Filing Analysis
GoHealth, Inc. has successfully emerged from Chapter 11 bankruptcy proceedings, converting into a Delaware limited liability company (New GoHealth, LLC). The reorganization involved the cancellation of existing Class A and B common stock and the issuance of new equity to former First Lien Claim holders.
🚩 Red Flags
- Total wipeout of existing Class A Common Stock holders (except for a small cash recovery pool).
- Nasdaq delisting notice filed via Form 25.
- Conversion from a public corporation to a limited liability company, effectively removing the previous equity structure.
- All prior equity incentive plans and awards were cancelled/discharged.
📋 Key Facts
- The Bankruptcy Court confirmed the Amended Joint Prepackaged Chapter 11 Plan on July 21, 2026.
- Company converted from a corporation to a Delaware limited liability company (New GoHealth, LLC) on the Effective Date.
- Existing Class A and B common stock were cancelled and discharged; holders of Class A received only $10.3 million in a cash equity recovery pool if they were not part of other specific claim classes.
- The 'Takeback Credit Facility' was established, consisting of $20M new money, $173.9M senior term loans, and $588.3M junior term loans.
- Existing board of directors dissolved; four new directors appointed: Vijay Kotte, Scott Avila, Neal Goldman, and Conor Colpoys.
- Nasdaq filed a Form 25 to delist the company's Class A common stock on July 10, 2026.
GoHealth, Inc. has received a notice from Nasdaq that its Class A common stock will be delisted, with trading suspended effective June 16, 2026. This action follows the company's voluntary filing for Chapter 11 bankruptcy on June 7, 2026, and a prior failure to meet minimum market value requirements.
🚩 Red Flags
- Bankruptcy: Company is currently in Chapter 11 proceedings.
- Delisting: Immediate removal from Nasdaq with no intent to appeal.
- Equity Wipeout Risk: Filing explicitly mentions the potential 'cancellation of the Company’s and GoHealth Holdings’ existing equity interests' under the Plan.
- Market Value Deficiency: Failed to maintain the $35 million minimum market value requirement since March 2026.
- Going Concern: Forward-looking statements explicitly reference the 'ability to continue as a going concern'.
📋 Key Facts
- Nasdaq notified the company on June 9, 2026, of the decision to delist GOCO.
- Trading suspension is scheduled for the opening of business on June 16, 2026.
- The company filed for Chapter 11 bankruptcy on June 7, 2026, to implement a prepackaged reorganization plan.
- Nasdaq cited three primary reasons for delisting: the Chapter 11 filing, concerns over residual equity interest, and inability to sustain listing compliance.
- The company was previously notified on March 18, 2026, that it failed to meet the minimum market value requirement of $35 million (Rule 5550(b)(2)).
- The company does not intend to appeal the delisting determination.
GoHealth, Inc. and its subsidiaries filed voluntary petitions for Chapter 11 bankruptcy on June 7, 2026, to implement a prepackaged plan of reorganization. The filing triggers defaults on multiple material debt agreements and is expected to result in the delisting of Class A common stock from Nasdaq.
🚩 Red Flags
- Bankruptcy filing (Chapter 11).
- Cancellation of existing equity interests (common stock holders likely to be wiped out).
- Imminent Nasdaq delisting.
- Acceleration of debt obligations under material credit agreements.
- Multiple 8-K items in a single filing (1.03, 2.04, 5.02, 7.01).
- Significant executive payout: CEO Vijay Kotte received ~$2.87 million as part of a new Cash Performance Plan coinciding with the bankruptcy filing.
📋 Key Facts
- Filed for Chapter 11 bankruptcy in the District of Delaware on June 7, 2026.
- Existing equity interests, including Class A and B common stock, will be canceled upon the Effective Date.
- A $10.0 million cash equity recovery pool is planned for eligible Class A common stock and GoHealth Holdings unit holders.
- The company expects an immediate suspension of trading and a delisting notice from Nasdaq.
- The bankruptcy triggers defaults on the Superpriority Senior Secured Credit Agreement (Aug 6, 2025) and a 2019 Credit Agreement.
- The annual stockholders' meeting scheduled for June 17, 2026, has been cancelled.
GoHealth, Inc. announced its financial results for the fiscal year ended December 31, 2025, via a press release issued on March 31, 2026. The filing is a routine disclosure of annual operational performance and financial condition.
📋 Key Facts
- Financial results cover the twelve months ended December 31, 2025.
- The press release was furnished as Exhibit 99.1 under Item 2.02.
- The report was signed by Brendan Shanahan, Chief Financial Officer, on March 31, 2026.
GoHealth, Inc. received a deficiency notice from Nasdaq on March 18, 2026, for failing to maintain the minimum market value of listed securities (MVLS) of $35 million. The company also failed to meet alternative listing requirements related to stockholders' equity and net income, and has 180 days to regain compliance.
🚩 Red Flags
- Market value has dropped below the $35 million threshold.
- Failure to meet multiple alternative listing criteria (equity and net income), indicating broader financial weakness.
- Risk of delisting if market valuation does not recover by September 2026.
📋 Key Facts
- Notice received from Nasdaq Listing Qualifications Department on March 18, 2026.
- Non-compliance with Nasdaq Listing Rule 5550(b)(2) requiring a minimum MVLS of $35 million.
- Company also fails alternative standards under Rules 5550(b)(1) (stockholders' equity of $2.5 million) and 5550(b)(3) (net income of $500,000).
- Compliance period of 180 calendar days granted, expiring on September 14, 2026.
- To regain compliance, MVLS must close at $35 million or more for at least 10 consecutive business days.
GoHealth, Inc. filed an 8-K to announce its quarterly financial results for the period ended September 30, 2025. The filing serves as a formal notification that a press release containing these results has been issued.
📋 Key Facts
- Report date: November 13, 2025
- Reporting period: Quarter ended September 30, 2025
- The filing includes Exhibit 99.1, which is the official press release regarding financial results.
GoHealth, Inc. announced several changes to its Board of Directors on August 19, 2025, including the appointment of two new directors nominated by Centerbridge Partners and the resignation of two existing directors also nominated by Centerbridge.
🚩 Red Flags
- Churn in Board composition: Two resignations and two appointments occurring simultaneously suggests a shift in board control or strategy by the major stakeholder (Centerbridge).
📋 Key Facts
- Mark Weinsten appointed as Class II director; effective August 19, 2025.
- Bao Truong appointed as Class III director; effective August 19, 2025; to serve on Transformation, Compensation, and Nominating/Governance Committees.
- Jeremy W. Gelber resigned from the Board, effective August 19, 2025.
- Abhiraj Modi resigned from the Board, effective August 19, 2025.
- All changes involve Centerbridge-nominated designees pursuant to a July 15, 2020 Stockholders Agreement.
- Mark Weinsten will receive a monthly cash retainer of $25,000.
GoHealth, Inc. has entered into a $115 million super priority term loan facility and amended its existing credit agreement to enhance liquidity. The transaction includes significant equity issuance (19.99% of total shares) to lenders and a major board restructuring including the formation of a 'Transformation Committee' to explore strategic alternatives.
🚩 Red Flags
- Significant equity dilution (19.99% of total shares issued to lenders).
- High-cost debt structure with MOIC (Multiple-on-Invested-Capital) terms up to 2.0x, indicating predatory or distressed lending terms.
- Formation of a 'Transformation Committee' typically signals the company is evaluating restructuring or sale due to financial distress.
- New liquidity covenants include weekly minimum liquidity requirements starting as early as October 2025.
- Requirement for 13-week cash flow forecasts and variance reports indicates heightened lender oversight/distress monitoring.
📋 Key Facts
- Entered into $115 million Super Priority Term Loan Facility ($80M new money, $35M roll-up).
- Priming New Money Term Loans include $40M funded on August 6, 2025, and $40M as delayed-draw.
- Term loans carry a significant Multiple-on-Invested-Capital (MOIC) component ranging from 1.50x to 2.00x.
- Issued 4,766,219 shares of Class A common stock (approx. 19.99% of total equity) to existing lenders as consideration for the amendment.
- Amendment No. 14 extends maturity of remaining revolving loans to August 5, 2029, and waives amortization until Dec 31, 2026.
- Board restructuring: Three new directors appointed; three existing directors resigned.
- Establishment of a 'Transformation Committee' to evaluate strategic alternatives (mergers, acquisitions, or restructurings).
GoHealth, Inc. has entered into Amendment No. 13 to its Credit Agreement, which significantly extends the maturity of Class A Revolving Commitments to September 30, 2025, and allows for PIK (payment-in-kind) interest on term loans. The amendment includes waivers for financial covenant testing and amortization payments, alongside strict new weekly reporting requirements and mandatory strategic financing milestones.
🚩 Red Flags
- Extension of maturity to September 30, 2025, suggests immediate liquidity pressure/imminent deadline.
- Conversion of cash interest to PIK (payment-in-kind) indicates the company may lack sufficient cash flow to service debt.
- Waiver of financial covenant testing and amortization payments is a classic sign of distressed credit conditions.
- Highly restrictive weekly reporting requirements (13-week cash flow/variance reports) indicate intensive lender oversight typical of companies near insolvency.
- Mandatory 'strategic financing transaction' deadline by August 7, 2025, implies an urgent need for capital infusion to avoid default.
📋 Key Facts
- Maturity of Class A Revolving Commitments extended from June 30, 2025, to September 30, 2025.
- Interest for Refinancing Term Loans and Class A Revolving Loans occurring on or before Sept 30, 2025, will be payable in-kind (PIK), increasing the principal balance.
- Lenders waived financial covenant testing for quarters ending June 30, 2025, and September 30, 2025.
- Lenders waived amortization payments on Initial Term Loans for June 30, 2025, and September 30, 2025.
- New requirement to deliver weekly 13-week cash flow forecasts and variance reports (max $2.0M variance allowed).
- Company must deliver a business plan by July 15, 2025, and definitive documentation for a strategic financing transaction by August 7, 2025.
- Amendment Fee of 1.00% of Revolving Commitments and outstanding Term Loan principal is payable in-kind.
GoHealth, Inc. held its 2025 Annual Meeting of Stockholders on June 18, 2025. The filing reports the results of shareholder votes regarding director elections and various corporate proposals.
📋 Key Facts
- Annual Meeting held on June 18, 2025.
- Three Class II directors (Brandon M. Cruz, Alan Wheatley, and Abhiraj R. Modi) were elected to terms expiring in 2028.
- Shareholders ratified the appointment of Ernst & Young LLP as independent auditors for the fiscal year ending December 31, 2025.
- Advisory vote on executive compensation (Say-on-Pay) was approved.
- Amendment to the Company’s Amended and Restated 2020 Incentive Award Plan was approved.
GoHealth, Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2025.
📋 Key Facts
- Report date: May 13, 2025
- Reporting period: Quarter ended March 31, 2025
- The filing includes a press release (Exhibit 99.1) containing the financial results.
- Signed by Brendan Shanahan, Chief Financial Officer.
GoHealth, Inc. entered into an amendment to the employment agreement and a new letter agreement for CEO Vijay Kotte, involving significant salary increases, equity grants, and cash retention payments.
🚩 Red Flags
- Significant increase in executive compensation/cash outflows ($3M cash retention + $1M salary).
- Potential dilution through large RSU grants (500,000 RSUs vesting immediately and additional $5M worth of RSUs).
- Clawback provisions exist for the Retention Award if terminated without cause/disability before three years.
📋 Key Facts
- CEO Vijay Kotte's employment term extended for three years from April 1, 2025.
- Annual base salary set at $1,000,000 per year.
- Target annual equity grant value of no less than $3,000,000 under the 2020 Incentive Award Plan.
- A specific 2025 RSU grant totaling $5,000,000 (split into an immediate 185,000 share grant and a subsequent July 1 grant to reach the total value).
- A separate 'Retention Award' consisting of 500,000 RSUs (vesting immediately) and $3,000,000 in cash payments.
- Cash retention payment is split: 50% within 30 days and 50% by January 31, 2026, contingent on a specified performance goal.
GoHealth, Inc. filed an 8-K to announce its financial results for the three and twelve months ended December 31, 2024.
📋 Key Facts
- Report date: February 27, 2025
- Reporting period: Three and twelve months ended December 31, 2024
- The filing includes a press release as Exhibit 99.1 containing the financial results.
GoHealth, Inc. filed an 8-K to announce its financial results for the quarter ended September 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Results of Operations and Financial Condition).
- Report date: November 7, 2024.
- Reporting period: Quarter ended September 30, 2024.
GoHealth, Inc. announced the appointment of Brendan Shanahan as Chief Financial Officer, effective October 14, 2024. He succeeds Katherine O’Halloran, who will transition from her interim CFO role to serve as the Company's Chief Accounting Officer.
🚩 Red Flags
- Management transition: While the new CFO has industry expertise, leadership changes in the finance department can sometimes precede organizational restructuring or strategic shifts.
📋 Key Facts
- Brendan Shanahan appointed CFO effective October 14, 2024.
- Shanahan has over 30 years of financial leadership experience, including roles at UpStream Care Company and Cedar Gate Technologies.
- Shanahan's compensation includes a $500,000 annual base salary, an 80% target bonus, and 150,000 RSUs vesting over three years.
- Katherine O’Halloran will continue as Chief Accounting Officer with an amended employment agreement (base salary $400,000).
- Shanahan receives a one-time $50,000 signing bonus.
GoHealth, Inc. announced the closing of certain transactions involving e-TeleQuote Insurance, Inc. on October 1, 2024. The filing serves as a vehicle to furnish a press release regarding these business developments under Item 7.01.
📋 Key Facts
- Closing of transactions with e-TeleQuote Insurance, Inc. announced on October 1, 2024.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Information is furnished via Exhibit 99.1 and is not considered 'filed' for purposes of Section 18 liability.
GoHealth, Inc., through its subsidiary ETQ Holdings, LLC, has entered into a subscription agreement to acquire approximately 18.9% of the outstanding common stock of e-TeleQuote Insurance, Inc. (ETQ). Upon closing, ETQ is expected to become a wholly-owned subsidiary of GoHealth.
📋 Key Facts
- On August 30, 2024, ETQ Holdings, LLC entered into a Purchase & Subscription Agreement with e-TeleQuote Insurance, Inc. (ETQ).
- The acquisition involves newly issued shares representing ~18.9% of ETQ's outstanding common stock post-acquisition.
- Transaction is expected to close on or before September 30, 2024.
- Post-closing, ETQ's current parent company will surrender all rights, making ETQ a wholly-owned subsidiary of the Subscriber (GoHealth subsidiary).
GoHealth, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2024.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings results (Item 2.02).
- Report date: August 8, 2024.
- Reporting period: Quarter ended June 30, 2024.
- Signed by Katherine M. O’Halloran, Interim CFO and Chief Accounting Officer.
GoHealth, Inc. announced several changes to its Board of Directors, including the appointment of two new Class II directors and the resignation of one director. The board reshuffle includes a new appointee from Centerbridge Partners.
🚩 Red Flags
- Resignation of a director (though explicitly stated as not related to any disagreement).
📋 Key Facts
- Alan Wheatley appointed as Class II director effective July 9, 2024; also joins Nominating and Corporate Governance Committee.
- Wheatley to receive $150,000 annual retainer plus $150,000 in RSUs vesting over four quarterly installments.
- Abhiraj R. Modi appointed as Class II director effective July 9, 2024; serves as a designee of Centerbridge Partners.
- Modi will receive no additional compensation beyond his role at Centerbridge.
- Christopher C. Litchford resigned from the Board effective July 8, 2024; resignation not due to disagreements with company operations.
GoHealth, Inc. announced the resignation of Joseph G. Flanagan from its Board of Directors, effective June 25, 2024. Mr. Flanagan served as a Class II director and the lead independent director.
📋 Key Facts
- Joseph G. Flanagan resigned from the Board effective June 25, 2024.
- Mr. Flanagan held roles as Chairperson of the Nominating and Corporate Governance Committee and Lead Independent Director.
- Alexander Timm has been appointed to replace Mr. Flanagan as lead independent director.
- The company explicitly stated the resignation is not due to any disagreement regarding operations, policies, or practices.
This is an amendment (8-K/A) to a previous filing regarding the resignation of CFO Jason Schulz and the appointment of Katherine O’Halloran as Interim CFO. The amendment specifically details the compensation package for the interim officer.
🚩 Red Flags
- CFO turnover: The resignation of a Chief Financial Officer is a significant leadership change that often warrants scrutiny regarding financial reporting stability.
- Use of 'Interim' status: Indicates the company has not yet secured a permanent successor for the most critical financial role.
📋 Key Facts
- Jason Schulz resigned as Chief Financial Officer (reported in original 8-K).
- Katherine O’Halloran appointed as Interim Chief Financial Officer effective June 14, 2024.
- Interim CFO to receive a $75,000 bonus upon the appointment of a permanent CFO, contingent on continued employment.
- Interim CFO awarded 25,000 Restricted Stock Units (RSUs) vesting annually over three years.
GoHealth, Inc. held its 2024 Annual Meeting of Stockholders on June 12, 2024. The filing reports the results of shareholder votes regarding director elections and auditor ratification.
📋 Key Facts
- Annual Meeting held on June 12, 2024.
- Alexander Timm, David Fisher, and Vijay Kotte were elected as Class I directors for terms expiring in 2027.
- Ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved with 21,315,297 votes FOR.
- Say-on-pay (advisory vote on executive compensation) was approved with 17,612,402 votes FOR.
GoHealth, Inc. announced the resignation of CFO Jason Schulz and the appointment of Chief Accounting Officer Katherine O’Halloran as Interim CFO. Mr. Schulz will remain as a consultant until September 1, 2024.
🚩 Red Flags
- Sudden departure of a Chief Financial Officer is typically viewed with caution by the market, even if stated as 'no disagreement'.
📋 Key Facts
- CFO Jason Schulz resigned on May 31, 2024; he will serve as a non-executive consultant through September 1, 2024.
- The company stated the resignation was not due to any disagreement regarding operations, financial reporting, or policies.
- Katherine O’Halloran (CAO) appointed as Interim CFO effective June 4, 2024.
- Ms. O’Halloran has over 30 years of experience in executive accounting and finance.
GoHealth, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 9, 2024
- Reporting period: Quarter ended March 31, 2024
- The filing includes a press release (Exhibit 99.1) containing the results of operations and financial condition.
GoHealth, Inc. filed an 8-K/A to amend its previous March 14, 2024 filing due to inadvertent errors in the unaudited Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2023.
🚩 Red Flags
- Inadvertent omission of impairment charges and dividend payments in cash flow statements indicates potential internal control weaknesses regarding financial reporting.
📋 Key Facts
- The amendment corrects Exhibit 99.1 (press release) regarding the 2023 financial results.
- Omitted line item in operating activities: 'Goodwill and intangible asset impairment charges'.
- Omitted line item in investing activities: 'Payment of preferred stock dividends'.
- The filing is an amendment to a report filed on the same date (March 14, 2024).
GoHealth, Inc. filed an 8-K to announce its financial results for the fiscal year ended December 31, 2023. The filing serves as a formal notice of the release of annual earnings data.
📋 Key Facts
- Report date: March 14, 2024
- Reporting period: Fiscal year ended December 31, 2023
- The company issued a press release (Exhibit 99.1) containing the financial results.
- Information provided under Item 2.02 is furnished but not filed for purposes of Section 18 liability.