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October 25, 2023
Mark Jones Jr.
Chief Financial Officer
Goosehead Insurance, Inc.
1500 Solana Blvd.
Building 4, Suite 4500
Westlake, TX 76262
Re:Goosehead Insurance, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated October 13, 2023
File No. 001-38466
Dear Mark Jones Jr.:
            We have reviewed your October 13, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 18,
2023 letter.
Form 10-K filed February 27, 2023
Company overview, page 5
1.Please refer to prior comment 1.  We note you state in your response that it is difficult to
determine exact profitability of each agent network (i.e., corporate vs. franchise).  We also
note in your June 30, 2023 earnings conference call you state that, “As we continue to
launch more corporate agents into franchises, this creates a near-term trade-off on revenue
growth because of the differences in revenue recognition but significantly benefits longer-
term revenue and profitability as the productive life of the agent increases and they
duplicate themselves through producer hiring.”  Please clarify the meaning of this
statement for us specific to the reference to the longer-term profitability of an agent.  Also,
to the extent that there are material differences in the longer-term profitability or margin
in an agent network (i.e., corporate vs. franchise), please revise your business section in

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 October 25, 2023 Page 2
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October 25, 2023
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future filings to discuss this.
3. Revenues - Commissions and agency fees, page 79
2.Please refer to prior comment 2.  We note your disclosure on page 79 that you earn new
and renewal commissions paid by insurance carriers for the binding of insurance coverage
and that these commissions are earned at a point in time upon the effective date of bound
insurance coverage, as no performance obligation exists after coverage is bound.  We also
note disclosure in the critical audit matter on page 69 related to management’s estimates
to constrain renewal commissions.  Please clarify for us if renewal commissions represent
variable consideration, are included in the transaction price and are fully constrained and
revise your accounting policy disclosure in future filings to more clearly state this, if true.
If not true, please more clearly tell us how you determined that renewal commissions are a
separate performance obligation, why you disclose that no performance obligations exist
after coverage is bound, why renewal commissions are not variable consideration, and
why they should not be included in the transaction price based on the guidance in ASC
606-10-05-4 and ASC 606-10-32-5.  Please include the guidance you considered and the
relevant terms of the contract(s) with insurance carriers in making your accounting
determinations.
3.Please refer to prior comment 2.  If true, please tell us how you determined renewal
commissions should be fully constrained when determining the transaction price on the
effective date a policy is placed into service.  Please tell us how you considered the
guidance in ASC 606-10-32-11 and 12 in your determination.  Also tell us whether:

•any policies automatically renew,
•a new policy is signed at each renewal, and
•how you considered your disclosure on page 53 that renewal commissions are highly
predictable, your disclosure on page 57 that client retention was 88% at December
31, 2022 and 89% at December 31, 2021 and disclosure on page 16 that you a 100%
premium retention rate in 2022.
11. Stockholder's equity, page 86
4.Please refer to prior comment 3.  Please provide us your calculation of diluted EPS using
the if-converted method for the years ended 2020, 2021 and 2022, so that we may better
understand your accounting and diluted EPS calculation.  Please include appropriate detail
and commentary to allow us to understand each adjustment to the numerator and
denominator.
5.Please refer to prior comment 3.  Based on your attribution of net income to non-
controlling interests (i.e., GF LLC unit holders) and Goosehead Insurance Inc. in your
statement of operations, it appears that all tax expense (benefit) is attributed to Class A
common stockholders of Goosehead Insurance Inc.  This appears to result in different
diluted EPS under the if-converted method, assuming conversion of all GF LLC unit

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 Comapany NameGoosehead Insurance, Inc.
 October 25, 2023 Page 3
 FirstName LastName
Mark  Jones Jr.
Goosehead Insurance, Inc.
October 25, 2023
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holders, with no attributed tax expense (benefit), to Class A shares, which has attributed
tax expense (benefit).  Please explain why this structure would not result in different
diluted EPS.
            Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance