Goosehead Insurance (GSHD) risk factors, FY2025 10-K

Risks relating to our business

1. 01An overall decline in economic activity could have a material adverse effect on the financial condition and results of operations of our business
2. 02Changes in prevailing interest rates or U.S. monetary policies that affect interest rates could adversely affect our ability to generate new business
3. 03Volatility or declines in premiums or other adverse trends in the insurance industry may seriously undermine our profitability
4. 04Because the revenue we earn on the sale of certain insurance products is based on premiums and commission rates set by Carriers, any decreases in these premiums or commission rates, or actions by Carriers seeking repayment of commissions, could result in revenue decreases or expenses to us
5. 05Contingent Commissions we receive from Carriers are less predictable than standard commissions, and any decrease in the amount of the commissions we receive could adversely affect our results of operations
6. 06Our business is subject to risks related to legal proceedings and governmental inquiries57% rewritten
7. 07predicted, and such claims or actions could have a material adverse effect on our business, financial condition, and results of operationsNew
8. 08Conditions impacting Carriers or other parties that we do business with may impact us
9. 09The business of providing insurance products and services is highly competitive and we expect competition to intensify. We compete for clients on the basis of reputation, client service, program and product offerings, and our ability to tailor products and services to meet the specific needs of a client
10. 10Our business, financial condition, and results of operations may be negatively affected by E&O claims33% rewritten
11. 11frequency, nature, or magnitude of claims for direct or consequential damages or whether our errors and omissions insurance will cover such claimsNew
12. 12We rely on the availability and performance of information technology services and systems provided by third parties60% rewritten
13. 13Our inability to successfully recover should we experience a disaster or other business continuity problem could cause material financial loss, loss of human capital, regulatory actions, reputational harm, or legal liability
14. 14We utilize artificial intelligence, which could expose us to liability or adversely affect our business73% rewritten
15. 15information. Further, any output generated by us using AI may not be subject to copyright protection which mayNew
16. 16If we are unable to effectively apply technology and related tools to drive value for our clients or gain internal efficiencies and effective internal controls, our operating results, client relationships, growth, and compliance programs could be adversely affectedNew
17. 17Damage to our reputation could have a material adverse effect on our business
18. 18Increasing scrutiny and changing expectations from investors, clients, and our employees with respect to our corporate responsibility and stakeholder interest practices may impose additional costs on us or expose us to new or additional risks
19. 19Climate risks, including the risk of an economic crisis, risks associated with the physical effects of climate change and disruptions caused by the transition to a low-carbon economy, could adversely affect our business, results of operations, and financial condition
20. 20Our inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our ability to retain existing business and generate new business72% rewritten
21. 21qualified applicants, difficulty in recruiting new employees, or inadequate resources to train, integrate, and retain qualified employees, our business, financial condition, results of operations and reputation could be materially and adversely affectedNew
22. 22The occurrence of natural or man-made disasters could result in declines in business and increases in claims that could adversely affect our financial condition, results of operations and cash flows
23. 23Non-compliance with or changes in laws, regulations, or licensing requirements applicable to us could restrict our ability to conduct our business
24. 24Proposed tort reform legislation, if enacted, could decrease demand for casualty insurance, thereby reducing our commission revenues
25. 25In connection with the implementation of our corporate strategies, we face risks associated with the acquisition or disposition of businesses, the entry into new lines of business, the integration of acquired businesses, and the growth and development of these businesses
26. 26We have debt outstanding that could adversely affect our financial flexibility and subjects us to restrictions and limitations that could significantly impact our ability to operate our business21% rewritten
27. 27Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results
28. 28Because our business is highly concentrated in Texas, California, Florida, and Illinois, adverse economic conditions, natural disasters, or regulatory changes in these states could adversely affect our financial condition
29. 29Changes in tax laws could impact our operations and profitability27% rewritten
30. 30We derive a significant portion of our commission revenues from a limited number of Carriers, the loss of which would result in additional expense and loss of market share42% rewritten
31. 31Our business may be harmed if we lose our relationships with Carriers, fail to maintain good relationships with Carriers, become dependent upon a limited number of Carriers, or fail to develop new Carrier relationships
32. 32The failure by Mark Jones and Robyn Jones to maintain either a minimum voting interest in us or the ability to elect or designate for election at least a majority of our board of directors could trigger a change of control default under our Credit Agreement
33. 33Our results may be adversely affected by changes in the mode of compensation in the insurance industry
34. 34We may require additional debt financing in the future, which may not be available or may be available only on unfavorable terms

Risks relating to our franchise business

1. 35The failure to attract and retain highly qualified Franchisees could compromise our ability to expand the Goosehead network
2. 36Our most important asset is the people in our network, and the success of Goosehead depends largely on our ability to attract and retain high quality franchise agents. If we fail to attract and retain franchise agents, our Franchisees may fail to generate the revenue necessary to pay the contractual fees owed to us
3. 37Our financial results are affected directly by the operating results of Franchisees and agents, over whom we do not have direct control
4. 38Our Franchisees and agents could take actions that could harm our business
5. 39Our franchise system subjects us to a number of risks, any one of which may harm the reputation associated with our brand, and/or may materially and adversely impact our business and results of operations67% rewritten
6. 40loss or delay in payment could have a material and adverse effect on a Franchisee’s ability to satisfy its obligations under its Franchise Agreement, including its ability to make payments for contractual fees or to indemnify usNew
7. 41Failure to support our expanding franchise system could have a material adverse effect on our business, financial condition, or results of operations
8. 42Our franchising activities are subject to a variety of state and federal laws and regulations regarding franchises, and any failure to comply with such existing or future laws and regulations could adversely affect our business
9. 43We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition
10. 44We may not be able to manage growth successfully

Risks relating to intellectual property, data privacy and cybersecurity

1. 45Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to grow our business, particularly in new markets where we have limited brand recognition
2. 46Infringement, misappropriation, or other violation of our intellectual property and other proprietary rights by third parties could harm our business76% rewritten
3. 47other confidential, personal, and proprietary information being lost or stolen, including those of our clients or employees, which could harm our reputation, competitive position or otherwise adversely affect our businessNew
4. 48We are subject to complex and evolving laws, regulations, rules, industry standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks, and potential liability82% rewritten
5. 49litigation, regulatory fines, penalties, or other sanctions, damage to our reputation in the marketplace, and other adverse impactsNew

Risks relating to our organizational structure

1. 50We are a holding company and our principal asset is our 67.4% ownership interest in Goosehead Financial, LLC, and we are accordingly dependent upon distributions from Goosehead Financial, LLC to pay dividends, if any, taxes, make payments under the tax receivable agreement and pay other expenses62% rewritten
2. 51reorganization transactions and to fund dividends to our stockholders in accordance with our dividend policy, to the extent our board of directors declares such dividendsNew
3. 52In certain circumstances, Goosehead Financial, LLC will be required to make distributions to us and the other holders of LLC Units, and the distributions that Goosehead Financial, LLC will be required to make may be substantial
4. 53We have Pre-IPO LLC Members who own a significant portion of our common stock and whose interests in our business may be different than yours, and certain statutory provisions afforded to stockholders are not applicable to us
5. 54We will be required to pay the Pre-IPO LLC Members for certain tax benefits we may claim, and the amounts we may pay could be significant

Risks relating to ownership of our Class A common stock

1. 55Some provisions of Delaware law and our certificate of incorporation and by-laws may deter third parties from acquiring us and diminish the value of our Class A common stock
2. 56Future sales, or the possibility of future sales, of a substantial number of our shares of Class A common stock could adversely affect the price of our shares of Class A common stock
3. 57We may not be able to successfully maintain effective internal controls over financial reporting
4. 58We expect that our stock price will be volatile, which could cause the value of your investment to decline, and you may not be able to resell your shares at or above your investment price
5. 59Our ability to pay dividends to our stockholders may be limited by our holding company structure, contractual restrictions, and regulatory requirements