What the changes say
- EverQuote expanded its credit facility to $60.0 million with Western Alliance Bank, replacing a prior $25.0 million line.
- The company elevated several legal and regulatory risks regarding insurance, telemarketing, and email campaigns into distinct risk factors.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operations
The company entered a $60.0 million senior secured revolving credit facility with Western Alliance Bank, replacing its prior $25.0 million line.
- NewRisks Related to Laws and Regulations
Changing regulations regarding the insurance industry in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growth
Heavily regulated US insurance industry standards and compliance costs could subject the company and its partners to enforcement actions and penalties.
- NewRisks Related to Laws and Regulations
Changing regulations regarding telemarketing and text message marketing campaigns in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growth
Telemarketing campaigns under the TCPA expose the company and its customers to litigation and fines of up to $1,500 per violation.
- NewRisks Related to Laws and Regulations
Regulations regarding email marketing campaigns may have a material and adverse impact on our revenue, business and growth
Email marketing campaigns subject the company to the federal CAN-SPAM Act, creating risks of regulatory investigations and customer indemnification obligations.
Dropped
- DroppedRisks Related to Our Business and Industry
respect to both the ability to adequately protect intellectual property underlying AI systems and software as well as inadvertent infringement. Any of these potential risks could result in a material and adverse effect on our business, financial condition, operating results, cash flows and prospects
- DroppedRisks Related to Our Business and Industry
We have $25.0 million available for borrowing under our revolving line of credit with Western Alliance Bank, and in the future we could incur indebtedness beyond our revolving line of credit
- DroppedRisks related to Laws and Regulations
We are subject to regulation regarding the insurance industry
- DroppedRisks related to Laws and Regulations
We are subject to regulation regarding telemarketing and text message marketing campaigns
- DroppedRisks related to Laws and Regulations
We are subject to regulation regarding email marketing campaigns
Risks related to protecting intellectual property underlying AI systems and software against inadvertent infringement.
Reworded
- 60% rewrittenRisks Related to Our Class A Common Stock
the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors
The text was substantively unchanged while maintaining references to controlling stockholder Link Ventures and Nasdaq exemptions.
- 55% rewrittenRisks Related to Our Business and Industry
We use and may further incorporate AI and machine learning in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
Updated to reflect that the company currently uses AI and machine learning rather than only noting potential future incorporation.
Was: We may use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations
- 23% rewrittenRisks Related to Laws and Regulations
Increased regulation regarding data privacy and security may have a material and adverse impact on our revenue, business and growth
Maintained existing disclosures regarding FTC authority and state data privacy laws like the CCPA with minor wording tweaks.
Was: We are subject to regulation regarding data privacy and security
- 22% rewrittenRisks Related to Our Business and Industry
placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options
Updated references from the prior Amended Loan Agreement to the new Credit Agreement with Western Alliance Bank.
- 21% rewrittenRisks Related to Our Class A Common Stock
A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our Class A common stock to drop significantly, even if our business is doing well
Retained the risk disclosure regarding potential sales of Class A common stock and the $150.0 million universal shelf registration statement.
All 29 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We generated a significant portion of our revenue in recent periods from a small number of customers, and our results of operations could be adversely affected and stockholder value harmed if we lose business from these customers
- 02If the way cookies are used or shared, or the use or transfer of cookies, is restricted by third parties outside of our control or becomes subject to unfavorable legislation or regulation, our ability to develop and provide certain products or services could be affected
- 03Our business could be materially and adversely affected by a cybersecurity breach or other attack, failure or interruption involving our computer systems or our third-party service providers
- 04We use and may further incorporate AI and machine learning in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations55% rewritten
- 05If we fail to compete effectively against companies engaged in digital customer acquisition, including competitors and other technology companies, we could lose customers and our revenue may decline
- 06We rely on the performance of highly skilled personnel to operate our business, and if we are unable to retain, attract, develop and motivate well-qualified employees, our business and results of operations could be harmed
- 07We are subject to a number of risks related to the credit card and debit card payments we accept
- 08If we were required to draw upon our line of credit, indebtedness could adversely affect our ability to operate our business, financial condition and results of operationsNew
- 09placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options22% rewritten
Risks Related to Laws and Regulations
- 10Changing regulations regarding the insurance industry in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growthNew
- 11Increased regulation regarding data privacy and security may have a material and adverse impact on our revenue, business and growth23% rewritten
- 12Foreign laws and regulations such as the United Kingdom General Data Protection Regulation, or UK GDPR, may also apply to our Northern Ireland operations and employees. The UK GDPR includes a range of compliance obligations and penalties for non-compliance that are significant
- 13Changing regulations regarding telemarketing and text message marketing campaigns in the past have had, and in the future may have, a material and adverse impact on our revenue, business and growthNew
- 14Regulations regarding email marketing campaigns may have a material and adverse impact on our revenue, business and growthNew
- 15We may become subject to litigation, audit or investigation, which could result in financial liability, fines and penalties, restrictions on our operations or reputational damage
Risks Related to Our Intellectual Property
- 16We may not be able to adequately protect our intellectual property rights
- 17We may in the future be subject to intellectual property disputes, which are costly to defend and could harm our business and operating results
- 18Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, our operating results and our reputation
- 19Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information
- 20Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to possible litigation
- 21Taxing authorities may assert that we should have collected or in the future should collect sales, use, value added or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our operating results
Risks Related to Our Class A Common Stock
- 22An active trading market for our Class A common stock may not be sustained
- 23The market price of our Class A common stock has been and may continue to be volatile, which could result in substantial losses for investors and could subject us to securities class action litigation
- 24announcements regarding industry consolidation
- 25Our status as a “controlled company” could make our Class A common stock less attractive to some investors or otherwise harm our stock price
- 26the board of directors maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors60% rewritten
- 27A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our Class A common stock to drop significantly, even if our business is doing well21% rewritten
- 28Anti-takeover provisions in our restated certificate of incorporation and our amended and restated bylaws, as well as provisions of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Class A common stock
- 29limiting the liability of, and providing indemnification to, our directors and officers
Other EverQuote 10-Ks
- FY2024 10-K risk factors30 risks
EverQuote faces significant customer concentration with its largest insurance carrier generating 39% of 2024 revenue. The business is heavily exposed to strict regulations on data privacy, telemarketing, email, and insurance marketing. Technology risks center on cookie restrictions, cybersecurity, and artificial intelligence integration.
Filed Feb 25, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.