GoHealth (NASDAQ: GOCO) Chapter 11 plan cancels most existing equity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
GoHealth, Inc. has filed voluntary, prepackaged Chapter 11 cases in Delaware to implement a restructuring plan supported by 100% of its lenders, over 60% of Class A stockholders and over 99% of GoHealth Holdings unitholders. The company expects to operate as normal during the process.
Under the proposed plan, all existing equity interests other than Series A redeemable convertible preferred stock will be canceled, with eligible Class A stockholders and GoHealth Holdings unitholders sharing a $10.0 million cash equity recovery pool. The plan will transfer ownership to certain lenders and result in a change of control if confirmed.
GoHealth expects its Class A common stock to be delisted from Nasdaq, with trading likely moving to an over-the-counter market. The company warns that trading in its shares during the Chapter 11 process is highly speculative and that trading prices may not reflect ultimate recoveries for equity holders.
Positive
- None.
Negative
- Voluntary Chapter 11 filing with change of control: GoHealth and affiliates have entered prepackaged Chapter 11, with the plan transferring ownership to certain lenders and resulting in a change of control of the reorganized company, highlighting significant financial distress.
- Cancellation of almost all existing equity: On the effective date of the plan, all existing equity interests other than Series A redeemable convertible preferred stock will be canceled, with common shareholders and most unitholders losing their ownership, voting and other rights.
- Limited recovery for common equity: Eligible holders of Class A common stock and GoHealth Holdings units will share only a $10.0 million cash equity recovery pool, implying very low recoveries relative to prior equity value.
- Nasdaq delisting and reduced liquidity: The company expects its Class A common stock to be delisted from the Nasdaq Global Market, with trading moving to an over-the-counter venue, which typically offers less liquidity and wider spreads.
- Debt acceleration from default triggers: The Chapter 11 filing constitutes an event of default under key credit agreements, making all principal and accrued interest immediately due and payable, including a multiple on invested capital under the superpriority facility, underscoring the capital structure stress.
Insights
GoHealth is entering prepackaged Chapter 11 with lender support, but existing equity is largely wiped out.
GoHealth has begun a prepackaged Chapter 11 process backed by 100% of its lenders and overwhelming support from key equity and LLC unitholders. The plan converts control to certain lenders, reinstates preferred equity and is designed to keep operations running through and after emergence.
The filing triggers defaults under major credit agreements, making all principal and interest immediately due, although enforcement is stayed by the Bankruptcy Code. The plan specifies treatment and recoveries for these debt claims and aims to pay trade vendors and ordinary course obligations in full, which can help stabilize operations.
For common shareholders, the impact is severe: essentially all existing equity interests are canceled, with only a $10.0 million cash pool available to eligible Class A holders and GoHealth Holdings unitholders. The expected Nasdaq delisting and OTC trading underscore the high-risk, distressed nature of any remaining equity value during the process.
8-K Event Classification
5 items: 1.03, 2.04, 5.02, 7.01, 9.01
5 items
Item 1.03
Bankruptcy or Receivership
Business
The company or a significant subsidiary has filed for bankruptcy or entered receivership.
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation
Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Lender support for Plan: 100% of lenders
Class A shareholder support: Over 60% of Class A shares
Holdings unitholder support: Over 99% of LLC units
+3 more
6 metrics
Lender support for Plan
100% of lenders
Support for prepackaged Chapter 11 plan as of Petition Date
Class A shareholder support
Over 60% of Class A shares
Holders supporting the restructuring plan
Holdings unitholder support
Over 99% of LLC units
GoHealth Holdings unitholders supporting the plan
Equity recovery pool
$10.0 million cash
Pool for eligible Class A stockholders and GoHealth Holdings unitholders
CEO initial cash award
Approximately $2.87 million
Earned under 2026 Cash Performance Plan at first measurement date
Petition Date
June 7, 2026
Voluntary Chapter 11 cases filed in Delaware
Key Terms
Chapter 11 Cases, prepackaged chapter 11 plan of reorganization, debtors-in-possession, multiple on invested capital amount, +2 more
6 terms
Chapter 11 Cases regulatory
"filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11"
prepackaged chapter 11 plan of reorganization regulatory
"filed voluntary petitions ... to implement a prepackaged chapter 11 plan of reorganization (the “Plan”)"
debtors-in-possession regulatory
"intend to continue to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court"
multiple on invested capital amount financial
"includes the multiple on invested capital amount contemplated thereunder"
Cash Performance Plan financial
"pursuant to the GoHealth, Inc. 2026 Cash Performance Plan (the “Cash Performance Plan”)"
change of control financial
"the restructuring will result in a change of control of the reorganized company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 5, 2026
_________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Class A Common Stock, $0.0001 par value per share | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.03 Bankruptcy or Receivership
On June 7, 2026 (the “Petition Date”), GoHealth, Inc. (the “Company”), GoHealth Holdings, LLC (“GoHealth Holdings”), and certain of their direct and indirect subsidiaries (collectively with the Company and GoHealth Holdings, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement a prepackaged chapter 11 plan of reorganization (the “Plan”). The Debtors intend to continue to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company has requested that the Bankruptcy Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption, In re GoHealth, Inc., et al.
The Debtors filed customary first day motions with the Bankruptcy Court to enable them to continue operating in the ordinary course of business during the pendency of the Chapter 11 Cases.
Except as otherwise provided in the Plan and subject to entry of the Combined Order (as defined below), each of the Debtors will continue to exist after the order of the Bankruptcy Court approving the disclosure statement (the “Disclosure Statement”) with respect to the Plan pursuant to sections 1125, 1126(b), and 1145 of the Bankruptcy Code and confirming the Plan pursuant to section 1129 of the Bankruptcy Code (the “Combined Order”) has been entered and on which the conditions to effectiveness set forth in the Plan have been satisfied or waived (such date, the “Effective Date”).
As of the Petition Date, the Company has received support for the implementation of the Plan from 100% of its lenders under the Debt Agreements (as defined below), over 60% of holders of outstanding shares of Class A common stock of the Company and over 99% of holders of the outstanding limited liability units of GoHealth Holdings. The Company believes such support will be sufficient to satisfy the applicable requirements for acceptance of the Plan under the Bankruptcy Code, subject to the voting and confirmation requirements applicable to the Plan. However, there can be no assurance that the Bankruptcy Court will confirm the Plan or that the transactions contemplated thereby will be consummated.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
The filing of the Chapter 11 Cases constitutes an event of default under each of the following material debt agreements (together, the “Debt Agreements”):
•Superpriority Senior Secured Credit Agreement, dated as of August 6, 2025 (the “Superpriority Credit Agreement”), by and among Norvax, LLC, as borrower, Blizzard Midco, LLC, the lenders and issuing banks party thereto, and Blue Torch Finance, LLC, as administrative agent and collateral agent; and
•Credit Agreement, dated as of September 13, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among Norvax, LLC, as borrower, Blizzard Midco, LLC, the lenders and issuing banks party thereto, and Blue Torch Finance, LLC, as administrative agent and collateral agent.
As a result of such events of default, the principal amount of, and accrued and unpaid interest on, the outstanding indebtedness under the Debt Agreements has become immediately due and payable and, with respect to the obligations under the Superpriority Credit Agreement, includes the multiple on invested capital amount contemplated thereunder. Any efforts to enforce the obligations under the Debt Agreements are automatically stayed pursuant to Section 362 of the Bankruptcy Code as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of such Debt Agreements are subject to the applicable provisions of the Bankruptcy Code, including the automatic stay. The Plan provides for the treatment of claims arising under these Debt Agreements, including the contemplated recoveries on account thereof.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Cash Performance Award Agreement with Chief Executive Officer
On June 5, 2026, the Company entered into a 2026 Cash Performance Plan Award Agreement (the “Award Agreement”) with Vijay Kotte, the Company’s Chief Executive Officer, pursuant to the GoHealth, Inc. 2026 Cash Performance Plan (the “Cash Performance Plan”), which is described below.
Subject to the terms and conditions of the Award Agreement and the Cash Performance Plan, Mr. Kotte is eligible to earn a cash performance award (the “Award”) payable in tranches based on the Company’s achievement of specified performance goals during a performance period from May 10, 2026 and ending on the ten-month anniversary of the Company’s emergence from the Chapter 11 Cases (the “Performance Period”). The earned portions of the Award are measured at specified dates across multiple performance pools. The measurement dates are the filing of the Chapter 11 Cases, the date of the emergence of the Company from the Chapter 11 Cases and the last day of the Performance Period. With respect to the first measurement date, Mr. Kotte has earned and received an amount equal to approximately $2.87 million under the Award. Payment of other earned portions of the Award, if any, will be made in a lump sum cash payment within ten days following the applicable measurement date.
In order to retain or earn any portion of the Award, as applicable, Mr. Kotte must remain in continuous service with the Company through the last day of the Performance Period and remain in compliance with applicable restrictive covenants. In the event of a qualifying termination, which refers to a termination of Mr. Kotte’s employment by the Company without cause, by Mr. Kotte for good reason, or due to death, prior to the last day of the Performance Period, Mr. Kotte will remain eligible to earn any portion of the Award not yet paid based on actual performance, subject to his execution and non-revocation of a separation agreement and general release of claims. In the event Mr. Kotte’s employment is terminated by the Company for cause, by Mr. Kotte without good reason, or upon a violation of applicable restrictive covenants, in each case prior to the last day of the Performance Period (or, in the case of a termination for cause or restrictive covenant violation, after the last day of the Performance Period and before the final payment date), the Award will be automatically forfeited and Mr. Kotte will be required to repay any amounts previously paid under the Award.
Pursuant to the Award Agreement, Mr. Kotte will not be eligible to receive an annual bonus under his existing employment agreement with respect to fiscal year 2026 and has agreed that the Company’s emergence from the Chapter 11 Cases would not result in a change in control or give rise to a claim for “good reason” (or terms of similar import) under his existing employment agreement.
Mr. Kotte’s Award was granted under the Cash Performance Plan, which was adopted by the board of directors of the Company (the “Board”) effective as of June 5, 2026 under the existing GoHealth, Inc. 2020 Incentive Award Plan. The Cash Performance Plan is designed to align the interests and growth of the Company and its affiliates with those of eligible key employees and service providers of the Company. Under the Cash Performance Plan, the Board or a committee thereof may grant cash awards to eligible participants representing a percentage or amount of one or more performance pools, with each participant’s eligibility and bonus opportunity set forth in an individual award agreement. Awards under the Cash Performance Plan are earned based on the achievement of performance goals and performance is measured on each of the measurement dates specified above.
Chief Operating Officer Departure
The Company and Michael Hargis, its Chief Operating Officer, agreed that Mr. Hargis will be leaving the Company to pursue other opportunities on June 5, 2026. Mr. Hargis’s departure will be treated as a termination without cause, which entitles Mr. Hargis to certain severance payments described in the Company’s definitive proxy statement filed on April 30, 2026.
Item 7.01 Regulation FD Disclosure.
Press Release
On June 7, 2026, the Company issued a press release announcing the filing of the Chapter 11 Cases. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
Additional Information about the Chapter 11 Cases
Additional information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://www.bankruptcy.angeiongroup.com/gohealth, a website administered by Donlin, Recano & Company, Inc., a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, this Current Report.
Disclosure Statement; Solicitation
In accordance with the Plan, prior to filing the Chapter 11 Cases, the Company commenced solicitation of votes on the Plan by certain eligible claimholders and interest holders only pursuant to sections 1125 and 1126 of the Bankruptcy Code by transmitting the Disclosure Statement and related solicitation materials. A copy of the Disclosure Statement is available at https://www.bankruptcy.angeiongroup.com/gohealth.
This Current Report is not a solicitation of votes to accept or reject the Plan or an offer to sell securities of the Company. Any solicitation of votes or offer to sell or solicitation of an offer to buy any securities of the Company will be made only pursuant to and in accordance with the Disclosure Statement (as may be amended) and any applicable order of the Bankruptcy Court and only to such persons and in such jurisdictions as is permitted under applicable law.
Annual Stockholders’ Meeting
In light of the filing of the Chapter 11 Cases, the Company is cancelling the annual meeting of stockholders previously scheduled for June 17, 2026.
Cancellation of Existing Equity Interests
Subject to the approval of the Bankruptcy Court, on the Effective Date, except to the extent otherwise provided in the Plan and except with respect to the Series A redeemable convertible preferred stock of the Company, which will be reinstated upon consummation of the Plan and the Company’s emergence from Chapter 11, all existing equity interests in the Company, including, without limitation, shares of Class A common stock, shares of Class B common stock, restricted stock units and options to purchase common stock of the Company, as well as limited liability units of GoHealth Holdings (except those held by the Company and each of its direct and indirect subsidiaries) will be canceled. The holders thereof will receive no recovery, other than eligible holders of Class A common stock and limited liability units of GoHealth Holdings, who will be entitled to receive their pro rata share of a $10.0 million cash equity recovery pool, and, as noted above, holders of Series A redeemable convertible preferred stock of the Company, which will be reinstated. If the Plan is confirmed and consummated as contemplated, the restructuring will result in a change of control of the reorganized company, and existing holders of Class A common stock, Class B common stock and limited liability units of GoHealth Holdings will lose their existing ownership, voting and other rights and interests in the Company and GoHealth Holdings (other than as described above).
Nasdaq Delisting; Cautionary Note
The Company expects to receive a delisting notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, in connection with the Chapter 11 Cases, Nasdaq has determined that the Class A common stock will be delisted from The Nasdaq Global Market and that trading of the Class A common stock thereon will be suspended immediately. Following the suspension of trading on The Nasdaq Global Market, the Class A common stock may be quoted on the OTCID Basic Market or another over-the-counter market. The over-the-counter markets are significantly more limited than The Nasdaq Global Market, and quotation on such markets could result in a less liquid market for existing and potential holders of Class A common stock to trade such stock.
The Company cautions that trading in its Class A common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s Class A common stock may bear little or no relationship to the actual recovery, if any, by the holders of our Class A common stock in the Chapter 11 Cases.
The information included in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report may be forward-looking statements. Statements regarding approval from the Bankruptcy Court with respect to motions or other requests expected to be made throughout the course of the Chapter 11 Cases, including confirmation of the Plan; the timing and implementation of the transactions contemplated by the Disclosure Statement and the Plan; the effects of the Chapter 11 Cases on the Company and its various constituents, including vendors, suppliers, customers, health plans, brokers, employees and other business counterparties; the Company’s ability to continue operating in the ordinary course, including continuing to serve customers and pay employees, vendors, suppliers and customers in the ordinary course or in the form of reinstatement of trade payables and other ordinary course obligations; the Company’s ability to obtain additional votes from equityholders in support of the Plan and the Company’s belief regarding the sufficiency of such support to satisfy the applicable requirements for acceptance of the Plan under the Bankruptcy Code; the potential benefits of the transactions contemplated by the Plan; the Company’s expectation that the Class A common stock will be delisted and that trading will be suspended immediately; and the potential effects of such transactions on the Company’s financial position, capital structure, outstanding debt, interest expense and business are forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “likely,” “future” or “continue” or the negative of these terms or other similar expressions although not all forward-looking statements contain these identifying words. The forward-looking statements in this Current Report are only predictions, projections and other statements about future events that are based on current expectations and assumptions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future events or performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
These forward-looking statements involve risks and uncertainties, both known and unknown, that may cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual future events to differ materially from the forward-looking statements in this Current Report include, but are not limited to: our ability to continue as a going concern; our ability to continue our business operations following the commencement of the Chapter 11 Cases; the Company’s ability to obtain approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including confirmation of the Plan; the Company’s ability to confirm and consummate the Plan and complete the restructuring on the terms and timeline currently contemplated or at all, and the Company’s ability to realize the intended benefits of the restructuring; our ability to obtain votes from additional equityholders in support of the Plan; the effects of the Chapter 11 Cases on the Company and its various constituents, including vendors, suppliers, customers, health plans, brokers, employees and other business counterparties and including whether ordinary course obligations are paid in full for trade payables and other ordinary course obligations; the length of time the Company will operate under the Chapter 11 process and the supervision of the Bankruptcy Court; the effects of the Chapter 11 Cases on the Company’s liquidity, cash flows, access to financing, financial condition and results of operations; the delisting of the Company’s Class A common stock from Nasdaq and the quotation or trading of the Class A common stock on the over-the-counter market during the pendency of the Chapter 11 Cases; the cancellation of the Company’s and GoHealth Holdings’ existing equity interests (other than the Series A redeemable convertible preferred stock) pursuant to the Plan, with existing holders of Class A common stock and limited liability units of GoHealth Holdings receiving limited recovery; the risk that, if the Plan is confirmed and consummated as contemplated, the restructuring will result in a change of control of the reorganized company and existing equity holders (other than the Series A redeemable convertible preferred stock) will lose their ownership, voting and other rights and interests in the Company and GoHealth Holdings; risks related to the Company’s indebtedness; employee attrition and the Company’s ability to retain senior management and other key personnel,including due to distractions and uncertainties related to the Chapter 11 process; whether the Company’s vendors, suppliers, customers, health plans, brokers and other business counterparties might lose confidence in the Company’s ability to reorganize its capital structure successfully and seek to establish alternative commercial relationships; the diversion of management’s attention as a result of the Chapter 11 Cases; increased administrative and legal costs related to
the Chapter 11 Cases; and objections to, or other actions that may delay or prevent confirmation or consummation of, the Plan by creditors, equity holders, regulators or other parties in interest.
These forward-looking statements speak only as of the date of this Current Report and are subject to a number of additional important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as other filings the Company has made or will make with the Securities and Exchange Commission including any of the Company’s Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. You should read this Current Report and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number | Description | ||||
| 99.1 | Press Release, dated June 7, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GoHealth, Inc. (Registrant) | |||||||||||
Date: | June 8, 2026 | By: | /s/ Brendan Shanahan | ||||||||
Brendan Shanahan Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
Exhibit 99.1GoHealth, Inc. to strengthen its position ahead of
AEP 2026 through Restructuring Process supported by key stakeholders.
Initiates voluntary prepackaged Chapter 11 process to implement Restructuring Transactions that have the support of 100% of its lenders, over 60% of the holders of GoHealth, Inc. Class A Common Stock, and over 99% of the holders of GoHealth Holdings, LLC interests.
Plans to continue operations without interruption and it is business-as-usual for the Company in providing service for existing Medicare consumers and partners.
CHICAGO – June 07, 2026 – GoHealth, Inc. (“GoHealth” or the “Company”), a health insurance marketplace and Medicare-focused digital health company, announced that GoHealth and certain of its subsidiaries have voluntarily filed chapter 11 petitions (the “Chapter 11 Cases”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to implement the transactions set forth in the Joint Prepackaged Chapter 11 Plan of GoHealth, Inc. and Its Debtor Affiliates Docket No. 4 (the “Plan”). The Plan will transition ownership of the Company to certain of GoHealth’s lenders, reinstate the preferred equity of GoHealth, Inc., provide for payment in full of trade payables and other ordinary course obligations, provide a cash payment to holders of GoHealth common equity, protect GoHealth’s critical relationships with customers and health insurance carriers, and position GoHealth for future success.
GoHealth has already received votes in favor of the Plan from 100% of its lenders, over 60% of the holders of GoHealth, Inc. Class A Common Stock, and over 99% of the holders of GoHealth Holdings, LLC interests. While GoHealth believes these votes are sufficient for the Bankruptcy Court to confirm the Plan under the applicable requirements of the United States Bankruptcy Code, GoHealth anticipates that additional equityholders may vote to accept the Plan in the coming weeks.
GoHealth expects to proceed through the restructuring process quickly and efficiently given the significant support for its prepackaged Plan, with the expectation that it will emerge before the start of the 2026 annual enrollment period (“AEP”).
“The steps we are taking today will provide GoHealth with new owners and a strong financial foundation. This restructuring will enable the Company to continue driving innovation to support Medicare consumers as they assess their current coverage and service needs, with agility and excellence, and to ensure personalized service with differentiated quality,” said Vijay Kotte, Chief Executive Officer of GoHealth. “We plan to continue operations without interruption and believe the support of our key financial partners demonstrates their confidence in our business and the opportunities ahead. We thank our customers, suppliers and business partners for their ongoing partnership and support, and our employees for their continued hard work and dedication. We believe that we will emerge from this process well positioned and look forward to further securing and serving our current members, driving cutting-edge innovation, and bolstering the integral role we play in the consumer value chain.”
Additional Information
Under the Plan, the Company intends to continue operating in the ordinary course during the pendency of the Chapter 11 Cases and to pay vendors, suppliers, and certain other business partners in full for goods received and services provided before and after the Petition Date. To do so, GoHealth has filed a number of customary motions with the Bankruptcy Court, seeking authority to maintain uninterrupted operations and uphold its current and future commitments to employees, vendors, suppliers, customers, and various other stakeholders. Additionally, in connection with the Chapter 11 Cases, the Company expects that (i) the Class A common stock will be delisted from The Nasdaq Global Market and (ii) trading of the Class A common stock thereon will be suspended and following the suspension thereof, the Class A common stock may be quoted on the OTCID Basic Market or another over-the-counter market.
If you would like to obtain a copy of any of the Bankruptcy Court filings and other information related to the proceedings, you should contact Donlin, Recano & Company, LLC, the claims and noticing agent retained by the Debtors in the Chapter 11 Cases by: (a) writing via first class mail, to Donlin, Recano & Company, LLC, c/o Angeion Group, 200 Vesey Street, 24th Floor, New York, NY 10281; (b) writing via electronic mail to ghiinfo@angeiongroup.com; or (c) calling the Debtors’ restructuring hotline at +1-877-583-1578 (U.S./Canada, toll-free) or +1-332-284-1398 (International, toll). You may also obtain copies of any
Exhibit 99.1pleadings filed in the Chapter 11 Cases (i) for a fee via PACER at https://www.deb.uscourts.gov or (ii) at no charge from Donlin, Recano & Company, LLC by accessing the Debtors’ restructuring website at https://www.bankruptcy.angeiongroup.com/gohealth.
Advisors
Kirkland and Ellis LLP is serving as legal counsel and Alvarez & Marsal North America, LLC is serving as restructuring advisor to GoHealth in connection with these Chapter 11 Cases.
About GoHealth, Inc.
GoHealth is a health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. GoHealth’s proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs. Its unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since GoHealth’s inception.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made in reliance upon the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release may be forward-looking statements. Statements regarding approval from the Bankruptcy Court with respect to motions or other requests expected to be made throughout the course of the Chapter 11 Cases, including confirmation of the Plan; the timing and implementation of the transactions contemplated by the Disclosure Statement and the Plan; the effects of the Chapter 11 Cases on the Company and its various constituents, including vendors, suppliers, customers, health plans, brokers, employees and other business counterparties; the Company’s ability to continue operating in the ordinary course, including continuing to serve customers and pay employees, vendors, suppliers and customers in the ordinary course or in the form of reinstatement of trade payables and other ordinary course obligations; the Company’s ability to obtain additional votes from equityholders in support of the Plan and the Company’s belief regarding the sufficiency of such support to satisfy the applicable requirements for acceptance of the Plan under the United States Bankruptcy Code; the potential benefits of the transactions contemplated by the Plan; the Company’s expectation that the Class A common stock will be delisted and that trading will be suspended immediately; and the potential effects of such transactions on the Company’s financial position, capital structure, outstanding debt, interest expense and business are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “likely,” “future” or “continue” or the negative of these terms or other similar expressions although not all forward-looking statements contain these identifying words. The forward-looking statements in this press release are only predictions, projections and other statements about future events that are based on current expectations and assumptions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future events or performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
These forward-looking statements involve risks and uncertainties, both known and unknown, that may cause the Company’s actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual future events to differ materially from the forward-looking statements in this press release include, but are not limited to: our ability to continue as a going concern; our ability to continue our business operations following the commencement of the Chapter 11 Cases; the Company’s ability to obtain approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including confirmation of the Plan; the Company’s ability to confirm and consummate the Plan and complete the restructuring on the terms and timeline currently contemplated or at all,
Exhibit 99.1and the Company’s ability to realize the intended benefits of the restructuring; our ability to obtain votes from additional equityholders in support of the Plan; the effects of the Chapter 11 Cases on the Company and its various constituents, including vendors, suppliers, customers, health plans, brokers, employees and other business counterparties and including
whether ordinary course obligations are paid in full for trade payables and other ordinary course obligations; the length of time the Company will operate under the Chapter 11 process and the supervision of the Bankruptcy Court; the effects of the Chapter 11 Cases on the Company’s liquidity, cash flows, access to financing, financial condition and results of operations; the delisting of the Company’s Class A common stock from Nasdaq and the quotation or trading of the Class A common stock on the over-the-counter market during the pendency of the Chapter 11 Cases; the cancellation of the Company’s and GoHealth Holdings, LLC’s existing equity interests (other than the Series A redeemable convertible preferred stock) pursuant to the Plan, with existing holders of Class A common stock and limited liability units of GoHealth Holdings, LLC receiving limited recovery; the risk that, if the Plan is confirmed and consummated as contemplated, the restructuring will result in a change of control of the reorganized company and existing equity holders (other than the Series A redeemable convertible preferred stock) will lose their ownership, voting and other rights and interests in the Company and GoHealth Holdings, LLC; risks related to the Company’s indebtedness; employee attrition and the Company’s ability to retain senior management and other key personnel, including due to distractions and uncertainties related to the Chapter 11 process; whether the Company’s vendors, suppliers, customers, health plans, brokers and other business counterparties might lose confidence in the Company’s ability to reorganize its capital structure successfully and seek to establish alternative commercial relationships; the diversion of management’s attention as a result of the Chapter 11 Cases; increased administrative and legal costs related to the Chapter 11 Cases; and objections to, or other actions that may delay or prevent confirmation or consummation of, the Plan by creditors, equity holders, regulators or other parties in interest.
These forward-looking statements speak only as of the date of this press release and are subject to a number of additional important factors that could cause actual results to differ materially from those in the forward-looking statements, including the factors described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as other filings the Company has made or will make with the Securities and Exchange Commission including any of the Company’s Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. You should read this press release and the documents that we reference herein completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Media Inquiries
pressinquiries@gohealth.com
FAQ
What did GoHealth (GOCO) announce regarding Chapter 11?
GoHealth announced it and certain subsidiaries filed voluntary, prepackaged Chapter 11 cases in Delaware. The restructuring plan has support from 100% of lenders, over 60% of Class A stockholders and over 99% of GoHealth Holdings unitholders, and is intended to let operations continue during the process.
Will GoHealth (GOCO) remain listed on Nasdaq during Chapter 11?
GoHealth expects its Class A common stock to be delisted from the Nasdaq Global Market, with trading suspended. After suspension, the shares may be quoted on the OTCID Basic Market or another over-the-counter market, which typically offers less liquidity and higher trading risk for investors.
What happens to GoHealth’s debt under the Chapter 11 filing?
The Chapter 11 filing triggers events of default under key credit agreements, making all principal and accrued interest immediately due. Enforcement is automatically stayed under the Bankruptcy Code, and the restructuring plan specifies how claims under these agreements will be treated and what recoveries creditors may receive.
Does GoHealth (GOCO) plan to keep operating during the Chapter 11 process?
Yes. GoHealth intends to operate in the ordinary course as a debtor-in-possession. It has filed customary motions to continue paying vendors, suppliers and other business partners in full for goods and services, aiming to avoid disruption of service for Medicare consumers and partners.
What compensation changes were disclosed for GoHealth’s CEO in this filing?
The company entered a 2026 Cash Performance Plan Award Agreement with CEO Vijay Kotte. He has already earned about $2.87 million at the first measurement date, with additional cash awards potentially payable based on performance over a period tied to emergence from Chapter 11.