ended June 30, 2026 and 2025, the Company onboarded 10 and 16 franchise locations, respectively, and had 898 and 1,075 operating franchises as of June 30, 2026 and 2025, respectively. No franchises were purchased during the three and six months ended June 30, 2026 and 2025.

All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all of the annual disclosures required by accounting principles generally accepted in the United States of America ("GAAP"). However, in the opinion of management, these statements include all adjustments, consisting of normal recurring adjustments, which are necessary for a fair presentation of the condensed consolidated balance sheets at June 30, 2026 and December 31, 2025, the condensed consolidated statements of operations and stockholders' equity for the three and six months ended June 30, 2026 and 2025, and cash flows for the six months ended June 30, 2026 and 2025. The interim period condensed consolidated financial statements should be read in conjunction with the consolidated financial statements that are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results that can be expected for the entire year. The Company experiences seasonal fluctuations of its revenue due to the timing of contingent commission revenue recognition and trends in housing market activity.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period's presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Accordingly, actual results could differ from those estimates as more information becomes known.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization and reflect amounts paid for the Company’s web domain, computer software costs, and purchased books of business (customer accounts). The web domain is amortized over a useful life of fifteen years, computer software costs are amortized over a useful life of three to ten years, and books of business (customer accounts) are amortized over a useful life of eight years.

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Exit and Disposal Costs

The Company may engage in exit or disposal activities that result in costs to terminate a contract or other costs. In accordance with ASC Topic 420—Exit and Disposal Cost Obligations (“ASC 420”), these exit or disposal costs will be accrued in the period in which a liability is incurred.

In October of 2025, following a review of business requirements and usage, the Company identified the need to re-evaluate its Master Service Agreement (“MSA”) for telecommunication services with its then-current provider. During May of 2026, the Company entered into an amendment to modify the end date of the MSA from April 30, 2028, to June 30, 2026.

The following table outlines the exit and disposal costs incurred for the above activities for the three and six months ended June 30, 2026 and 2025 (in thousands):

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Type of Cost			Location on Condensed Consolidated Statements of Operations
Contract termination costs			General and administrative expenses			$	3,055					$	—					$	3,055					$	—
Total exit costs						$	3,055					$	—					$	3,055					$	—

Income Taxes

The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment.

Cash and Cash Equivalents, and Restricted Cash

The Company holds premiums received from the insured but not yet remitted to the Carrier in a fiduciary capacity. Premiums received but not yet remitted included in restricted cash were $3.8 million and $3.2 million as of June 30, 2026 and 2025, respectively.

The following is a reconciliation of our cash and cash equivalents and restricted cash balances as presented in the condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 (in thousands):

						June 30,
						2026						2025
Cash and cash equivalents						$	23,655					$	92,388
Restricted cash						3,830						3,234
Cash and cash equivalents, and restricted cash						$	27,485					$	95,622

The Company earns interest on cash balances held in interest-bearing checking accounts. During the three and six months ended June 30, 2026, the Company recognized $0.3 million and $0.6 million in interest income respectively. $0.8 million and $1.8 million interest income was recognized during the three and six months ended June 30, 2025. Interest income is recognized within other income in the condensed consolidated statements of operations. As of June 30, 2026, the Company did not have any cash equivalents.

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Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses—(Topic 326)—Measurement of Credit Losses for Account Receivable and Contract Assets. The amendments provide for a practical expedient that an entity may assume that conditions as of the balance sheet date remain unchanged over the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from revenue transactions from contracts with customers. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company has adopted this ASU for the annual reporting period ending December 31, 2026 and will apply the practical expedient prospectively.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendment requires additional disclosures of certain costs and expenses within the notes to the financial statements. Additionally, in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified that the updates are effective for annual reporting periods beginning after December 15, 2026, and interim periods thereafter. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Targeted Improvements to the Accounting for Internal-Use Software. The amendments improve the accounting for costs related to internal-use software. The new guidance eliminates project stages and requires capitalizing software costs to begin when (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs. The guidance is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual reporting period. Upon adoption, the guidance may be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

Commissions and agency fees

The Company earns commissions, which are paid as a percentage of the policy premiums placed by the Company, by performing its obligation to identify, place, and make effective insurance coverage on behalf of its customer, the insured. The Company defines the term of the policy as the contractual period the policy provides insurance coverage to the insured, which is typically one year or less. Commissions earned for the placement of the initial policy term for a given insurance product are recorded as New Business Commissions. New Business Commissions are earned at a point in time on the effective date of the policy, which is when the customer’s unilateral right to cancel the policy without consideration expires, as the Company has no further performance obligations for the initial term once the policy is placed and made effective.

After the initial policy term for a given insurance product, the Company earns Renewal Commissions by assisting the customer to make effective a renewal policy that satisfies the customer’s current insurance coverage needs. The Company performs this obligation by monitoring the customer’s policy to ensure a renewal is offered by the carrier and that the client promptly pays the premium. Alternatively, based on the needs of the customer, the Company may assist the customer to adjust coverage terms to satisfy its current insurance coverage needs or the Company may assist the customer to re-shop the insurance coverage to identify, place, and make effective a policy that better meets those needs. Renewal Commissions are earned at a point in time upon the effective date of the renewal policy term or upon the effective date of the replacement policy identified, placed, and made effective for the customer, which is when the customer’s unilateral right to non-renew the policy expires, as the Company has no further performance obligations for that renewal policy term.

The transaction price for commissions revenue is set as an estimate of the variable consideration to be received for the current policy term. This estimate includes the fixed consideration due based on the contractual terms of the

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current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue.

For Agency Fees, the Company enters into a contract with the insured, in which the Company's performance obligation is to place an insurance policy. The transaction price of the agency fee is set at the time the sale is agreed upon, and is included in the contract. Agency Fee revenue is recognized at a point in time, which is the effective date of the policy.

Contingent commission revenue is generated from contracts between the Company and insurance carriers, for which the Company is compensated for certain growth, profitability, or other performance-based metrics. The performance obligations for contingent commissions will vary by contract, but generally include the Company increasing profitable written premium with the insurance carrier. The transaction price for contingent commissions is estimated based on all available information and is recognized over time as the Company completes its performance obligations, as the underlying policies are placed, net of a constraint.

The Company must estimate the amount of consideration that will be received such that a significant reversal of revenue is not probable. Contingent commissions represent a form of variable consideration associated with the placement and profitability of coverage, for which we earn commissions. In connection with Topic 606, contingent commissions are estimated, with a constraint applied, and accrued relative to the recognition of the corresponding commissions for the period over which the contract applies. As contingent commissions are earned in relation to policies placed by the Company with the insurance carrier, the timing of recognizing contingent commissions follows a similar pattern as our commissions and fees with any adjustments recognized when payments are received or as additional information that affects the estimate becomes available.

Franchise revenues

Franchise revenues include initial franchise fees and ongoing new and renewal royalty fees from franchisees.

Revenue from Initial Franchise Fees is generated from a contract between the Company and a franchisee. The Company's performance obligation is to provide initial training, onboarding, ongoing support and use of the Company's business operations over the period of the franchise agreement. The transaction price is set by the franchise agreement and revenue is recognized over time as the Company completes its performance obligations.

Initial franchise fees are recognized as revenue over the 10-year life of the franchise contract, beginning on the start date of the contract.

Revenue from New and Renewal Royalty Fees is recorded by applying the sales- and usage-based royalties exception. Under the sales- and usage-based exception, the Company recognizes revenue over time as a franchise places and makes effective a policy for an insured. The transaction price for the royalty fee for each policy made effective is set as the contractual royalty rate multiplied by an estimate of the commissions to be received by the franchise for the current term of the policy. This estimate includes the fixed consideration due based on the contractual terms of the current policy and adjustments for estimates of modifications of the contractual terms of the current policy and/or termination of the policy before the end of the current term. This variable consideration is constrained to the extent that it is probable there will not be a significant reversal of revenue.

Contract costs

The Company has evaluated ASC Topic 340—Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental costs to obtain customer contracts, and certain costs to fulfill customer contracts.

Incremental costs to obtain - The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans for selling new franchise agreements. These incremental costs are deferred and amortized over a 10-year period, which is consistent with the term of the contract. The balance of costs to obtain is included with other assets on the condensed consolidated balance sheets.

Costs to fulfill - The Company has evaluated the need to capitalize costs to fulfill customer contracts and has determined that there are no costs that meet the definition for capitalization under ASC 340.

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Performance obligations satisfied in previous periods

Changes in the estimated transaction price for variable consideration under contingent commissions arrangements are recognized in commissions and agency fees in the period of change. During the three and six months ended June 30, 2026, the Company recognized $0.7 million and $8.2 million, respectively, in commissions and agency fees from performance obligations satisfied in the previous annual period ended December 31, 2025. During the three and six months ended June 30, 2025, the Company recognized $(0.02) million and $2.3 million, respectively, from performance obligations satisfied in the previous annual period ended December 31, 2024.

Separately, for certain policies placed, the Company constrains amounts when uncertainty exists related to variable consideration included in the transaction price and recognizes revenue as that uncertainty is resolved. During the three and six months ended June 30, 2025, the Company recognized $3.0 million in commissions and agency fees and $1.0 million in franchise revenues from performance obligations satisfied as of the previous annual period ended December 31, 2024. No comparable amounts were recognized during the three and six months ended June 30, 2026.

Disaggregation of Revenue

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

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Type of revenue stream:
Commissions and agency fees
Renewal Commissions						$	21,034					$	23,119					$	39,196					$	40,071
New Business Commissions						9,613						7,559						17,065						13,314
Agency Fees						3,083						2,906						5,468						5,146
Contingent Commissions						15,725						4,492						26,411						8,968
Franchise revenues
Renewal Royalty Fees						52,507						45,381						96,101						82,625
New Business Royalty Fees						9,396						7,820						17,282						14,749
Initial Franchise Fees						1,360						1,247						2,969						2,589
Other Franchise Revenues						576						1,324						1,761						1,781
Interest Income						95						179						212						368
Total Revenues						$	113,389					$	94,027					$	206,465					$	169,611
Timing of revenue recognition:
Transferred at a point in time						$	33,730					$	33,584					$	61,729					$	58,531
Transferred over time						79,659						60,443						144,736						111,080
Total Revenues						$	113,389					$	94,027					$	206,465					$	169,611

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Contract Balances

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

			June 30, 2026						December 31, 2025						Increase/(decrease)
Cost to obtain franchise contracts(1)			$	1,470					$	1,801					$	(331)
Commissions and agency fees receivable, net			24,726						36,613						(11,887)
Receivable from franchisees(2)			20,181						14,077						6,104
Contract liabilities(2)(3)			14,079						16,266						(2,187)

(1) Cost to obtain franchise contracts is included in other assets on the condensed consolidated balance sheets.

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

(3) Initial Franchise Fees to be recognized over the life of the contract.

The Company records Franchise Fees as contract liabilities on the condensed consolidated balance sheets when the agreement is executed. Contract liabilities are reduced as fees are recognized in revenue over the expected life of the franchise license. As the term of the franchise license is typically ten years, substantially all of the franchise fee revenue recognized in the period ended June 30, 2026 was included in the contract liabilities balance as of December 31, 2025.

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

Contract liabilities at December 31, 2025						$	16,266
Revenue recognized during the period						(2,969)
New deferrals(1)						1,544
Write offs(2)						(762)
Contract liabilities at June 30, 2026						$	14,079

(1) Initial Franchise Fees where the consideration is received from the franchisee for services which are to be transferred to the Franchisee over the expected life of the Franchise Agreement.

(2) Franchise Fees, net of recognized revenue, no longer deferred due to the termination of the Franchise Agreement.

The balance of Franchise fees receivable included in Receivable from franchisees consisted of the following (in thousands):

						June 30, 2026						December 31, 2025
Franchise fees receivable(1)						$	3,976					$	4,844
Less: Unamortized discount(1)						(540)						(904)
Less: Allowance for uncollectible franchise fees(1)						(50)						(40)
Net franchise fees receivable(1)						$	3,386					$	3,900

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

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

Balance at December 31, 2025						$	40
Charges to bad debts						34
Write offs						(24)
Balance at June 30, 2026						$	50
Balance at December 31, 2024						$	35
Charges to bad debts						123
Write offs						(129)
Balance at June 30, 2025						$	29

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

Balance at December 31, 2025						$	489
Charges to bad debts						763
Write offs						(641)
Balance at June 30, 2026						$	611
Balance at December 31, 2024						$	363
Charges to bad debts						597
Write offs						(377)
Balance at June 30, 2025						$	583

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

						June 30, 2026						December 31, 2025
Furniture & fixtures						$	10,960					$	10,268
Computer equipment						7,535						6,552
Network equipment						1,061						802
Phone system						200						200
Leasehold improvements						39,119						37,387
Total						58,875						55,209
Less accumulated depreciation						(37,109)						(33,660)
Property and equipment, net						$	21,766					$	21,549

Depreciation expense was $3.4 million and $3.5 million for six months ended June 30, 2026 and 2025, respectively.

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Intangible assets consisted of the following (in thousands):

						June 30, 2026						December 31, 2025
Computer software & web domain						$	50,200					$	38,738
Books of business						12,327						11,817
Total						62,527						50,555
Less: accumulated amortization						(14,163)						(10,856)
Intangible assets, net						$	48,364					$	39,700

Amortization expense was $3.3 million and $1.9 million for six months ended June 30, 2026 and 2025, respectively.

On January 8, 2025, the Company entered into a credit agreement (the "2025 Credit Agreement") providing for an aggregate $300 million term notes payable (the "2025 Initial Term Loan") and $75 million revolving credit facility (the "2025 Revolving Credit Facility"). The 2025 Initial Term Loan matures on January 8, 2032 and the 2025 Revolving Credit Facility matures on January 8, 2030.

The Company recorded $6.8 million of debt issuance costs and original issue discount related to the 2025 Initial Term Loan within notes payable and $1.8 million of debt issuance costs related to the 2025 Revolving Credit Facility within other assets in the condensed consolidated balance sheets.

On July 9, 2025, the Company entered into Amendment No. 1 to the 2025 Credit Agreement in order to refinance the outstanding balance of the 2025 Initial Term Loan with a new term loan facility (the "Term B-1 Facility"). The amendment reduced the applicable interest rate on our term loan borrowings under the facility by 0.50% to a rate of Term SOFR plus 3.00%. The Term B-1 Facility is payable in quarterly installments of $0.7 million, with a balloon payment of $280.5 million on January 8, 2032. The 2025 Credit Agreement is secured by all property owned, leased or operated by the Company except for certain excluded assets.

As of June 30, 2026, the Company had $26.0 million drawn against the revolving credit facility and had $49.0 million available to draw.

The Term B-1 Facility bears interest at a rate of Term SOFR plus 3.00%. The 2025 Revolving Credit Facility bears interest at Term SOFR plus a spread based on leverage ratio tiers as follows:

Leverage Ratio			Interest Rate
< 1.50x			SOFR + 175 bps
≥ 1.50x			SOFR + 200 bps
≥ 2.50x			SOFR + 225 bps
≥ 3.50x			SOFR + 250 bps

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Maturities of the term note payable and outstanding revolving credit facility for the next five years and thereafter are as follows (in thousands):

			Amount
Remaining in 2026			$	1,496
2027			2,993
2028			2,993
2029			2,993
2030			28,993
Thereafter			283,538
Total			$	323,006

The 2025 Credit Agreement contains certain affirmative and negative covenants. Under these covenants, the Company is limited in the amount of additional debt incurred and distributions payable. The Company's maximum allowable trailing twelve months debt-to-EBITDA ratio, as defined by the 2025 Credit Agreement, is 5x. Additionally, the 2025 Credit Agreement contains certain change of control provisions that, if breached, would trigger a default. As of June 30, 2026, the Company was in compliance with these covenants.    

Because of both instruments’ variable interest rates, the notes payable balance at June 30, 2026 and December 31, 2025, approximates fair value using Level 2 inputs, described below.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described as follows:

 

•Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets.

•Level 2—Significant other observable inputs other than Level 1 prices such as quoted prices in markets that are not active, quoted prices for similar assets or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset.

•Level 3—Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

GSHD is the sole managing member of GF, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, GF is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by GF is passed through to and included in the taxable income or loss of its members, including GSHD, on a pro rata basis. GSHD is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to GSHD's allocable share of income of GF.

Income Tax Expense

Tax expense from income taxes was $4.1 million for the three months ended June 30, 2026 compared to tax expense of $1.9 million for the three months ended June 30, 2025. The effective tax rate was 20% for the three months ended June 30, 2026 compared to 19% for the three months ended June 30, 2025. Tax expense was $5.9 million for the six months ended June 30, 2026 compared to tax expense of $0.2 million for the six months ended June 30, 2025. The effective tax rate was 19% for the six months ended June 30, 2026 and 2% for the six months

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ended June 30, 2025. The change in the effective tax rate was primarily due to a decrease in the excess tax benefit recognized on stock option exercises during the six months ended June 30, 2025.

Deferred Taxes

Deferred tax assets at June 30, 2026 were $209.8 million compared to $216.4 million at December 31, 2025. The primary driver of the decrease was a change in the outside basis difference of GSHD's investment in GF, attributable to the amortization of previously recognized 743(b) basis adjustments and to share repurchase activity during the six months ended June 30, 2026.

Tax Receivable Agreement

GF intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”) effective for each taxable year in which a redemption or exchange of LLC Units and corresponding Class B common stock for shares of Class A common stock occurs. Future taxable redemptions or exchanges are expected to result in tax basis adjustments to the assets of GF that will be allocated to the Company and thus produce favorable tax attributes. These tax attributes would not be available to GSHD in the absence of those transactions. The anticipated tax basis adjustments are expected to reduce the amount of tax that GSHD would otherwise be required to pay in the future.

GSHD entered into a tax receivable agreement ("TRA") with the Pre-IPO LLC Members on May 1, 2018 that provides for the payment by GSHD to the Pre-IPO LLC Members of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that GSHD actually realizes as a result of (i) any increase in tax basis in GSHD's assets and (ii) tax benefits related to imputed interest deemed arising as a result of payments made under the tax receivable agreement.

During the three and six months ended June 30, 2026, 222 thousand LLC Units were redeemed by the Pre-IPO LLC Members for newly issued shares of Class A common stock. In connection with prior redemptions, GSHD received an increase in the tax basis of its investment in GF subject to the provisions of the tax receivable agreement. The Company recognized a liability for the TRA Payments due to the Pre-IPO LLC Members, representing 85% of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the prior redemptions of LLC Units, after concluding it was probable that such TRA Payments would be paid based on its estimates of future taxable income.

As of June 30, 2026, the total amount of TRA Payments due to the Pre-IPO LLC Members under the tax receivable agreement was $174.5 million, of which $6.2 million was current and included in liabilities under tax receivable agreement within current liabilities on the condensed consolidated balance sheets. Future exchanges of LLC Units for Class A common stock will result in additional TRA payments.

Uncertain tax positions

GSHD has determined there are no material uncertain tax positions as of June 30, 2026.

Class A Common Stock

GSHD has a total of 23,803 thousand shares of its Class A common stock outstanding at June 30, 2026. Each share of Class A common stock holds economic rights and entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD.

Class B Common Stock

GSHD has a total of 11,713 thousand shares of its Class B common stock outstanding at June 30, 2026. Each share of Class B common stock has no economic rights but entitles its holder to one vote per share on all matters submitted to a vote of the stockholders of GSHD.

Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to GSHD's shareholders for their vote or approval, except as otherwise required by applicable law, by agreement, or by GSHD's certificate of incorporation.

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Earnings Per Share

Basic earnings per share ("EPS") of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average shares of Class A common stock outstanding during the period.

Diluted EPS of Class A common stock is computed by dividing net income attributable to GSHD by the weighted average number of shares of Class A common stock outstanding during the period, adjusted to give effect to potentially dilutive securities.

Shares of the Company’s Class B common stock do not share in the earnings or losses attributable to Goosehead Insurance, Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of the Company’s Class B common stock are, however, considered potentially dilutive shares of Class A common stock because shares of Class B common stock, together with the related GF LLC Units, are exchangeable into shares of Class A common stock on a one-for-one basis. The Company calculates the effects of the conversion of Class B shares to Class A shares using the "if-converted" method and includes such effects in the calculation of diluted EPS if the effects are dilutive.

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The following table summarizes the calculation of EPS for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
Numerator:
Net income attributable to GSHD - Basic						$	10,065					$	5,150					$	14,954					$	7,492
Add: net income attributable to noncontrolling interests(1)						6,949						3,133						10,105						3,437
Less: income tax effect on income attributable to noncontrolling interests assuming conversion of Class B common shares(1)						(2,400)						(1,183)						(3,458)						(343)
Net income available to GSHD - Diluted						$	14,614					$	7,100					$	21,601					$	10,586
Denominator:
Basic EPS
Weighted average outstanding Class A common shares - Basic						23,718						25,216						23,992						25,005
Earnings per share of Class A common stock - Basic						$	0.42					$	0.20					$	0.62					$	0.30
Diluted EPS
Weighted average outstanding Class A common shares - Basic						23,718						25,216						23,992						25,005
Effect of dilutive securities:
Weighted average outstanding Class B common shares (if-converted)(1)						11,836						12,328						11,886						12,457
Stock options(2)						156						1,009						295						1,080
Weighted average outstanding Class A common shares - Diluted						35,710						38,553						36,173						38,542
Earnings per share of Class A common stock - Diluted						$	0.41					$	0.18					$	0.60					$	0.27

(1) For the three and six months ended June 30, 2026, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 11,836 thousand and 11,886 thousand common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $4.5 million and $6.6 million of noncontrolling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted. For the three and six months ended June 30, 2025, the impact of the conversion of Class B common shares to Class A common shares calculated under the if-converted method was dilutive, and as such, (a) 12,328 thousand and 12,457 thousand common shares (assuming the conversion of all outstanding class B common stock) were included in Weighted average outstanding Class A common shares - Diluted and (b) $2.0 million and $3.1 million of noncontrolling interest net income (after incremental tax effect from assuming conversion of all outstanding class B common stock), was added back to Net income attributable to GSHD - Basic to arrive at Net income available to GSHD - diluted.

(2) Dilutive stock options is computed using the treasury stock method, which are not participating securities. 3,235 thousand and 2,734 thousand stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and six months ended June 30, 2026 because the effect would have been anti-dilutive. 435 thousand and 385 thousand stock options were excluded from the computation of diluted earnings per share of Class A common stock for the three and six months ended June 30, 2025 because the effect would have been anti-dilutive.

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Share Repurchase Program

On April 24, 2024, our board of directors approved a share repurchase program with authorization to purchase up to $100 million of our Class A common stock, which expired on March 31, 2025.

On April 23, 2025, our board of directors approved a new share repurchase program with authorization to purchase up to $100 million of our Class A common stock through May 1, 2026.

On February 17, 2026, our board of directors extended the prior share repurchase program and increased the remaining authorization to purchase up to $198.3 million of our Class A common stock through May 1, 2027.

The share repurchase program does not require the Company to acquire any dollar amount or number of shares of common stock and may be modified, suspended, or discontinued at any time. The timing, manner, price and amount of any repurchases will be determined at the discretion of management in accordance with applicable securities laws and other restrictions. Class A common stock acquired under the program will be retired upon repurchase. Additionally, for every repurchased share of Class A common stock, the Company will direct GF to repurchase, at the price paid to repurchase such share, and cancel an LLC unit of GF held by the Company.

During the three and six months ended June 30, 2026, the Company repurchased and retired 95 thousand and 1,080 thousand shares of Class A common stock for an aggregate $3.9 million and $54.2 million, respectively. During the three and six months ended June 30, 2025, the Company repurchased and retired 6 thousand shares of Class A common stock for an aggregate $529 thousand. All repurchases were made in open-market transactions and recorded at their aggregate transaction cost inclusive of commissions and excise taxes. As of June 30, 2026, the Company had remaining authorization under the share repurchase program to purchase up to approximately $144.6 million of the Company's Class A common stock.

GSHD is the sole managing member of GF and, as a result, it consolidates the financial results of GF. GSHD reports a noncontrolling interest representing the economic interest in GF held by the other members of GF.

GF makes distributions to the LLC Unit holders on a pro rata basis to facilitate the LLC Unit holder's quarterly tax payments. For the three and six months ended June 30, 2026, GF recorded distributions of $5.4 million and $12.1 million, of which $1.8 million and $4.0 million was attributable to Pre-IPO LLC Members. The remaining $3.6 million and $8.1 million was made to GSHD and was eliminated in consolidation.

Under the amended and restated Goosehead Financial, LLC Agreement, the Pre-IPO LLC Members have the right, from and after the completion of the Offering (subject to the terms of the amended and restated Goosehead Financial, LLC Agreement), to require GSHD to redeem all or a portion of their LLC Units for, at GSHD's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to the volume weighted average market price of one share of GSHD's Class A common stock for each LLC Unit redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the amended and restated Goosehead Financial, LLC Agreement. Additionally, in the event of a redemption request by a Pre-IPO LLC Member, GSHD may, at its option, effect a direct exchange of cash or Class A common stock for LLC Units in lieu of such a redemption. Shares of Class B common stock will be cancelled on a one-for-one basis if GSHD, at the election of a Pre-IPO LLC Member, redeems or exchanges LLC Units of such Pre-IPO LLC Member pursuant to the terms of the amended and restated Goosehead Financial, LLC Agreement. Except for transfers to GSHD pursuant to the amended and restated Goosehead Financial, LLC Agreement or to certain permitted transferees, the Pre-IPO LLC Members are not permitted to sell, transfer or otherwise dispose of any LLC Units or shares of Class B common stock.

During the three and six months ended June 30, 2026, 222 thousand LLC Units were redeemed by the noncontrolling interest holders.

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

			June 30, 2026
			LLC Units			Ownership %
Number of LLC Units held by GSHD			23,803			67.0%
Number of LLC Units held by noncontrolling interest holders			11,713			33.0%
Number of LLC Units outstanding			35,516			100.0%

On January 9, 2025, GF declared a special distribution of $175 million, which was paid in cash on January 31, 2025 to holders of record of LLC Units, including to GSHD, as of the close of business on January 21, 2025. The special distribution resulted in a payment of $59 million to our noncontrolling interest holders. On January 9, 2025, the board of directors of the Company declared a one-time special cash dividend of $5.91 to all holders of Class A common stock of GSHD as of the close of business on January 21, 2025, which was paid in cash on January 31, 2025 for a total of $146 million. $1.22 of the special cash dividend was funded by cash received by GSHD from prior tax distributions from GF that were in excess of the corporate income taxes payable by GSHD. The remaining $4.69 of the special cash dividend was funded by the cash received by the Company from the special distribution by GF.

No dividends were declared during the three and six months ended June 30, 2026.

Any future special cash dividends will be declared at the sole discretion of GF's managing member, with respect to GF, and the Company's board of directors, with respect to GSHD. In determining whether a future special cash dividend will be declared by the Company, the board of directors may, at its sole discretion, consider the following: the Company's financial condition and operating results, the Company's available cash and current and anticipated cash needs, the Company's capital requirements, any contractual, legal, tax and regulatory restrictions, general economic and business conditions, and such other factors or conditions as the board of directors deems relevant.

The Company is organized into a single reportable segment: insurance distribution. The insurance distribution segment provides clients with access to home, auto, umbrella, motorcycle, flood, and other ancillary insurance products. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.

The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income, as reported on the Condensed Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are

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the same as those included on the Condensed Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Condensed Consolidated Balance Sheets.

The chief operating decision maker uses net income to assess performance by examining period-over-period trends, benchmarking to the Company's competitors, and monitoring budget versus actual results. The chief operating decision maker uses net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for share repurchases or dividends.

From time to time, GSHD may be involved in various legal proceedings, lawsuits and claims incidental to the conduct of the Company's business. The Company records accruals for legal contingencies to the extent that it has concluded that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of losses, if such an estimate can be made. In the opinion of the Company's management, the likely results of any ongoing legal matters are not expected, either individually or in the aggregate, to have a material adverse effect on the Company's financial position, results of operations or cash flows.

On November 10, 2022, a verified stockholder class action complaint for declaratory relief, captioned Mickey Dollens v. Goosehead Insurance, Inc., C.A. No. 2022-1018-JTL, was filed in the Court of Chancery of the State of Delaware (the “Dollens Action”), alleging certain corporate governance documents adopted by the Company were invalid under Delaware law. On August 8, 2023, the parties entered into a proposed settlement providing for certain non-monetary benefits to the class (i.e., revisions to the Company's Stockholder Agreement). Additionally, the plaintiffs petitioned the Court for attorneys’ fees and litigation expenses. The matter was stayed pending resolution of an appeal of a similar case. On March 24, 2026, the parties notified the Court that they had reached an agreement on the award amount for attorneys’ fees, expenses, and a representative-party award. On June 30, 2026, the Court issued an Order and Final Judgment approving the proposed settlement. On July 8, 2026, the Company and the Pre-IPO Holders entered into an Amended and Restated Stockholders Agreement, which fully amends and restates the Stockholders Agreement, dated as of May 1, 2018, to implement the amendments contemplated by the proposed settlement. The Company does not consider the settlement's monetary award to have a material impact on its condensed consolidated financial statements.

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