Goosehead says three years of results can't be relied on, delays its 10-Q, and the stock drops 9%
The insurance agency told the SEC after the close that it will restate 2023 through mid-2026 over how it books commissions and franchise fees. Revenue and costs both rise by the same amount on one fix; the other lifts operating income.
Goosehead Insurance (NASDAQ: GSHD) told investors after Monday's close that its audit committee concluded on November 6 that its financial statements for fiscal 2023, 2024 and 2025, and for the quarters of those years plus the first two quarters of 2026, "should no longer be relied upon." The Texas-based personal-lines agency also said it will not file its third-quarter 10-Q by the November 9 deadline. After-hours, the shares traded near $49.70, down about 9% from the $54.685 close, according to Nasdaq quote data at 6:26 PM ET.
Two accounting errors, with very different effects
The company's 8-K on SEC EDGAR describes two separate problems, and they should not be lumped together.
Contract-acquisition costs. After a comment letter from the SEC during a routine review of its annual filings, Goosehead concluded that certain commissions paid to win customer contracts were expensed immediately within employee compensation. Under the accounting standard for contract costs (ASC 340-40), they should have been deferred and amortized over the period of expected benefit. Correcting that lowers compensation expense and raises income from operations by roughly 0.5% to 5.5% of employee compensation and benefits, for full-year 2025 and for the first and second quarters of 2026. The company calls its old method a reflection of "the underlying economics" but says it does not conform to GAAP.
Franchise fees. While reviewing its wider accounting policies, management found that technology fees and errors-and-omissions (E&O) insurance program fees charged to franchisees were booked as a reduction of general and administrative expenses instead of as franchise revenue. Fixing it raises both revenue and G&A expense by the same amount, about $11 million to $16 million for 2025 and about $5.5 million to $8.5 million for the first six months of 2026. Goosehead says this has no effect on operating income, net income or cash flow.
What the preliminary quarter shows
Alongside the restatement, Goosehead released preliminary, unaudited third-quarter figures and reaffirmed its 2026 guidance. They were prepared before the restatement is complete, and the company warns differences "could be material."
| Third quarter 2026 (preliminary) | 2026 | 2025 | Change |
|---|---|---|---|
| Core revenue (non-GAAP) | $94.7M | $83.9M | +13% |
| Contingent commissions | $10.0M | $4.5M | more than doubled |
| Total revenue, range | $108.8M to $110.8M | $92.9M to $94.9M (restated estimate) | about +17% at midpoint |
| Written premiums placed | $1.31B | +11% | |
| Policies in force | about 2.1M | +14% |
The number behind the headline growth: the midpoints put total revenue up about $15.9 million year over year. About $10.8 million of that is core revenue. Roughly $5.3 million, a third of the increase, is contingent commissions, the insurer-paid bonuses that depend on loss experience and are the least predictable line. Core growth of 13% is the steadier measure, and the company itself calls it "the most reliable revenue stream." Note too that total revenue is given as a range because the franchise operating fee line is still being re-estimated.
Who this touches
Shareholders face the usual after-effects of a non-reliance filing: an amended 10-K and amended 10-Qs still to come, and a delayed Q3 10-Q. Goosehead also says it expects to report one or more material weaknesses in internal control over financial reporting and to conclude its disclosure controls were not effective in every affected period.
Franchise owners who pay the technology and E&O program fees are not told of any change in what they pay. The filing says the correction is about presentation on Goosehead's books, not the timing of the fees.
Clients and policyholders are not mentioned as affected. The company says the restatement does not change its cash or cash flows. At September 30 it reported $32.8 million of cash, $26.0 million drawn on a $75.0 million credit line, and $322.3 million of notes payable.
What to watch
The next documents are the 10-K/A and the Q3 10-Q, which will show the restated figures in full and whether the ranges above narrow. Until then, every number here is preliminary and the company's own. Goosehead said it would discuss the quarter on a 4:30 PM ET call.
Sources: Goosehead Form 8-K and Exhibit 99.1, SEC EDGAR, filed November 9, 2026; after-hours price via Nasdaq quote data at 6:26 PM ET, which may be delayed. Percentages and the revenue bridge are Chronicle arithmetic on the company's preliminary figures. This is market information, not investment advice.
Want your business to be the answer?
Get a full package of articles about your business, built so customers, Google and AI assistants can find you.
New ebook from The Company ChronicleHow to Research Like a Wall Street AnalystFind original sources, analyze trends, and build your own insights. 36 pages with worksheets.Get the ebook · $29Instant PDF download
