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CORRESP
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VIA
EDGAR

October
13, 2023

Office
of Finance

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington, D.C. 20549-3628

    Attn:
    William Schroeder

    Michael Volley

    Re:
    Goosehead Insurance,
    Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    Filed February 27, 2023

    File No. 001-38466

Dear
Mr. Schroeder and Mr. Volley:

On
behalf of Goosehead Insurance, Inc., a Delaware corporation (the “Company”), this letter sets forth the Company’s
responses to the comment letter of the Staff of the Securities and Exchange Commission (the “Staff” of the “Commission”)
dated September 18, 2023, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2022.

For
your convenience, we have reproduced the Staff’s comments preceding the Company’s responses below. Please let us know if
you have any questions or if we can provide additional information or otherwise be of assistance in expediting the review process.

Form
10-K filed February 27, 2023

Company
Overview, page 5

1. We
                                            note your disclosure that you receive 20% of commissions and agency fees during the first
                                            term of the policy and 50% of commissions every year the policy is renewed for franchise
                                            sales. Please tell us and revise future filings to compare and contrast the profitability
                                            of franchise sales as compared to corporate sales in year one and subsequent years. Additionally,
                                            we note you discuss the margin expansion opportunities after the first renewal. Please tell
                                            us and revise to provide additional quantitative detail, to the extent available, regarding
                                            the magnitude of increased margin or profitability of franchise sales after the first renewal
                                            to allow an investor to better revenue trends.

Response

The
Company respectfully acknowledges the Staff’s comment and has included below a discussion of the revenue generated by, and the
profitability of, franchise sales as compared to corporate sales over time.

The
Company earns new business commissions and agency fees for agents’ efforts performed in the issuance of new insurance policies
in both corporate sales and franchise sales. For policies in their initial term, the Company earns 100% of new business commissions and
agency fees generated by corporate sales and incurs fixed and variable compensation and benefits for corporate sales agents as well as
other fulfillment and administrative costs. Franchise sales also generates new business commissions and agency fees for policies in their
initial term. The Company records new business royalty fees revenue equal to 20% of those commissions and fees and incurs fixed and variable
fulfillment and administrative costs.

Each
subsequent term that a policy renews, the Company earns 100% of renewal commissions generated by corporate sales and incurs fixed and
variable compensation and benefits to corporate sales agents, which compensation is typically half the cost of new business compensation,
as well as other fulfillment and administrative costs. Franchise sales also generates renewal commissions for each subsequent term of
a policy. The Company records renewal royalty fees revenue equal to 50% of those renewal commissions and incurs fixed and variable fulfillment
and administrative costs.

As
illustrated in the charts below, the Company’s earnings rate on commissions generated by corporate sales remains constant at 100%
of the commission amount for each term a policy remains in force, while its earnings rate on commissions generated by franchise sales
increases by 150% from the initial term of the policy to the first renewal term. This increase in earnings rate from the initial term
to the first renewal term results in built-in revenue growth for retained franchise sales. The earnings rate then remains constant for
all subsequent terms a policy is renewed for both corporate and franchise sales.

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The
Company refers the Staff to its discussion of presenting costs of both revenue streams in its Response to question 11 of the Commission’s
Comment Letter dated February 13, 2018, and reiterates that the Company’s primary expense (representing 67% of total operating
expenses in each of 2021 and 2022) is employee compensation and benefits. Included in this expense line item are both direct costs of
generating revenue and indirect administrative costs. Many employees perform direct revenue generating and indirect administrative activities
to support both agent networks and all policy terms. Therefore, the Company does not allocate employee costs between the generation of
revenue and administrative costs, corporate and franchise agents, nor new and renewal policy terms, which makes it difficult to determine
exact profitability of each agent network. Therefore, the Company will focus disclosure in future filings on a discussion of revenue
generation by franchise sales as compared to corporate sales over time.

In
response to the Staff’s comment, the Company will revise its future filings to include a new subsection within the Company Overview
titled “Profitability of Corporate and Franchise Sales”, which will contain the second, third and fourth paragraphs of this
response as well as the illustration. It will also revise in future filings the sentence “This economic relationship creates a
mechanical step-up in revenue at the first renewal of each policy, creating strong revenue and margin expansion opportunities”
to remove the phrase “and margin expansion” to focus on the revenue growth opportunity in the first renewal term.

3.
Revenues - Commissions and agency fees, page 79

2. We
                                            note your disclosure that “The transaction price is set as the estimated commissions
                                            to be received over the term of the policy based on an estimate of premiums placed, policy
                                            changes and cancellations, net of a constraint.” Please tell us how you define the
                                            term of the policy (e.g., one year or lifetime including expected renewals, etc.), how you
                                            consider if the transaction price includes variable consideration related to renewal commissions
                                            and how you consider whether the variable consideration is constrained. Please detail any
                                            accounting guidance you considered in your determinations. Please revise your disclosure
                                            in future filings, as needed, to clarify these aspects of your accounting policies.

    3

Response

The
Company respectfully acknowledges the Staff’s comment and advises the Staff that it defines the term of a policy as the contractual
period for which the policy provides insurance coverage to the insured. The typical length of a policy term is one year; however, this
may vary depending on the carrier and line of business. In determining the transaction price for the policy term, the Company includes
the initial commission earned for the current policy term, adjusted and constrained for an estimate, based on historical data, of changes
to the commission that may arise due to (1) changes to the policy premium during the current policy term and/or (2) cancellation of the
policy before the end of the current term. Given our definition of the policy term is limited to the contractual length of the current
policy term, the Company respectfully advises the Staff that the transaction price does not include variable consideration related to
potential future renewal commissions.

In
identifying the contract with a customer, the Company considered the criteria outlined in ASC 606-10-25-1 and the additional guidance
in paragraphs 25-2 through 25-4. When placing an insurance policy, the Company enters into a three-party contract between the Company,
the insurance carrier, and the insured. The Company considered ASC 606-10-25-3, noting that each insurance policy is written as a separate
contract with a fixed duration known as the policy term. The Company’s performance obligation with regard to the contract is to
act as an agent of the insured to identify a policy and carrier that best meets the needs of the insured and then to bind a policy with
the preferred carrier.

In
response to the Staff’s comment, the Company will revise its future filings to include the definition of the term of the policy
within the first paragraph of the Revenue footnote. The revised paragraph will read as follows:

“The
Company earns new and renewal commissions paid by insurance carriers, royalty fees from new and renewal commissions earned by franchisees,
and fees paid by clients for the identification and placement of insurance coverage. These commissions, fees and royalties are earned
at a point in time upon the effective date of the insurance policy, as no performance obligation exists after coverage is bound and the
unilateral enforceable right to terminate expires. The transaction price for the commissions and fees is set as the estimated amount
to be received for the current policy, including the initial commission earned for the current policy term, adjusted and constrained
for an estimate of changes to the commission that may arise due to (1) changes to the policy premium during the current policy term and/or
(2) cancellation of the policy before the end of the current term. The Company defines the term of the policy as the contractual period
the policy provides insurance coverage to the insured, which is typically 1 year.”

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11.
Stockholder's equity, page 86

3. We
                                            note your disclosure on page 86 that the Company has not included the effects of conversion
                                            of Class B shares to Class A shares in the diluted EPS calculation using the “if-converted”
                                            method, because doing so has no impact on diluted EPS. Please tell us and revise future filings
                                            to explain how you determined including the effects of the conversion would have no impact
                                            on diluted EPS calculation. Specifically, clarify if upon the conversion of Class B shares,
                                            the related LLC Units must also be redeemed or exchanged for Class A shares. If so, please
                                            tell us how you determined that redeeming the LLC Unit non-controlling interest for a Class
                                            A share of the Goosehead Insurance, Inc. would not have an impact on diluted EPS. Please
                                            detail any accounting guidance you considered in your determinations.

Response

The
Company respectfully acknowledges the Staff’s comment and advises the Staff of the following information regarding redemptions
of LLC Units for shares of Class A common stock and the related cancellation of the relevant shares of Class B common stock:

Pre-IPO
LLC Members (Class B shareholders) have the right to cause Goosehead Financial, LLC (“GF”) to redeem all or a portion of
the LLC Units for, at the Company’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 prices of one share of the Company’s Class A common stock for each LLC Unit redeemed
(subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Shares of Class B common stock
are then cancelled on a one-for-one basis for each LLC Unit redeemed.

The
Company respectfully advises the Staff that the Company has disclosed the information above on page 87, within footnote disclosure “12
Non-controlling interest”.

The
redemption event results in the Pre-IPO LLC Member redeeming one LLC Unit in exchange for one newly issued share of Class A common stock.
The corresponding share of Class B common stock is contemporaneously cancelled, resulting in no change to the aggregate number of outstanding
shares of Class A and Class B common stock. Additionally, the redeemed LLC Unit is transferred to the Company and therefore does not
impact the number of LLC Units of GF. Furthermore, the number of outstanding LLC Units remains the same as the sum of total outstanding
shares of Class A and Class B common stock.

All
LLC Units participate equally in the earnings of GF, and the Company allocates the earnings of GF to the Company and Pre-IPO LLC Members
based on the weighted-average number of shares of Class A and Class B common stock

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outstanding
during the period, which is exactly equivalent to the weighted-average number of LLC Units held by the Company and the Pre-IPO LLC Members,
respectively. As such, the redemption of LLC Units for shares of Class A common stock results in an equal pro-rata increase in the amount
of earnings attributable to the Company. Thus, both the numerator and denominator in the EPS calculation are increased proportionally,
which has historically resulted in an immaterial impact to diluted EPS of less than $0.01 per share for all quarterly and year-to-date
calculations. In response to the Staff’s comment, the Company will revise its future filings to include the following language:

“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 LLC Units, are exchangeable
into shares of Class A common stock on a one-for-one basis.”

*
* *

Please
do not hesitate to contact me at (214) 838-5204 or mark.jonesjr@goosehead.com with any questions you may have with respect to the foregoing.

Very
truly yours,

    By:
    /s/ Mark Jones,
    Jr.

    Mark Jones, Jr., Chief Financial
    Officer

    cc:
    John O’Connor,
    General Counsel

    Goosehead Insurance, Inc.

    Pedro J. Bermeo

    Davis Polk & Wardwell
    LLP

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